What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-07-25 compared with 2025-04-25 · 205 added, 105 removed, 310 unchanged (50% of the section changed)

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our cash dividend framework, including our target percentage return to shareholders of Adjusted Funds Available for Distribution, including expected supplemental cash dividends and/or future share repurchases;

compliance with covenants in our debt agreements;

future compliance with covenants in our debt agreements;

our expectations concerning our contingent liabilities and the sufficiency of related reserves and accruals including, but not limited to, cost estimates of future litigation and environmental remediation;

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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;

housing construction activity, repair and remodel activity, inflation trends and interest rates and the potential impacts of U.S.

trade policy;

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.

assumptions used in valuing incentive compensation and related expense;

the expected effects of U.S.

international trade policy and the occurrence and timing of the closing of an announced timberland acquisition transaction and the occurrence and timing of the closing of an announced wood products manufacturing facility sale transaction.

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

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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.

Home sales and building activity has eased in response to elevated mortgage interest rates, reduced affordability and lower consumer confidence.

Despite areas in the U.S.

South and Southwest seeing an uptick in new offerings, overall housing inventory remains historically low across many markets.

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

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.

Census Bureau, housing starts for second quarter 2025 averaged 1.3 million units, a 5.3 percent decrease from first quarter 2025.

Single-family starts averaged 919 thousand units in second quarter 2025, a 9.5 percent decrease from first quarter 2025.

Multi-family starts averaged 408 thousand units in second quarter 2025, a 5.9 percent increase from first quarter 2025.

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 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.

Sales of newly built, single-family homes averaged a seasonally adjusted annual rate of 652 thousand units for second quarter 2025, a 0.5 percent decrease from first quarter 2025.

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 return to historical growth trends driven by recent deferrals in repair and remodel spending, elevated home equity and an aging U.S.

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

Repair and remodeling expenditures increased by 0.3 percent from first quarter 2025 to second 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 lock-in effect of lower mortgage rates compared to current rates, many homeowners have been more cautious in discretionary spending on large projects.

Slower sales of existing homes has also contributed to more subdued activity.

This softness has been reflected in both the do-it-yourself (DIY) and professionally built segments, largely driven by lower consumer confidence, higher interest rates and general uncertainty around the trajectory of the economy.

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

housing stock, with a median age of 45 years.

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.

wood product markets, after a steady increase in the first quarter, the Random Lengths Framing Lumber Composite peaked in early April and trended lower through late June.

This was driven by cautious buyer sentiment in response to elevated macroeconomic uncertainty and a softer than expected spring building season.

OSB prices decreased significantly in the second quarter in response to softening demand from home construction activity and ample supply.

In second quarter 2025, the Random Lengths Framing Lumber Composite price averaged $453/MBF and the OSB Composite averaged $304/MSF.

Over the course of second quarter 2025, composite prices for lumber decreased from $488/MBF to $422/MBF and composite prices for OSB decreased from $358/MSF to $262/MSF.

In Western log markets, Douglas-fir sawlog prices decreased 0.9 percent in second quarter 2025 compared with first quarter 2025, as reported by Fastmarkets RISI Log Lines based on Weyerhaeuser’s sales mix.

Prices in the first quarter had been elevated given seasonally lower log supply and steady takeaway of lumber, but decreased in the second quarter in response to a softening lumber market and elevated log inventories.

In the South, delivered sawlog prices decreased 0.4 percent in second quarter 2025 compared to first quarter 2025 and declined 2.5 percent from second quarter 2024, as reported by TimberMart-South.

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

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

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.

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

In Japan, total housing starts decreased 6.0 percent year-to-date through May compared to the same period in 2024, while the key Post and Beam segment saw a 2.2 percent decrease, in part due to more stringent building permit requirements, effective April 1,

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.

In March, Chinese regulators announced a 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 fourth quarter 2024 to 6.7 percent in first quarter 2025, according to economic data from Freddie Mac.

30-year mortgage rates, which are generally correlated with long-term interest rates, increased from 6.7 percent in first quarter 2025 to 6.8 percent in second 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, thereby reducing inventories of existing homes for sale which has led to 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 incremental 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 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 customer.

The Consumer Price Index increased at an annual rate of 2.7 percent as of June 2025 compared to 2.4 percent in March 2025.

This rate is markedly down from prior periods of elevated inflation, with limited tariff-related pressures largely offset by easing costs in other goods and services.

While we can offset some of our costs that are affected by 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 customer.

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 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.

Achieving these commitments will require governments and companies to take major steps to modify operations, invest in low-carbon activities and purchase credits to reduce environmental impacts.

We believe we are uniquely positioned to help entities achieve these commitments through natural climate solutions, including forest carbon sequestration, carbon capture and storage and renewable energy activities.

The unemployment rate decreased slightly from 4.2 percent in first quarter 2025 to 4.1 percent in second quarter 2025.

Governments and businesses across the globe have publicly expressed that climate change is a compelling issue requiring considerable responsive action;

many have made significant commitments toward decarbonizing activities and operations and reducing greenhouse gas emissions.

Achieving these commitments will require significant efforts, including modifying operations, investing in low-carbon technologies or purchasing credits to reduce environmental impacts.

Although political and broader sentiment for climate change mitigation activities and related investments can fluctuate, we expect that over the long-term, climate change will continue to be a significant social concern and priority.

With that in mind, we believe we are uniquely positioned to help others achieve climate change mitigation goals through natural climate solutions, including forest carbon, renewable energy and carbon capture and storage activities.

CONSOLIDATED RESULTS

How We Did First Quarter 2025

How We Did Second Quarter 2025 and Year-to-Date 2025

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DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES

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Earnings per share, basic and diluted

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.

Comparing Second Quarter 2025 with Second Quarter 2024

Net sales decreased $55 million – 3 percent – primarily due to a $64 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 $36 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased log sales realizations, partially attributable to a lower mix of export sales, and sales volumes in the Western region.

These changes were partially offset by a $45 million increase in Real Estate & ENR net sales attributable to an increase in average price per acre sold, partially offset by a decrease in acres sold.

Costs of sales

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.

Costs of sales increased $24 million – 2 percent – primarily due to increased sales volumes for structural lumber and oriented strand board in our Wood Products segment, partially offset by decreased Western sales volumes in our Timberlands segment.

Operating income

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.

Operating income decreased $92 million – 34 percent – primarily due to a $79 million decrease in consolidated gross income (see discussion of components above), as well as a $25 million product remediation recovery recorded in second quarter 2024 (refer to Note 13:

Other Operating Costs (Income), Net ).

Net earnings decreased $86 million – 50 percent – primarily due to the $92 million decrease in operating income discussed above and a $9 million increase in non-operating pension and other post-employment benefit costs, partially offset by a $21 million decrease in income tax expense.

Comparing Year-to-Date 2025 with Year-to-Date 2024

Net sales decreased $88 million – 2 percent – primarily due to a $79 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 $41 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased log sales realizations, partially attributable to a lower mix of export sales, and sales volumes in the Western region.

These changes were partially offset by a $32 million increase in Real Estate & ENR net sales attributable to an increase in average price per acre sold, partially offset by a decrease in acres sold.

Costs of sales

Costs of sales increased $11 million – less than 1 percent – primarily due to increased sales volumes for structural lumber and oriented strand board in our Wood Products segment, partially offset by decreased Western sales volumes in our Timberlands segment.

Operating income

Operating income decreased $109 million – 23 percent – primarily due to a $99 million decrease in consolidated gross income (see discussion of components above), as well as a $25 million product remediation recovery recorded in second quarter 2024 (refer to Note 13:

Other Operating Costs (Income), Net ).

Net earnings decreased $117 million – 41 percent – primarily due to the $109 million decrease in operating income discussed above, as well as an $18 million decrease in interest income and other and a $17 million increase in non-operating pension and other post-employment benefit costs.

These changes were partially offset by a $25 million decrease in income tax expense.

How We Did First Quarter 2025

How We Did Second Quarter 2025 and Year-to-Date 2025

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DOLLAR AMOUNTS IN MILLIONS

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Costs of sales

Operating income and Net contribution to earnings

Operating income

Interest income and other

Net contribution to earnings

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

Comparing First Quarter 2025 with First Quarter 2024

Comparing Second Quarter 2025 with Second Quarter 2024

Net sales to unaffiliated customers

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.

Net sales to unaffiliated customers decreased $36 million – 9 percent – primarily due to a $36 million decrease in Western log sales attributable to a 14 percent decrease in sales volumes and a 4 percent decrease in sales realizations, partially attributable to a lower mix of export sales.

Intersegment sales

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

Intersegment sales increased $10 million – 7 percent – primarily due to a 6 percent increase in sales realizations.

Costs of sales

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 increased $22 million – 28 percent – primarily due to the change in the components of gross margin, as discussed above.

Costs of sales decreased $34 million – 8 percent – primarily due to decreased Western sales volumes.

Net contribution to earnings

Net contribution to earnings increased $7 million – 9 percent – primarily due to the change in the components of gross margin, as discussed above.

Comparing Year-to-Date 2025 with Year-to-Date 2024

Net sales to unaffiliated customers

Net sales to unaffiliated customers decreased $41 million – 5 percent – primarily due to a $43 million decrease in Western log sales attributable to an 8 percent decrease in sales volumes and a 3 percent decrease in sales realizations, partially attributable to a lower mix of export sales.

Intersegment sales

Intersegment sales increased $28 million – 10 percent – primarily due to a 7 percent increase in sales volumes, as well as a 3 percent increase in sales realizations.

Costs of sales

Costs of sales decreased $40 million – 5 percent – primarily due to decreased Western sales volumes.

Net contribution to earnings

Net contribution to earnings increased $29 million – 18 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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VOLUMES IN THOUSANDS

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REAL ESTATE, ENERGY A ND NATURAL RESOURCES

How We Did First Quarter 2025

How We Did Second Quarter 2025 and Year-to-Date 2025

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DOLLAR AMOUNTS IN MILLIONS

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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 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.

Comparing Second Quarter 2025 with Second Quarter 2024

Net sales increased $45 million – 41 percent – primarily due to an increase in average price per acre sold, partially offset by a decrease in acres sold.

Costs of sales

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Operating income and Net contribution to earnings

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.

Operating income and net contribution to earnings increased $47 million – 80 percent – primarily due to the change in the components of gross margin, as discussed above.

Comparing Year-to-Date 2025 with Year-to-Date 2024

Net sales increased $32 million – 15 percent – primarily due to an increase in average price per acre sold, partially offset by a decrease in acres sold.

Costs of sales

Costs of sales decreased $11 million – 13 percent – primarily due to a decrease in acres sold.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings increased $43 million – 36 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 First Quarter 2025

How We Did Second Quarter 2025 and Year-to-Date 2025

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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 First Quarter 2025 with First Quarter 2024

Comparing Second Quarter 2025 with Second Quarter 2024

Net sales decreased $64 million – 5 percent – primarily due to:

• 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;

● an $83 million decrease in oriented strand board sales attributable to a 31 percent decrease in sales realizations, partially offset by a 3 percent increase in sales volumes;

● a $22 million decrease in engineered solid section sales attributable to a 10 percent decrease in sales realizations, as well as a 3 percent decrease in sales volumes;

● a $21 million decrease in complementary building products sales attributable to decreased sales volumes across most products;

• 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.

● a $12 million decrease in engineered I-joist sales attributable to a 9 percent decrease in sales realizations, as well as a 2 percent decrease in sales volumes and

● a $6 million decrease in medium density fiberboard sales attributable to a 14 percent decrease in sales volumes, partially offset by a 1 percent increase in sales realizations.

These decreases were partially offset by an $82 million increase in structural lumber sales attributable to an 8 percent increase in sales realizations and a 7 percent increase in sales volumes.

Costs of sales

Costs of sales increased $58 million – 5 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 $150 million – 77 percent – primarily due to the change in the components of gross margin, as discussed above, as well as a $25 million product remediation recovery recorded in second quarter 2024 (refer to Note 13:

Other Operating Costs (Income), Net ) .

Comparing Year-to-Date 2025 with Year-to-Date 2024

Net sales decreased $79 million – 3 percent – primarily due to:

● a $110 million decrease in oriented strand board sales attributable to a 22 percent decrease in sales realizations, partially offset by a 2 percent increase in sales volumes;

● a $38 million decrease in engineered solid section sales attributable to an 8 percent decrease in sales realizations, as well as a 3 percent decrease in sales volumes;

● a $37 million decrease in complementary building products sales attributable to decreased sales volumes across most products;

● a $23 million decrease in engineered I-joist sales attributable to a 7 percent decrease in sales realizations, as well as a 4 percent decrease in sales volumes and

● a $13 million decrease in medium density fiberboard sales attributable to a 16 percent decrease in sales volumes.

These decreases were partially offset by a $145 million increase in structural lumber sales attributable to an 8 percent increase in sales realizations and a 6 percent increase in sales volumes.

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Operating income and Net contribution to earnings

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.

Operating income and net contribution to earnings decreased $172 million – 53 percent – primarily due to the change in the components of gross margin, as discussed above, as well as a $25 million product remediation recovery recorded in second quarter 2024 (refer to Note 13:

Other Operating Costs (Income), Net ) .

Third-Party Sales Volumes

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VOLUMES IN MILLIONS (1)

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VOLUMES IN MILLIONS

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DOLLAR AMOUNTS IN MILLIONS

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Liability classified share-based compensation

Foreign exchange loss

Foreign exchange gain (loss)

Elimination of intersegment profit in inventory and LIFO

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Net charge to earnings

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.

Comparing Second Quarter 2025 with Second Quarter 2024

Net charge to earnings increased $12 million – 19 percent – primarily due to a $10 million increase in the charge for elimination of intersegment profit in inventory and LIFO.

Comparing Year-to-Date 2025 with Year-to-Date 2024

Net charge to earnings increased $44 million – 34 percent – primarily due to a $22 million increase in the charge for elimination of intersegment profit in inventory and LIFO and a $17 million decrease in interest income and other, primarily attributable to a decrease in cash and cash equivalents.

INTEREST EXPENSE

Our interest expense, net of capitalized interest, was:

● $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.

● $66 million for second quarter 2025 and $132 million year-to-date 2025;

● $67 million for second quarter 2024 and $134 million year-to-date 2024.

Interest expense decreased by $1 million compared to second quarter 2024 and decreased $2 million compared to year-to-date 2024 primarily due to debt retirements and a debt issuance in first quarter 2025 that decreased our weighted average interest rate.

Our provision for income taxes was:

● a $16 million expense for first quarter 2025 and

● a $20 million expense for first quarter 2024.

● a $12 million expense for second quarter 2025 and $28 million year-to-date 2025;

● a $33 million expense for second quarter 2024 and $53 million year-to-date 2024.

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

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.

Income tax expense decreased by $25 million compared to year-to-date 2024 primarily due to a decrease in our pretax earnings in 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 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.

As of June 30, 2025, we had $592 million in cash and cash equivalents and $1.75 billion of availability on our line of credit, which expires in June 2030.

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:

● $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.

● $466 million for year-to-date 2025 and

● $556 million for year-to-date 2024.

Net cash from operations decreased $90 million primarily due to decreased cash inflows from our operations.

CASH FROM INVESTING ACTIVITIES

Consolidated net cash from investing activities was:

● $(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.

● $(208) million for year-to-date 2025 and

● $(220) million for year-to-date 2024.

Net cash from investing activities increased $12 million primarily due to a $48 million decrease in cash paid for acquisitions of timberlands, partially offset by a $30 million increase in cash paid for capital expenditures.

Summary of Capital Spending by Business Segment

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DOLLAR AMOUNTS IN MILLIONS

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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.

We anticipate our capital expenditures for 2025 to be approximately $400 million, excluding approximately $130 million of 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:

● $(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.

● $(350) million for year-to-date 2025 and

● $(503) million for year-to-date 2024.

Net cash from financing activities increased $153 million primarily due to a $299 million increase in net proceeds from issuance of long-term debt, as well as a $90 million decrease in cash paid for dividends.

These changes were partially offset by a $210 million increase in payments on long-term debt and a $26 million increase in cash used for repurchases of common stock.

Line of Credit

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.

In June 2025, we amended and restated our senior unsecured revolving credit facility to extend the expiration date to June 2030, while increasing borrowing capacity from $1.5 billion to $1.75 billion.

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.

We had no outstanding borrowings on our revolving credit facility as of June 30, 2025 or December 31, 2024.

Refer to Note 8:

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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.

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

Net proceeds after fees were $299 million.

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Debt Covenants

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

As of June 30, 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.

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We paid cash dividends on common shares of:

● $152 million for first quarter 2025 and

● $248 million for first quarter 2024.

● $304 million for year-to-date 2025 and

● $394 million for year-to-date 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.

2 unchanged sentences

Share Repurchases

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.

During second quarter 2025, we completed the $1 billion purchase authorization under the share repurchase program approved by the board in September 2021 (the 2021 Repurchase Program).

On May 8, 2025, we announced the board approved a new share repurchase program (the 2025 Repurchase Program) under which we are authorized to repurchase up to $1 billion of outstanding shares.

Concurrently, the board of directors terminated the completed purchase authorization under the 2021 Repurchase Program.

We repurchased 3,888,932 common shares for approximately $100 million (including transaction fees) during second quarter 2025 and 4,733,981 common shares for approximately $125 million (including transaction fees) during year-to-date 2025 under the share repurchase programs.

During second quarter 2024, we repurchased 1,669,145 common shares for approximately $50 million (including transaction fees) and 3,141,514 common shares for approximately $99 million (including transaction fees) during year-to-date 2024 under the share repurchase programs.

There were no unsettled shares as of June 30, 2025 and 12,436 unsettled shares (less than $1 million) as of December 31, 2024.

Refer to Note 4:

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QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

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GAAP measures for each.

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

The table below reconciles Adjusted EBITDA for the quarter ended June 30, 2025:

DOLLAR AMOUNTS IN MILLIONS

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Adjusted EBITDA

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

The table below reconciles Adjusted EBITDA for the quarter ended June 30, 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 a pretax special item consisting of a $25 million product remediation recovery.

The table below reconciles Adjusted EBITDA for the year-to-date period ended June 30, 2025:

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

Adjusted EBITDA

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

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 Wood Products includes a pretax special item consisting of a $25 million product remediation recovery.

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.

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QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

1 unchanged sentence

Capital expenditures

Cash from product remediation recovery

Monticello engineered wood products facility capital expenditures

1 unchanged sentence

Net cash from financing activities

Net Earnings and Net Earnings per Diluted Share Before Special Items

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

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DOLLAR AMOUNTS IN MILLIONS

Product remediation recovery

Net earnings before special items

Net Earnings per Diluted Share Before Special Items

QUARTER ENDED

YEAR-TO-DATE ENDED

Net earnings per diluted share

Product remediation recovery

Net earnings per diluted share before special items

CRITICAL ACCOUNTING E STIMATES

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.

There have been no material changes during year-to-date 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 March 31, 2025

Summary of Long-Term Debt Obligations as of June 30, 2025

DOLLAR AMOUNTS IN MILLIONS

3 unchanged sentences

(1) Excludes $37 million of unamortized discounts and capitalized debt expense.

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

(2) As of June 30, 2025, the weighted average interest rate for our variable-rate debt was 6.28 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