What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-04-25 compared with 2024-10-25 · 119 added, 270 removed, 296 unchanged (57% of the section changed)

11 unchanged sentences

expected capital expenditures;

expected returns on pension plan assets;

estimated returns on pension plan assets;

expected market and general economic conditions, including related influencing factors such as the trajectory of U.S.

housing construction activity, repair and remodel activity, inflation trends and interest rates;

our expected lumber production operating rates in fourth quarter 2024;

our expectations about our future opportunities in emerging carbon credit and carbon capture and storage markets and assumptions used in valuing incentive compensation and related expense.

our expectations about our future opportunities in emerging carbon credit and carbon capture and storage markets;

assumptions used in valuing incentive compensation and related expense and the expected effects of U.S.

international trade policy.

Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts.

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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;

trade policy and resulting restrictions on international trade and tariffs imposed on imports or exports;

● the availability and cost of shipping and transportation;

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Seasonal weather patterns impact the level of construction activity in the U.S., which in turn affects demand for our logs and wood products.

Our Timberlands segment, specifically the Western region, is also affected by export demand and trade policy.

Our Timberlands segment, particularly the Western region, is also affected by export demand and trade policy.

Japanese housing starts are a key driver of export log demand in Japan.

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and evolution of emerging renewable energy and carbon-related markets.

Over the past year, home sales and building activity moderated in part due to continued elevated mortgage interest rates, reduced affordability and general macroeconomic conditions.

Specifically, multi-family construction has been hampered by a large supply of recently completed projects as well as higher interest rates and other factors constraining the underwriting of proposed projects.

In contrast, new single-family home construction has remained resilient, as existing homeowners continued to be constrained by the lock-in effect of lower mortgage rates.

Recently announced and ongoing U.S.

trade policy actions have resulted in elevated macroeconomic uncertainty and a decrease in consumer confidence.

These policies, along with potential countermeasures by other countries, and the outcome of certain executive orders and trade investigations relating to our businesses, have the potential to affect supply and demand trends, import and export dynamics, and pricing for our products.

Home sales and building activity have continued at a moderated pace in response to elevated mortgage interest rates, reduced affordability and lower consumer confidence.

New single-family home construction remained generally resilient in the first quarter, as existing homeowners continued to be constrained by the lock-in effect of lower mortgage rates compared to current rates, keeping inventories of existing homes relatively low.

Multi-family construction remains more muted given the elevated supply of recently completed projects in conjunction with higher interest rates and other factors constraining the underwriting of proposed projects.

On a seasonally adjusted annual basis, as reported by the U.S.

Census Bureau, housing starts for third quarter 2024 averaged 1.3 million units, a 1.1 percent decrease from second quarter 2024.

Single-family starts averaged 1.0 million units in third quarter 2024, a 4.1 percent decrease from second quarter 2024.

Multi-family starts averaged 363 thousand units in third quarter 2024, which was a 7.9 percent increase from second quarter 2024.

Census Bureau, housing starts for first quarter 2025 averaged 1.4 million units, a 0.1 percent increase from fourth quarter 2024.

Single-family starts averaged 1.0 million units in first quarter 2025, a 0.5 percent decrease from fourth quarter 2024.

Multi-family starts averaged 381 thousand units in first quarter 2025, a 1.8 percent increase from fourth quarter 2024.

Single-family construction is the primary driver for our business as compared to multi-family due to the amount of wood products used.

Sales of newly built, single-family homes averaged a seasonally adjusted annual rate of 724 thousand units for third quarter 2024, an increase of 4.5 percent from second quarter 2024, supported by builder mortgage rate buydowns and other incentives.

Over the medium to long-term, we expect a favorable U.S.

housing construction market supported by strong demographics in the key home buying age cohorts, a decade of under building and historically low housing inventory.

Repair and remodeling expenditures increased by 1.8 percent from second quarter 2024 to third quarter 2024 according to the Census Bureau Advance Retail Spending report.

While there continues to be steady demand due to growing home equity and the lock-in effect of having lower mortgage rates compared to current rates, many homeowners have become more cautious in discretionary spending on large projects.

Additionally, some repair and remodeling activity was accelerated during the pandemic which has had some impact on the level of spending.

Sales of newly built, single-family homes averaged a seasonally adjusted annual rate of 684 thousand units for first quarter 2025, an increase of 1.6 percent from fourth quarter 2024, supported by a moderate decrease in mortgage rates in March.

Notwithstanding current macroeconomic uncertainty and potential impacts to housing demand, we expect a favorable U.S.

housing construction market over the medium to long-term, supported by strong demographics in the key home buying age cohorts, a decade of under building and historically low housing inventory.

Repair and remodeling expenditures decreased by 1.6 percent from fourth quarter 2024 to first quarter 2025 according to the Census Bureau Advance Retail Spending report.

While there continues to be steady demand due to growing home equity and the previously mentioned lock-in effect, many homeowners have been more cautious in discretionary spending on large projects.

This softness has been reflected in both the do-it-yourself (DIY) and professionally built segments.

Over the longer term, we expect this sector to resume pre-pandemic growth trends with healthy household balance sheets, elevated home equity and an aging U.S.

Over the longer term, we expect this sector to return to historical growth trends driven by recent deferrals in repair and remodel spending, elevated home equity and an aging U.S.

housing stock, with a median age of 45 years.

wood product markets, demand for lumber and OSB was influenced by continued cautious buyer sentiment at the outset of third quarter 2024.

As the quarter progressed, demand was mixed as continued strength in single-family housing starts was offset by weaker multi-family construction and restrained repair and remodel activity.

The Random Lengths Framing Lumber Composite price averaged $383/MBF and the OSB Composite averaged $346/MSF in third quarter 2024.

Over the course of the third quarter, composite prices for lumber increased from $366/MBF to $396/MBF and composite prices for OSB decreased from $352/MSF to $344/MSF.

Increased curtailments, in addition to an increase in duties on Canadian lumber imports, contributed to the moderate recovery in lumber prices.

In light of these conditions, we reduced our operating rates in third quarter 2024, resulting in a 10.1 percent decrease in lumber production from second quarter 2024 to third quarter 2024, which includes the previously announced indefinite curtailment of our lumber mill in New Bern, North Carolina.

We expect to return to more normalized operating rates in fourth quarter 2024.

In Western log markets, Douglas fir sawlog prices decreased 3.7 percent in third quarter 2024 compared with second quarter 2024, as reported by Fastmarkets RISI Log Lines based on Weyerhaeuser’s sales mix.

Overall, domestic log demand and prices faced downward pressure through the quarter, as mills continued to adjust to a soft lumber market and worked through elevated log inventories.

In the South, delivered sawlog prices increased 1.0 percent in third quarter 2024 compared to second quarter 2024 and declined 0.4 percent from third quarter 2023, as reported by TimberMart-South.

While there continued to be demand for logs across the region, sawlog markets were generally soft given ample supply and in response to mills carrying elevated log inventories and adjusting operations in a soft lumber market.

Mill adjustments during the quarter included a series of curtailments and permanent closures.

wood product markets, pricing for lumber increased during first quarter 2025, driven by more constrained market supply from previously announced mill curtailments and closures and speculation around tariffs on imported supply.

In contrast, OSB prices decreased in response to cautious buyer sentiment given tariff-related uncertainty and a softer than expected start to the spring building season.

In first quarter 2025, the Random Lengths Framing Lumber Composite price averaged $455/MBF and the OSB Composite averaged $376/MSF.

Over the course of first quarter 2025, composite prices for lumber increased from $433/MBF to $488/MBF and composite prices for OSB decreased from $418/MSF to $358/MSF.

In Western log markets, Douglas-fir sawlog prices increased 13.3 percent in first quarter 2025 compared with fourth quarter 2024, as reported by Fastmarkets RISI Log Lines based on Weyerhaeuser’s sales mix.

This was primarily driven by strengthening lumber prices and seasonal reductions in log supply.

In the South, delivered sawlog prices decreased 0.1 percent in first quarter 2025 compared to fourth quarter 2024 and declined 3.1 percent from first quarter 2024, as reported by TimberMart-South.

In general, Southern log supply remains ample and mills continue to align capacity with end-market demand.

Currency exchange rates, available supply from other countries and trade policy affect our export businesses.

During third quarter 2024, end use demand in export markets moderated.

In Japan, total housing starts decreased 4.0 percent year to date through August compared to the same period in 2023, while the key Post and Beam segment saw a 5.0 percent decrease.

Lumber imports to Japan from Europe increased, which placed some pressure on log sales.

China’s weaker end-use demand for logs and lumber led to a decrease in pricing for logs from the West.

During first quarter 2025, end use demand in export markets moderated.

In Japan, total housing starts decreased 1.1 percent year to date through February compared to the same period in 2024, while the key Post and Beam segment saw a 2.1 percent decrease.

The slowing demand was partially offset by a decrease in lumber imports to Japan from Europe and reduced inventories of European lumber in the Japanese market.

In China, log demand moderated in the quarter in response to

reduced consumption during the Lunar New Year holiday.

In early March, Chinese regulators announced an immediate suspension of log imports from the U.S.

Interest rates affect our business primarily through their impact on mortgage rates and housing affordability, their general impact on the economy and their influence on our capital management activities.

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Federal Reserve, the overall condition of the economy and fluctuations in financial markets are all factors that influence long-term interest rates.

30-year mortgage rates, which are correlated with long-term interest rates, decreased from 6.9 percent in second quarter 2024 to 6.1 percent in third quarter 2024, according to economic data from Freddie Mac.

30-year mortgage rates, which are correlated with long-term interest rates, decreased from 6.9 percent in fourth quarter 2024 to 6.7 percent in first quarter 2025, according to economic data from Freddie Mac.

Many builders have been able to offset higher mortgage rates through discounts, mortgage rate buydowns and modifying product offerings such as home sizes and finishes.

Higher rates have also locked-in many existing homeowners from selling, reducing inventories of existing homes for sale which has led to increased demand for available new homes.

Higher rates have also locked-in many existing homeowners from selling, thereby reducing inventories of existing homes for sale which has led to demand for available new homes.

Increased inflation affects the cost of our operations across each of our business segments, including costs for raw materials, transportation, energy and labor.

The Consumer Price Index increased at an annual rate of 2.4 percent as of September 2024 compared to 3.0 percent in June 2024.

The Consumer Price Index increased at an annual rate of 2.4 percent as of March 2025 compared to 2.9 percent in December 2024.

This rate is markedly down from its peak of over 9.0 percent in June 2022.

While we can offset some of the impacts of inflation through our sales activities, operational excellence initiatives and procurement practices, not all costs associated with inflation can be fully mitigated or passed on to the consumer.

The condition of the labor market affects all of our businesses as it relates to our ability to attract and retain employees and contractors.

The unemployment rate remained flat at 4.1 percent from second quarter 2024 to third quarter 2024.

The unemployment rate increased slightly from 4.1 percent in fourth quarter 2024 to 4.2 percent in first quarter 2025.

Governments and businesses across the globe are taking action on climate change and are making significant commitments toward decarbonizing operations and reducing greenhouse gas emissions to net zero.

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CONSOLIDATED RESULTS

How We Did Third Quarter 2024 and Year-to-Date 2024

How We Did First Quarter 2025

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DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES

SEPTEMBER 2024

SEPTEMBER 2023

SEPTEMBER 2024

SEPTEMBER 2023

Costs of sales

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Earnings per share, basic and diluted

Comparing Third Quarter 2024 with Third Quarter 2023

Net sales decreased $341 million – 17 percent – primarily due to:

• a $302 million decrease in Wood Products net sales to unaffiliated customers, attributable to decreased sales realizations and sales volumes across most product lines;

• a $23 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased sales volumes and sales realizations and

• a $16 million decrease in Real Estate, Energy and Natural Resources net sales to unaffiliated customers attributable to a decrease in acres sold, as well as a decrease in average price per acre sold.

Costs of sales

Costs of sales decreased $89 million – 6 percent – primarily due to decreased sales volumes across most product lines in our Wood Products segment, as well as a decrease in acres sold in our Real Estate, Energy and Natural Resources segment.

Operating income

Operating income decreased $275 million – 78 percent – primarily due to a $252 million decrease in consolidated gross margin (see discussion of components above), as well as a $10 million noncash impairment charge related to the indefinite curtailment of our New Bern lumber mill recorded in third quarter 2024 (refer to Note 13:

Other Operating Costs, Net ).

Net earnings decreased $211 million – 88 percent – primarily due to the $275 million decrease in operating income, as discussed above, partially offset by a $69 million decrease in income tax expense (refer to Income Taxes ).

Comparing Year-to-Date 2024 with Year-to-Date 2023

Net sales decreased $484 million – 8 percent – primarily due to a $397 million decrease in Wood Products net sales to unaffiliated customers attributable to decreased sales realizations and sales volumes across most product lines, as well as a $106 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased sales volumes and sales realizations.

These decreases were partially offset by a $19 million increase in Real Estate, Energy and Natural Resources net sales to unaffiliated customers attributable to an increase in acres sold, partially offset by a decrease in average price per acre sold.

Comparing First Quarter 2025 with First Quarter 2024

Net sales decreased $33 million – 2 percent – primarily due to a $15 million decrease in Wood Products net sales attributable to decreased sales realizations across most product lines, partially offset by increased structural lumber sales, as well as a $13 million decrease in Real Estate & ENR net sales attributable to a decrease in acres sold.

Costs of sales

Costs of sales decreased $153 million – 3 percent – primarily due to decreased sales volumes across most product lines in Wood Products, as well as decreased sales volumes in our Timberlands segment, partially offset by an increase in acres sold in Real Estate, Energy and Natural Resources.

Costs of sales decreased $13 million – 1 percent – primarily due to a decrease in acres sold in our Real Estate & ENR segment, as well as decreased Western sales volumes and export log freight costs in our Timberlands segment, partially offset by increased structural lumber sales volumes in our Wood Products segment.

Operating income

Operating income decreased $364 million – 40 percent – primarily due to a $331 million decrease in consolidated gross margin (see discussion of components above), as well as a $10 million noncash impairment charge related to the indefinite curtailment of our New Bern lumber mill recorded in third quarter 2024.

These decreases were partially offset by a $25 million product remediation recovery recorded in second quarter 2024 (refer to Note 13:

Other Operating Costs, Net ).

Net earnings decreased $305 million – 49 percent – primarily due to the $364 million decrease in operating income, as discussed above, partially offset by a $63 million decrease in income tax expense (refer to Income Taxes ).

How We Did Third Quarter 2024 and Year-to-Date 2024

Operating income decreased $17 million – 9 percent – primarily due to a $20 million decrease in consolidated gross income (see discussion of components above).

Net earnings decreased $31 million – 27 percent – primarily due to the $17 million decrease in operating income discussed above, as well as an $11 million decrease in interest income and other and an $8 million increase in non-operating pension and other post-employment benefit costs.

These changes were partially offset by a $4 million decrease in income tax expense.

How We Did First Quarter 2025

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DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2024

SEPTEMBER 2023

SEPTEMBER 2024

SEPTEMBER 2023

Net sales to unaffiliated customers:

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Costs of sales

Operating income

Interest income and other

Net contribution to earnings

Operating income and Net contribution to earnings

(1) Other Timberlands sales include sales of seeds and seedlings from our nursery operations as well as wood chips.

Comparing Third Quarter 2024 with Third Quarter 2023

Comparing First Quarter 2025 with First Quarter 2024

Net sales to unaffiliated customers

Net sales to unaffiliated customers decreased $23 million – 6 percent – primarily due to an $18 million decrease in Western log sales attributable to a 7 percent decrease in sales volumes and a 4 percent decrease in sales realizations, as well as a $6 million decrease in Southern log sales attributable to a 3 percent decrease in sales volumes.

Net sales to unaffiliated customers decreased $5 million – 1 percent – primarily due to a $7 million decrease in Western log sales attributable to a 2 percent decrease in sales volumes and sales realizations.

This decrease was partially offset by a $1 million increase in Northern log sales attributable to a 10 percent increase in sales volumes, partially offset by a 3 percent decrease in sales realizations.

Intersegment sales

Intersegment sales decreased $5 million – 4 percent – primarily due to a 6 percent decrease in sales realizations, partially offset by a 3 percent increase in sales volumes.

Intersegment sales increased $18 million – 13 percent – primarily due to a 13 percent increase in sales volumes.

Costs of sales

Costs of sales decreased $7 million – 2 percent – primarily due to decreased sales volumes.

Costs of sales decreased $6 million – 1 percent – primarily due to decreased Western sales volumes and export log freight costs.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings decreased $21 million – 27 percent – primarily due to the change in the components of gross margin, as discussed above.

Comparing Year-to-Date 2024 with Year-to-Date 2023

Net sales to unaffiliated customers

Net sales to unaffiliated customers decreased $106 million – 8 percent – primarily due to a $72 million decrease in Western log sales attributable to a 7 percent decrease in sales volumes and a 6 percent decrease in sales realizations, as well as a $32 million decrease in Southern log sales attributable to a 5 percent decrease in sales volumes and a 2 percent decrease in sales realizations.

Intersegment sales

Intersegment sales decreased $17 million – 4 percent – primarily due to a 5 percent decrease in sales realizations.

Costs of sales

Costs of sales decreased $42 million – 3 percent – primarily due to decreased sales volumes.

Net contribution to earnings

Net contribution to earnings decreased $84 million – 28 percent – primarily due to the change in the components of gross margin, as discussed above.

Operating income and net contribution to earnings increased $22 million – 28 percent – primarily due to the change in the components of gross margin, as discussed above.

Third-Party Log Sales Volumes and Fee Harvest Volumes

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SEPTEMBER 2023

Third-party log sales – tons:

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REAL ESTATE, ENERGY A ND NATURAL RESOURCES

How We Did Third Quarter 2024 and Year-to-Date 2024

How We Did First Quarter 2025

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SEPTEMBER 2023

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SEPTEMBER 2023

Energy and natural resources

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In any period, the average price per acre will vary based on the location and physical characteristics of parcels sold.

Comparing Third Quarter 2024 with Third Quarter 2023

Net sales decreased $16 million – 15 percent – primarily due to a decrease in acres sold, as well as a decrease in average price per acre sold.

Comparing First Quarter 2025 with First Quarter 2024

Net sales decreased $13 million – 12 percent – primarily due to a decrease in acres sold, partially offset by an increase in average price per acre sold.

Costs of sales

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Operating income and net contribution to earnings decreased $4 million – 7 percent – primarily due to the change in the components of gross margin, as discussed above.

Comparing Year-to-Date 2024 with Year-to-Date 2023

Net sales increased $19 million – 7 percent – primarily due to an increase in acres sold, partially offset by a decrease in average price per acre sold.

Costs of sales

Costs of sales increased $13 million – 12 percent – primarily due to an increase in acres sold.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings increased $9 million – 6 percent – primarily due to the change in the components of gross margin, as discussed above.

REAL ESTATE SALES STATISTICS

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Average price per acre

WOOD PRODUCTS

How We Did Third Quarter 2024 and Year-to-Date 2024

How We Did First Quarter 2025

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DOLLAR AMOUNTS IN MILLIONS

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SEPTEMBER 2023

Structural lumber

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(1) Other products produced sales include wood chips, other byproducts and third-party residual log sales from our Canadian Forestlands operations.

Comparing Third Quarter 2024 with Third Quarter 2023

Net sales decreased $302 million – 20 percent – primarily due to:

● a $119 million decrease in structural lumber sales attributable to a 16 percent decrease in sales realizations, as well as a 6 percent decrease in sales volumes;

● a $78 million decrease in oriented strand board sales attributable to a 27 percent decrease in sales realizations;

● a $41 million decrease in engineered solid section sales attributable to a 13 percent decrease in sales volumes, as well as a 6 percent decrease in sales realizations;

● a $27 million decrease in engineered I-joists sales attributable to a 14 percent decrease in sales volumes, as well as an 8 percent decrease in sales realizations;

● a $26 million decrease in complementary building products sales attributable to decreased sales volumes across most products and

● a $9 million decrease in other products produced primarily attributable to decreased sales realizations for wood chips.

Costs of sales

Costs of sales decreased $63 million – 5 percent – primarily due to decreased sales volumes across most product lines.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings decreased $250 million – 90 percent – primarily due to the change in the components of gross margin, as discussed above, as well as a $10 million noncash impairment charge related to the indefinite curtailment of our New Bern lumber mill recorded in third quarter 2024 (refer to Note:

Other Operating Costs, Net ).

Comparing Year-to-Date 2024 with Year-to-Date 2023

Comparing First Quarter 2025 with First Quarter 2024

Net sales decreased $15 million – 1 percent – primarily due to:

● a $244 million decrease in structural lumber sales attributable to an 11 percent decrease in sales realizations, as well as a 4 percent decrease in sales volumes;

• a $27 million decrease in oriented strand board sales attributable to a 12 percent decrease in sales realizations, partially offset by a 1 percent increase in sales volumes;

• a $16 million decrease in engineered solid section sales attributable to a 6 percent decrease in sales realizations, as well as a 2 percent decrease in sales volumes;

• a $16 million decrease in complementary building products sales attributable to decreased sales volumes across most products;

● a $57 million decrease in engineered solid section sales attributable to a 9 percent decrease in sales realizations;

● a $34 million decrease in engineered I-joists sales attributable to an 11 percent decrease in sales realizations;

● a $25 million decrease in other products produced attributable to decreased sales realizations for wood chips and

● a $6 million decrease in softwood plywood sales attributable to a 3 percent decrease in sales realizations, as well as a 2 percent decrease in sales volumes.

These decreases were partially offset by a $42 million increase in oriented strand board sales attributable to a 10 percent increase in sales realizations, partially offset by a 4 percent decrease in sales volumes.

• an $11 million decrease in engineered I-joist sales attributable to a 5 percent decrease in sales volumes and sales realizations and

• a $7 million decrease in medium density fiberboard sales attributable to an 18 percent decrease in sales volumes, as well as a 2 percent decrease in sales realizations.

These decreases were partially offset by a $63 million increase in structural lumber sales attributable to an 8 percent increase in sales realizations and a 5 percent increase in sales volumes.

Costs of sales

Costs of sales decreased $148 million – 4 percent – primarily due to decreased sales volumes across most product lines.

Costs of sales increased $7 million – 1 percent – primarily due to increased sales volumes for structural lumber and oriented strand board.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings decreased $239 million – 41 percent – primarily due to the change in the components of gross margin, as discussed above, as well as a $10 million noncash impairment charge related to the indefinite curtailment of our New Bern lumber mill recorded in third quarter 2024, partially offset by a $25 million product remediation recovery recorded in second quarter 2024 (refer to Note:

Other Operating Costs, Net ).

Operating income and net contribution to earnings decreased $22 million – 17 percent – primarily due to the change in the components of gross margin, as discussed above.

Third-Party Sales Volumes

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Structural lumber – board feet

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Structural lumber – board feet:

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Unallocated corporate function and variable compensation expense

Liability classified share-based compensation

Foreign exchange gain

Foreign exchange loss

Elimination of intersegment profit in inventory and LIFO

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Net charge to earnings

Comparing Third Quarter 2024 with Third Quarter 2023

Net charge to earnings increased $7 million – 15 percent – primarily due to a $10 million decrease in interest income and other, attributable to a decrease in our cash and short-term investment accounts, and a $4 million increase in liability classified share-based compensation.

These changes were partially offset by a $9 million decrease in elimination of intersegment profit in inventory and LIFO.

Comparing Year-to-Date 2024 with Year-to-Date 2023

Net charge to earnings increased $59 million – 48 percent – primarily due to a $15 million increase in unallocated corporate function and variable compensation expense and a $12 million decrease in interest income and other, primarily attributable to a decrease in our cash and short-term investment accounts.

Comparing First Quarter 2025 with First Quarter 2024

Net charge to earnings increased $32 million – 48 percent – primarily due to:

• a $12 million increase in the charge for elimination of intersegment profit in inventory and LIFO;

• an $11 million decrease in interest income and other, primarily attributable to a decrease in cash and cash equivalents and

• an $8 million increase in non-operating pension and other post-employment benefit costs.

INTEREST EXPENSE

Our interest expense, net of capitalized interest, was:

● $69 million for third quarter 2024 and $203 million year-to-date 2024;

● $72 million for third quarter 2023 and $208 million year-to-date 2023.

Interest expense decreased by $3 million compared to third quarter 2023 and decreased by $5 million compared to year-to-date 2023 primarily due to a series of debt issuances and retirements during 2023 that decreased our average outstanding debt.

Refer to Note 8:

Long-Term Debt and Line of Credit for further information.

● $66 million for first quarter 2025 and

● $67 million for first quarter 2024.

Interest expense decreased by $1 million compared to first quarter 2024 primarily due to debt retirements and a debt issuance in first quarter 2025 that slightly decreased our average outstanding debt and weighted average interest rate.

Our provision for income taxes was:

● a $15 million benefit for third quarter 2024 and a $38 million expense year-to-date 2024;

● a $54 million expense for third quarter 2023 and a $101 million expense year-to-date 2023.

● a $16 million expense for first quarter 2025 and

● a $20 million expense for first quarter 2024.

Our provision for income taxes is primarily driven by earnings generated by our TRSs.

Income tax expense decreased by $63 million compared to year-to-date 2023 primarily due to a decrease in our TRS earnings in 2024, as well as a decrease in our estimated annual effective tax rate.

Income tax expense decreased by $4 million compared to first quarter 2024 primarily due to a decrease in our overall earnings in first quarter 2025.

Refer to Note 14:

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We are committed to maintaining an appropriate capital structure that provides financial flexibility and enables us to protect the interests of our shareholders and meet our obligations to our lenders, while also maintaining access to all major financial markets.

As of September 30, 2024, we had $877 million in cash and cash equivalents and $1.5 billion of availability on our line of credit, which expires in March 2028.

As of March 31, 2025, we had $560 million in cash and cash equivalents and $1.5 billion of availability on our line of credit, which expires in March 2028.

We believe we have sufficient liquidity to meet our cash requirements for the foreseeable future.

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Consolidated net cash from operations was:

● $790 million for year-to-date 2024 and

● $1,145 million for year-to-date 2023.

Net cash from operations decreased $355 million primarily due to decreased cash flows from our business operations, as well as an $11 million increase in cash paid for income taxes.

● $70 million for first quarter 2025 and

● $124 million for first quarter 2024.

Net cash from operations decreased $54 million primarily due to decreased cash inflows from our business operations, as well as an $11 million increase in cash paid for income taxes.

CASH FROM INVESTING ACTIVITIES

Consolidated net cash from investing activities was:

● $(381) million for year-to-date 2024 and

● $(982) million for year-to-date 2023.

Net cash from investing activities increased $601 million primarily due to a $664 million decrease in cash paid for short-term investments, partially offset by a $65 million increase in cash paid for acquisitions of timberlands.

● $(97) million for first quarter 2025 and

● $(77) million for first quarter 2024.

Net cash from investing activities decreased $20 million primarily due to a $14 million increase in cash paid for capital expenditures.

Summary of Capital Spending by Business Segment

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DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2024

SEPTEMBER 2023

Wood Products

Unallocated Items

We anticipate our capital expenditures for 2024 to be approximately $420 million.

During fourth quarter 2024, we announced our plan to invest approximately $500 million to build a new TimberStrand ® facility in Monticello, Arkansas.

This capital outlay may be sourced from cash on hand or through future financing, as deemed appropriate.

Construction began in 2025, with the goal of starting operations in 2027.

Once completed, the new facility will increase our engineered wood products capacity by approximately 10 million cubic feet.

We anticipate our capital expenditures for 2025 to be approximately $440 million, excluding the investment in our Monticello engineered wood products facility.

The amount we spend on capital expenditures could change.

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Consolidated net cash from financing activities was:

● $(674) million for year-to-date 2024 and

● $(571) million for year-to-date 2023.

Net cash from financing activities decreased $103 million primarily due to a $743 million decrease in net proceeds from issuance of long-term debt, partially offset by a $537 million decrease in cash used for payments of dividends, as well as a $118 million decrease in cash used for payments of long-term debt.

● $(97) million for first quarter 2025 and

● $(308) million for first quarter 2024.

Net cash from financing activities increased $211 million primarily due to:

• a $299 million increase in net proceeds from issuance of long-term debt,

• a $96 million decrease in cash paid for dividends and

• a $25 million decrease in cash used for repurchases of common stock.

These changes were partially offset by a $210 million increase in payments on long-term debt.

Line of Credit

We had no outstanding borrowings on our $1.5 billion five-year senior unsecured revolving credit facility as of September 30, 2024 or December 31, 2023.

We had no outstanding borrowings on our $1.5 billion five-year senior unsecured revolving credit facility as of March 31, 2025 or December 31, 2024.

This credit facility expires in March 2028.

2 unchanged sentences

Long-Term Debt

We have $210 million of long-term debt, with a weighted average interest rate of 8.314 percent, scheduled to mature during first quarter 2025.

In July 2023, we repaid $118 million of our 7.125 percent notes at maturity.

In May 2023, we completed an offering of debt securities by issuing $750 million of 4.750 percent notes due in May 2026.

The net proceeds after deducting the discount, underwriting fees and issuance costs were $743 million.

During first quarter 2025, we repaid our $139 million 8.50 percent debentures and our $71 million 7.95 percent debentures at maturity.

We also entered into a $300 million senior unsecured term loan that will mature in March 2030.

Net proceeds after fees were $299 million.

Borrowings will bear interest at a floating rate based on either the adjusted term SOFR plus a spread or a mutually agreed upon base rate plus a spread.

Refer to Note 8:

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Debt Covenants

As of September 30, 2024, Weyerhaeuser Company was in compliance with its debt covenants.

As of March 31, 2025, Weyerhaeuser Company was in compliance with its debt covenants.

There have been no significant changes to the debt covenants presented in our 2024 Annual Report on Form 10-K for our long-term debt instruments, and we expect to remain in compliance with our debt covenants for the foreseeable future.

1 unchanged sentence

We paid cash dividends on common shares of:

● $539 million for year-to-date 2024 and

● $1,076 million for year-to-date 2023.

The decrease in dividends paid is primarily due to a supplemental dividend of $0.14 per share based on 2023 financial results for a total of $102 million paid in first quarter 2024 in comparison to a supplemental dividend of $0.90 per share based on 2022 financial results for a total of $660 million paid in first quarter 2023.

● $152 million for first quarter 2025 and

● $248 million for first quarter 2024.

The decrease in dividends paid is primarily due to a supplemental dividend of $0.14 per share based on 2023 financial results for a total of $102 million paid in first quarter 2024.

Under our cash return framework, we plan to supplement our base dividend with an additional return of variable cash, as appropriate, in the form of a supplemental cash dividend and/or share repurchase to achieve a targeted total return to shareholders of 75 to 80 percent of annual Adjusted Funds Available for Distribution (Adjusted FAD).

1 unchanged sentence

Share Repurchases

We repurchased 820,706 common shares for approximately $26 million (including transaction fees) during third quarter 2024 and 3,962,220 common shares for approximately $125 million (including transaction fees) during year-to-date 2024 under the 2021 Repurchase Program.

During third quarter 2023, we repurchased 757,510 common shares for approximately $25 million (including transaction fees) and 3,562,944 common shares for approximately $110 million (including transaction fees) during year-to-date 2023 under the 2021 Repurchase Program.

There were 11,564 unsettled shares (less than $1 million) as of September 30, 2024 and 13,866 unsettled shares (approximately $1 million) as of December 31, 2023.

We repurchased 845,049 common shares for approximately $25 million (including transaction fees) during first quarter 2025 under the 2021 Repurchase Program.

During first quarter 2024, we repurchased 1,472,369 common shares for approximately $49 million (including transaction fees) under the 2021 Repurchase Program.

There were no unsettled shares as of March 31, 2025 and 12,436 unsettled shares (less than $1 million) as of December 31, 2024.

Refer to Note 4:

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However, we believe Adjusted EBITDA provides meaningful supplemental information for investors about our operating performance, better facilitates period to period comparisons and is widely used by analysts, lenders, rating agencies and other interested parties.

Our definition of Adjusted EBITDA may be different from similarly titled measures reported by other companies.

Our definition of Adjusted EBITDA may be different from similarly titled measures reported by other companies, including those in our industry.

Adjusted EBITDA, as we define it, is operating income adjusted for depreciation, depletion, amortization, basis of real estate sold and special items.

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2024

SEPTEMBER 2023

SEPTEMBER 2024

SEPTEMBER 2023

Adjusted EBITDA by Segment:

5 unchanged sentences

GAAP measures for each.

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

DOLLAR AMOUNTS IN MILLIONS

Real Estate &

Adjusted EBITDA by Segment:

Interest expense, net of capitalized interest

Net contribution (charge) to earnings

Non-operating pension and other post-employment benefit costs

Interest income and other

Operating income (loss)

Depreciation, depletion and amortization

Basis of real estate sold

Special items included in operating income (loss) (1)

Adjusted EBITDA

(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:

The table below reconciles Adjusted EBITDA for the quarter ended March 31, 2025:

DOLLAR AMOUNTS IN MILLIONS

9 unchanged sentences

Adjusted EBITDA

The table below reconciles Adjusted EBITDA for the year-to-date period ended September 30, 2024:

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

DOLLAR AMOUNTS IN MILLIONS

8 unchanged sentences

Basis of real estate sold

Special items included in operating income (loss) (1)

Adjusted EBITDA

(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.

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

DOLLAR AMOUNTS IN MILLIONS

Adjusted EBITDA by Segment:

Interest expense, net of capitalized interest

Net contribution (charge) to earnings

Non-operating pension and other post-employment benefit costs

Interest income and other

Operating income (loss)

Depreciation, depletion and amortization

Basis of real estate sold

Special items included in operating income (loss) (1)

Adjusted EBITDA

(1) Operating income (loss) for Unallocated Items includes a pretax special item consisting of an $11 million noncash environmental remediation charge.

We use Adjusted Funds Available for Distribution (Adjusted FAD) to evaluate the company’s liquidity and measure 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 results reported in accordance with U.S.

However, we believe the measure provides meaningful supplemental information for our investors about our liquidity.

However, we believe the measure provides meaningful supplemental information for investors about our liquidity.

Adjusted FAD, as we define it, is net cash from operations adjusted for capital expenditures and significant non-recurring items.

4 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2024

SEPTEMBER 2023

SEPTEMBER 2024

SEPTEMBER 2023

Net cash from operations

Capital expenditures

Cash from product remediation recovery

Monticello engineered wood products facility capital expenditures

Net cash from investing activities

Net cash from financing activities

Net Earnings and Net Earnings per Diluted Share Before Special Items (Income Tax Affected)

We use net earnings before special items and net earnings per diluted share before special items as key performance measures to evaluate the performance of the consolidated company.

These measures should not be considered in isolation from, and are not intended to represent an alternative to, our results reported in accordance with U.S.

However, 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.

Net Earnings Before Special Items

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2024

SEPTEMBER 2023

SEPTEMBER 2024

SEPTEMBER 2023

Environmental remediation charge

Product remediation recovery

Restructuring, impairments and other charges

Net earnings before special items

Net Earnings per Diluted Share Before Special Items

QUARTER ENDED

YEAR-TO-DATE ENDED

SEPTEMBER 2024

SEPTEMBER 2023

SEPTEMBER 2024

SEPTEMBER 2023

Net earnings per diluted share

Environmental remediation charge

Product remediation recovery

Restructuring, impairments and other charges

Net earnings per diluted share before special items

CRITICAL ACCOUNTING E STIMATES

There have been no significant changes during year-to-date 2024 to the critical accounting estimates presented in our 2023 Annual Report on Form 10-K.

There have been no material changes during first quarter 2025 to the critical accounting estimates presented in our 2024 Annual Report on Form 10-K.

QUANTIT ATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

6 unchanged sentences

Changes in market rates of interest affect the fair value of our fixed-rate debt.

Summary of Long-Term Debt Obligations as of September 30, 2024

Summary of Long-Term Debt Obligations as of March 31, 2025

DOLLAR AMOUNTS IN MILLIONS

3 unchanged sentences

(1) Excludes $38 million of unamortized discounts and capitalized debt expense.

(2) As of September 30, 2024, the interest rate for our variable-rate debt was 6.80 percent, excluding estimated patronage refunds.

(2) As of March 31, 2025, the weighted average interest rate for our variable-rate debt was 6.27 percent, excluding estimated patronage refunds.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis