Item 1. Financial Statements
Item 1. FINANCIAL STATEMENTS
WEYERHAEUSER COMPANY
CONSOLIDATED STATEM ENT OF OPERATIONS
(UNAUDITED)
QUARTER ENDED
YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES
SEPTEMBER 2025
SEPTEMBER 2024
SEPTEMBER 2025
SEPTEMBER 2024
Net sales (Note 3)
$
1,717
$
1,681
$
5,364
$
5,416
Costs of sales
1,513
1,431
4,500
4,407
Gross margin
204
250
864
1,009
Selling expenses
23
22
69
66
General and administrative expenses
107
122
340
358
Other operating (income) costs, net (Note 13)
( 49
)
28
( 25
)
41
Operating income
123
78
480
544
Non-operating pension and other post-employment benefit costs (Note 6)
( 19
)
( 10
)
( 57
)
( 31
)
Interest income and other
6
14
17
43
Interest expense, net of capitalized interest
( 71
)
( 69
)
( 203
)
( 203
)
Earnings before income taxes
39
13
237
353
Income taxes (Note 14)
41
15
13
( 38
)
Net earnings
$
80
$
28
$
250
$
315
Earnings per share, basic and diluted (Note 4)
$
0.11
$
0.04
$
0.35
$
0.43
Weighted average shares outstanding (in thousands) (Note 4):
Basic
721,598
727,621
723,791
728,892
Diluted
722,012
728,180
724,151
729,355
See accompanying Notes to Consolidated Financial Statements .
1
WEYERHAEUSER COMPANY
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(UNAUDITED)
QUARTER ENDED
YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS
SEPTEMBER 2025
SEPTEMBER 2024
SEPTEMBER 2025
SEPTEMBER 2024
Net earnings
$
80
$
28
$
250
$
315
Other comprehensive income (loss):
Foreign currency translation adjustments
( 8
)
6
13
( 8
)
Changes in unamortized actuarial loss, net of tax expense of $ 4 , $ 3 , $ 9 and $ 9
12
6
31
21
Changes in unamortized net prior service credit, net of tax benefit of $ 0 , $ 0 , $ 0 and $ 0
( 1
)
1
( 1
)
1
Unrealized (loss) gain on cash flow hedges (Note 9)
( 2
)
—
4
—
Total other comprehensive income
1
13
47
14
Total comprehensive income
$
81
$
41
$
297
$
329
See accompanying Notes to Consolidated Financial Statements .
2
WEYERHAEUSER COMPANY
CONSOLIDATED BALANCE SHEET
(UNAUD ITED)
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PAR VALUE
SEPTEMBER 30,
2025
DECEMBER 31,
2024
ASSETS
Current assets:
Cash and cash equivalents
$
401
$
684
Receivables, net
353
306
Receivables for taxes
8
9
Inventories (Note 5)
588
607
Assets held for sale (Note 15)
141
—
Prepaid expenses and other current assets
121
142
Total current assets
1,612
1,748
Property and equipment, less accumulated depreciation of $ 4,108 and $ 3,980
2,332
2,329
Construction in progress
360
287
Timber and timberlands at cost, less depletion
11,709
11,551
Minerals and mineral rights, less depletion
180
189
Deferred tax assets
62
24
Other assets
413
408
Total assets
$
16,668
$
16,536
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt (Note 8)
$
522
$
210
Accounts payable
280
255
Accrued liabilities (Note 7)
512
512
Total current liabilities
1,314
977
Long-term debt, net (Note 8)
4,948
4,866
Deferred tax liabilities
14
26
Deferred pension and other post-employment benefits (Note 6)
613
596
Other liabilities
341
350
Total liabilities
7,230
6,815
Commitments and contingencies (Note 10)
Equity:
Common shares: $ 1.25 par value; authorized 1,360 million shares; issued and outstanding: 720,861 thousand shares at September 30, 2025 and 725,845 thousand shares at December 31, 2024
902
908
Other capital
7,385
7,500
Retained earnings
1,506
1,715
Accumulated other comprehensive loss (Note 11)
( 355
)
( 402
)
Total equity
9,438
9,721
Total liabilities and equity
$
16,668
$
16,536
See accompanying Notes to Consolidated Financial Statements .
3
WEYERHAEUSER COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS
SEPTEMBER 2025
SEPTEMBER 2024
Cash flows from operations:
Net earnings
$
250
$
315
Noncash charges (credits) to earnings:
Depreciation, depletion and amortization
380
376
Basis of real estate sold
76
93
Deferred income taxes, net
( 61
)
( 9
)
Pension and other post-employment benefits (Note 6)
71
46
Share-based compensation expense (Note 12)
32
32
Gain on lumber mill sale (Note 16)
( 29
)
—
Other
3
6
Change in:
Receivables, net
( 37
)
( 21
)
Receivables and payables for taxes
( 12
)
( 3
)
Inventories
4
( 31
)
Prepaid expenses and other current assets
9
20
Accounts payable and accrued liabilities
41
( 1
)
Pension and post-employment benefit contributions and payments
( 13
)
( 12
)
Other
( 38
)
( 21
)
Net cash from operations
676
790
Cash flows from investing activities:
Capital expenditures for property and equipment
( 288
)
( 228
)
Capital expenditures for timberlands reforestation
( 37
)
( 39
)
Acquisitions of timberlands (Note 15)
( 466
)
( 135
)
Proceeds from lumber mill sale (Note 16)
61
—
Other
1
21
Net cash from investing activities
( 729
)
( 381
)
Cash flows from financing activities:
Cash dividends on common shares
( 454
)
( 539
)
Net proceeds from issuance of long-term debt (Note 8)
1,098
—
Payments on long-term debt (Note 8)
( 712
)
—
Repurchases of common shares (Note 4)
( 150
)
( 126
)
Other
( 12
)
( 9
)
Net cash from financing activities
( 230
)
( 674
)
Net change in cash, cash equivalents and restricted cash
( 283
)
( 265
)
Cash, cash equivalents and restricted cash at beginning of period
684
1,164
Cash, cash equivalents and restricted cash at end of period
$
401
$
899
Cash paid during the period for:
Interest, net of amount capitalized of $ 8 and $ 7
$
201
$
189
Income taxes, net of refunds
$
61
$
51
See accompanying Notes to Consolidated Financial Statements .
4
WEYERHAEUSER COMPANY
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(UNAUDITED)
QUARTER ENDED
YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES
SEPTEMBER 2025
SEPTEMBER 2024
SEPTEMBER 2025
SEPTEMBER 2024
Common shares:
Balance at beginning of period
$
903
$
910
$
908
$
912
Issued for exercise of stock options and vested units
—
—
1
2
Repurchases of common shares (Note 4)
( 1
)
( 1
)
( 7
)
( 5
)
Balance at end of period
902
909
902
909
Other capital:
Balance at beginning of period
7,401
7,530
7,500
7,608
Issued for exercise of stock options
—
1
1
4
Repurchases of common shares (Note 4)
( 24
)
( 25
)
( 143
)
( 120
)
Share-based compensation
9
10
32
32
Other transactions, net
( 1
)
1
( 5
)
( 7
)
Balance at end of period
7,385
7,517
7,385
7,517
Retained earnings:
Balance at beginning of period
1,576
1,897
1,715
2,009
Net earnings
80
28
250
315
Dividends on common shares
( 150
)
( 145
)
( 459
)
( 544
)
Balance at end of period
1,506
1,780
1,506
1,780
Accumulated other comprehensive loss:
Balance at beginning of period
( 356
)
( 292
)
( 402
)
( 293
)
Other comprehensive income
1
13
47
14
Balance at end of period (Note 11)
( 355
)
( 279
)
( 355
)
( 279
)
Total equity:
Balance at end of period
$
9,438
$
9,927
$
9,438
$
9,927
Dividends paid per common share
$
0.21
$
0.20
$
0.63
$
0.74
See accompanying Notes to Consolidated Financial Statements .
5
INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1:
BASIS OF PRESENTATION
7
NOTE 2:
BUSINESS SEGMENTS
7
NOTE 3:
REVENUE RECOGNITION
10
NOTE 4:
NET EARNINGS PER SHARE AND SHARE REPURCHASES
10
NOTE 5:
INVENTORIES
11
NOTE 6:
PENSION AND OTHER POST-EMPLOYMENT BENEFIT PLANS
12
NOTE 7:
ACCRUED LIABILITIES
12
NOTE 8:
LONG-TERM DEBT AND LINE OF CREDIT
12
NOTE 9:
FAIR VALUE OF FINANCIAL INSTRUMENTS
13
NOTE 10:
LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES
14
NOTE 11:
ACCUMULATED OTHER COMPREHENSIVE LOSS
14
NOTE 12:
SHARE-BASED COMPENSATION
14
NOTE 13:
OTHER OPERATING (INCOME) COSTS, NET
15
NOTE 14:
INCOME TAXES
15
NOTE 15:
TIMBERLAND ACQUISITIONS AND DIVESTITURES
15
NOTE 16:
PRINCETON LUMBER MILL DIVESTITURE
16
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE QUARTERS AND YEAR-TO-DATE PERIODS ENDED SEPTEMBER 30, 2025 AND 2024
NOTE 1: BASIS O F PRESENTATION
Our consolidated financial statements provide an overall view of our results of operations, financial condition and cash flows. They include our accounts and the accounts of entities we control, including majority-owned domestic and foreign subsidiaries. They do not include our intercompany transactions and accounts, which are eliminated. Throughout these Notes to Consolidated Financial Statements, unless specified otherwise, references to “Weyerhaeuser,” “the company,” “we” and “our” refer to the consolidated company.
The accompanying unaudited Consolidated Financial Statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods presented. Except as otherwise disclosed in these Notes to Consolidated Financial Statements, such adjustments are of a normal, recurring nature. The Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial statements. Certain information and footnote disclosures normally included in our annual Consolidated Financial Statements have been condensed or omitted. These quarterly Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2024 . Results of operations for interim periods should not necessarily be regarded as indicative of the results that may be expected for the full year.
Summary of Significant Accounting Policies
The following updates the policies disclosed in Note 1: Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the year ended December 31, 2024.
Derivative Instruments
At times, we may manage exposure to certain risks by entering into derivative instruments. We do not enter into derivative instruments for speculative purposes.
We record all derivative instruments on our Consolidated Balance Sheet at fair value. We are allowed to net settle transactions with respective counterparties for certain derivative instruments; however, we have not offset derivative asset and liability balances on our Consolidated Balance Sheet .
For derivative instruments that are designated as hedging instruments in a qualifying cash flow hedge, the hedging instrument’s income or loss is reported as a component of other comprehensive income (loss) and recorded in accumulated other comprehensive loss on our Consolidated Balance Sheet . The income or loss is subsequently reclassified into net earnings when the hedged transaction affects net earnings in the same line item as the underlying hedged transaction in our Consolidated Statement of Operations . Where applicable, the initial value of hedged components excluded from the assessment of effectiveness are amortized over the life of the hedging instrument, using a systematic and rational method, and recognized in the same line item as the hedged transaction.
Cash flows from derivative instruments designated as hedging instruments are classified in the same category as the cash flows from the respective hedged transaction.
See Note 9: Fair Value of Financial Instruments .
NOTE 2: BUSIN ESS SEGMENTS
We are principally engaged in growing and harvesting timber; maximizing the value of our acreage through the sale of higher and better use (HBU) properties; monetizing the value of surface and subsurface assets through leases and royalties; and manufacturing, distributing and selling products made from trees. Our business segments are organized based primarily on products and services which include:
● Timberlands – Logs, timber, recreational leases and other products;
● Real Estate, Energy and Natural Resources (Real Estate & ENR) – Real Estate (sales of timberlands) and ENR (rights to explore for and extract hard minerals, construction materials, natural gas production and wind and solar) and
● Wood Products – Structural lumber, oriented strand board, engineered wood products and building materials distribution.
7
A reconciliation of our business segment information to the respective information in the Consolidated Statement of Operations is as follows:
DOLLAR AMOUNTS IN MILLIONS
TIMBERLANDS
REAL ESTATE
& ENR
WOOD PRODUCTS
UNALLOCATED ITEMS AND INTERSEGMENT ELIMINATIONS
CONSOLIDATED
QUARTER ENDED SEPTEMBER 2025
Net sales to unaffiliated customers
$
386
$
103
$
1,228
$
—
$
1,717
Intersegment sales
150
—
—
( 150
)
—
Total
536
103
1,228
( 150
)
1,717
Costs of sales
429
28
1,218
( 162
)
1,513
Gross margin
107
75
10
12
204
Selling expenses
—
—
23
—
23
General and administrative expenses
25
7
39
36
107
Other segment items (1)
2
( 1
)
( 33
)
( 4
)
( 36
)
Net contribution (charge) to earnings
$
80
$
69
$
( 19
)
$
( 20
)
$
110
QUARTER ENDED SEPTEMBER 2024
Net sales to unaffiliated customers
$
357
$
89
$
1,235
$
—
$
1,681
Intersegment sales
136
—
—
( 136
)
—
Total
493
89
1,235
( 136
)
1,681
Costs of sales
410
31
1,132
( 142
)
1,431
Gross margin
83
58
103
6
250
Selling expenses
1
—
21
—
22
General and administrative expenses
24
6
41
51
122
Other segment items (1)
1
1
14
8
24
Net contribution (charge) to earnings
$
57
$
51
$
27
$
( 53
)
$
82
YEAR-TO-DATE ENDED SEPTEMBER 2025
Net sales to unaffiliated customers
$
1,141
$
351
$
3,872
$
—
$
5,364
Intersegment sales
458
—
—
( 458
)
—
Total
1,599
351
3,872
( 458
)
5,364
Costs of sales
1,254
104
3,575
( 433
)
4,500
Gross margin
345
247
297
( 25
)
864
Selling expenses
1
—
67
1
69
General and administrative expenses
73
20
118
129
340
Other segment items (1)
1
( 4
)
( 21
)
39
15
Net contribution (charge) to earnings
$
270
$
231
$
133
$
( 194
)
$
440
YEAR-TO-DATE ENDED SEPTEMBER 2024
Net sales to unaffiliated customers
$
1,153
$
305
$
3,958
$
—
$
5,416
Intersegment sales
416
—
—
( 416
)
—
Total
1,569
305
3,958
( 416
)
5,416
Costs of sales
1,275
118
3,424
( 410
)
4,407
Gross margin
294
187
534
( 6
)
1,009
Selling expenses
1
—
64
1
66
General and administrative expenses
74
20
118
146
358
Other segment items (1)
1
( 3
)
1
30
29
Net contribution (charge) to earnings
$
218
$
170
$
351
$
( 183
)
$
556
(1) Other segment items for each reportable segment includes recurring and non-recurring income and expense items. For our Wood Products segment, this includes an impairment charge related to the indefinite curtailment of our New Bern lumber mill for the quarter and year-to-date period ended September 30, 2024, product remediation recoveries for the year-to-date period ended September 30, 2024, and a gain on the sale of our Princeton lumber mill for the quarter and year-to-date period ended September 30, 2025. For Unallocated Items, this includes non-operating pension and other post-employment benefit costs, interest income and other and insurance recoveries for all periods presented. Refer to Note 13: Other Operating (Income) Costs, Net for additional information.
8
Reconciliation of Net Contribution to Earnings to Net Earnings
QUARTER ENDED
YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS
SEPTEMBER 2025
SEPTEMBER 2024
SEPTEMBER 2025
SEPTEMBER 2024
Net contribution to earnings
$
110
$
82
$
440
$
556
Interest expense, net of capitalized interest
( 71
)
( 69
)
( 203
)
( 203
)
Earnings before income taxes
39
13
237
353
Income taxes
41
15
13
( 38
)
Net earnings
$
80
$
28
$
250
$
315
Additional Financial Information
DOLLAR AMOUNTS IN MILLIONS
TIMBERLANDS
REAL ESTATE
& ENR
WOOD PRODUCTS
UNALLOCATED ITEMS AND INTERSEGMENT ELIMINATIONS
CONSOLIDATED
QUARTER ENDED SEPTEMBER 2025
Depreciation, depletion and amortization
$
68
$
3
$
56
$
3
$
130
Capital expenditures
$
37
$
—
$
88
$
—
$
125
QUARTER ENDED SEPTEMBER 2024
Depreciation, depletion and amortization
$
65
$
3
$
54
$
3
$
125
Capital expenditures
$
22
$
—
$
72
$
3
$
97
YEAR-TO-DATE ENDED SEPTEMBER 2025
Depreciation, depletion and amortization
$
197
$
9
$
166
$
8
$
380
Capital expenditures
$
82
$
—
$
243
$
—
$
325
YEAR-TO-DATE ENDED SEPTEMBER 2024
Depreciation, depletion and amortization
$
196
$
10
$
164
$
6
$
376
Capital expenditures
$
74
$
—
$
177
$
16
$
267
Total Assets
DOLLAR AMOUNTS IN MILLIONS
SEPTEMBER 30,
2025
DECEMBER 31,
2024
Timberlands and Real Estate & ENR (1)
$
12,857
$
12,545
Wood Products
3,200
3,116
Unallocated items
611
875
Consolidated
$
16,668
$
16,536
(1) Assets attributable to the Real Estate & ENR segment are combined with total assets for the Timberlands segment as we do not produce separate balance sheets internally.
9
NOTE 3: REVENU E RECOGNITION
A reconciliation of revenue recognized by our major products:
QUARTER ENDED
YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS
SEPTEMBER 2025
SEPTEMBER 2024
SEPTEMBER 2025
SEPTEMBER 2024
Net sales to unaffiliated customers:
Timberlands segment
Delivered logs:
West
Domestic sales
$
100
$
78
$
300
$
269
Export grade sales
69
80
207
270
Subtotal West
169
158
507
539
South
154
149
460
453
North
13
11
35
33
Subtotal delivered logs sales
336
318
1,002
1,025
Stumpage and pay-as-cut timber
22
14
45
38
Recreational and other lease revenue
21
19
59
57
Other (1)
7
6
35
33
Net sales attributable to Timberlands segment
386
357
1,141
1,153
Real Estate & ENR segment
Real estate
65
59
257
220
Energy and natural resources
38
30
94
85
Net sales attributable to Real Estate & ENR segment
103
89
351
305
Wood Products segment
Structural lumber
509
451
1,617
1,414
Oriented strand board
167
206
600
749
Engineered solid section
162
175
492
543
Engineered I-joists
85
95
268
301
Softwood plywood
38
38
119
121
Medium density fiberboard
39
42
107
123
Complementary building products
149
158
429
475
Other (2)
79
70
240
232
Net sales attributable to Wood Products segment
1,228
1,235
3,872
3,958
Total net sales
$
1,717
$
1,681
$
5,364
$
5,416
(1) Other Timberlands sales include sales of seeds and seedlings from our nursery operations as well as wood chips.
(2) Other Wood Products sales include wood chips, other byproducts and third-party residual log sales from our Canadian Forestlands operations.
NOTE 4: NET EARNINGS PER SHARE AND SHARE REPURCHASES
Our basic and diluted earnings per share were:
● $ 0.11 during third quarter 2025 and $ 0.35 during year-to-date 2 025;
● $ 0.04 during third quarter 2024 and $ 0.43 during year-to-date 2024.
Basic earnings per share is net earnings divided by the weighted average number of our outstanding common shares, including stock equivalent units where there is no circumstance under which those shares would not be issued. Diluted earnings per share is net earnings divided by the sum of the weighted average number of our outstanding common shares and the effect of our outstanding dilutive potential common shares.
10
QUARTER ENDED
YEAR-TO-DATE ENDED
SHARES IN THOUSANDS
SEPTEMBER 2025
SEPTEMBER 2024
SEPTEMBER 2025
SEPTEMBER 2024
Weighted average common shares outstanding – basic
721,598
727,621
723,791
728,892
Dilutive potential common shares:
Stock options
28
95
46
115
Restricted stock units
231
329
105
203
Performance share units
155
135
209
145
Total effect of outstanding dilutive potential common shares
414
559
360
463
Weighted average common shares outstanding – dilutive
722,012
728,180
724,151
729,355
We use the treasury stock method to calculate the dilutive effect of our outstanding stock options, restricted stock units and performance share units.
Potential Shares Not Included in the Computation of Diluted Earnings per Share
The following shares were not included in the computation of diluted earnings per share because they were either antidilutive or the required performance or market conditions were not met. Some or all of these shares may be dilutive potential common shares in future periods.
QUARTER ENDED
YEAR-TO-DATE ENDED
SHARES IN THOUSANDS
SEPTEMBER 2025
SEPTEMBER 2024
SEPTEMBER 2025
SEPTEMBER 2024
Stock options
—
607
—
607
Performance share units
1,028
892
1,028
892
Share Repurchase Program
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 980,114 common shares for approximately $ 25 million (including transaction fees) under the 2025 Repurchase Program during third quarter 2025 and 5,714,095 common shares for approximately $ 150 million (including transaction fees) under the share repurchase programs during year-to-date 2025. As of September 30, 2025, we had remaining authorization of $ 948 million for future share repurchases under the 2025 Repurchase Program. During third quarter 2024, we repurchased 820,706 common shares for approximately $ 26 million (including transaction fees) and 3,962,220 common shares for approximately $ 125 million (including transaction fees) during year-to-date 2024 under the 2021 Repurchase Program.
All common stock repurchases under the share repurchase programs were made in open-market transactions. We record share repurchases upon trade date as opposed to the settlement date when cash is disbursed. We record a liability for repurchases that have not yet been settled as of period end. There were no unsettled shares as of September 30, 2025 and 12,436 unsettl ed shares (less than $ 1 million) as of December 31, 2024 .
NOTE 5: IN VENTORIES
Inventories include raw materials, work-in-process and finished goods, as well as materials and supplies.
DOLLAR AMOUNTS IN MILLIONS
SEPTEMBER 30,
2025
DECEMBER 31,
2024
LIFO inventories:
Logs
$
23
$
23
Lumber, plywood, oriented strand board and fiberboard
81
82
Other products
10
14
Moving average cost or FIFO inventories:
Logs
29
55
Lumber, plywood, oriented strand board, fiberboard and engineered wood products
120
130
Other products
160
147
Materials and supplies
165
156
Total
$
588
$
607
LIFO – the last-in, first-out method – applies to major inventory products held at our U.S. locations. The moving average cost method or FIFO – the first-in, first-out method – applies to the balance of our U.S. raw material and product inventories, all material and supply inventories and all foreign inventories.
11
NOTE 6: PENSION AND OTHER PO ST-EMPLOYMENT BENEFIT PLANS
The components of net periodic benefit cost are:
PENSION
QUARTER ENDED
YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS
SEPTEMBER 2025
SEPTEMBER 2024
SEPTEMBER 2025
SEPTEMBER 2024
Service cost
$
5
$
5
$
14
$
15
Interest cost
30
29
90
87
Expected return on plan assets
( 26
)
( 31
)
( 78
)
( 92
)
Amortization of actuarial loss
14
12
42
32
Amortization of prior service cost
—
—
1
1
Total net periodic benefit cost – pension
$
23
$
15
$
69
$
43
OTHER POST-EMPLOYMENT BENEFITS
QUARTER ENDED
YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS
SEPTEMBER 2025
SEPTEMBER 2024
SEPTEMBER 2025
SEPTEMBER 2024
Interest cost
$
1
$
1
$
3
$
3
Amortization of actuarial loss
—
—
—
1
Amortization of prior service credit
—
( 1
)
( 1
)
( 1
)
Total net periodic benefit cost – other post-employment benefits
$
1
$
—
$
2
$
3
For the periods presented, service cost is included in “Costs of sales,” “Selling expenses,” and “General and administrative expenses” with the remaining components included in “Non-operating pension and other post-employment benefit costs” in the Consolidated Statement of Operations .
Fair Value of Pension Plan Assets and Obligations
In our year-end reporting process, we estimate the fair value of pension plan assets based upon the information available at that time. For certain assets, primarily private equity funds, the information available consists of net asset values as of an interim date, cash flows between the interim date and the end of the year and market events. We evaluate the year-end estimated fair value of pension plan assets in the second quarter of each year to incorporate final net asset values reflected in financial statements received after we have filed our Annual Report on Form 10-K. No adjustments to the
fair value of assets or projected benefit obligations were necessary during second quarter 2025.
NOTE 7: ACCRU ED LIABILITIES
Accrued liabilities were comprised of the following:
DOLLAR AMOUNTS IN MILLIONS
SEPTEMBER 30,
2025
DECEMBER 31,
2024
Compensation and employee benefit costs
$
182
$
171
Current portion of lease liabilities
24
29
Customer rebates, volume discounts and deferred income
134
129
Interest
54
62
Taxes payable
52
47
Other
66
74
Total
$
512
$
512
NOTE 8: LONG-TERM DEBT AND LINE OF CREDIT
Long-term Debt
During third quarter 2025, we entered into an $ 800 millio n senior unsecured te rm loan agreement that will mature in August 2028 . Net proceeds after fees were $ 799 million. Borrowings will bear interest at a floating rate based on either the adjusted term Secured Overnight Financing Rate (SOFR) plus a spread or a mutually agreed-upon base rate plus a spread. Additionally, we utilized approximately $ 500 million of the net proceeds of the term loan to partially redeem our $ 750 million 4.75 percent senior unsecured notes due in May 2026.
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 April 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.
12
Line of Credit
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 September 30, 2025 or December 31, 2024 .
NOTE 9: FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated fair value and carrying value of our long-term debt consisted of the following:
SEPTEMBER 30,
2025
DECEMBER 31,
2024
DOLLAR AMOUNTS IN MILLIONS
CARRYING
VALUE
FAIR VALUE
(LEVEL 2)
CARRYING
VALUE
FAIR VALUE
(LEVEL 2)
Long-term debt (including current maturities) and line of credit:
Fixed rate
$
4,123
$
4,151
$
4,827
$
4,757
Variable rate
1,347
1,350
249
250
Total debt
$
5,470
$
5,501
$
5,076
$
5,007
To estimate the fair value of fixed rate long-term debt, we used the market approach, which is based on quoted market prices we received for the same types and issues of our debt. We believe that our variable-rate long-term debt and line of credit instruments have net carrying values that approximate their fair value with only insignificant differences. The inputs to the valuations of our long-term debt are based on market data obtained from independent sources or information derived principally from observable market data. The difference between the fair value and the carrying value represents the theoretical net premium or discount we would pay or receive to retire all debt at the measurement date.
Fair Value of Derivative Instruments Designated as Cash Flow Hedges
The Derivative Instruments section of Note 1: Basis of Presentation provides information about how we account for derivative instruments as cash flow hedges.
Interest Rate Swap Hedging Relationship
During third quarter 2025, we entered into interest rate swaps with the risk management objective of managing exposure to interest rate volatility by converting variable rate debt obligations associated with our new $ 800 million term loan into fixed rate payments. The interest rate swaps provide the right to make fixed rate payments to the counterparty in exchange for variable, SOFR-based payments on a monthly settlement schedule. As of September 30, 2025 , our interest rate swap agreements with an aggregate notional amount of $ 800 million were designated as cash flow hedging instruments of variable, SOFR-based interest payments on our $ 800 million term loan. No comparable activity was present as of and for the year ended December 31, 2024.
An unrealized loss on interest rate swaps designated as cash flow hedging instruments of $ 2 million was recognized in "Other comprehensive income" in our Consolidated Statement of Comprehensive Income for the quarter and year-to-date period ended September 30, 2025. The unrealized loss for the year-to-date period of $ 2 million was recorded in "Accumulated other comprehensive loss" on our Consolidated Balance Sheet as of September 30, 2025.
As of September 30, 2025, the current and noncurrent fair value of interest rate swaps designated as cash flow hedging instruments in a liability position of less than $ 1 million an d $ 2 million are recorded in " Accrued Liabilities " and " Other Liabilities " on our Consolidated Balance Sheet , respectively.
Foreign Currency Hedging Relationship
During first quarter 2025, we entered into forward contracts with the risk management objective of reducing foreign exchange risk associated with the variability in cash flows from the settlement of forecasted foreign currency-denominated purchases of equipment. Our forward contracts provide the right to buy specified quantities of euros during predetermined future periods at predetermined future rates. As of September 30, 2025, all forward contracts with an aggregate notional amount of $ 36 million were designated as cash flow hedging instruments of hedged forecasted foreign-currency denominated purchases of equipment. No comparable activity was present as of and for the year ended December 31, 2024.
An unrealized loss on forward contracts designated as cash flow hedging instrume nts of less than $ 1 million and an unrealized gain of $ 6 million were recognized in “Other comprehensive income” in our Consolidated Statement of Comprehensive Income for the quarter and year-to-date period ended September 30, 2025, respectively. The unrealized gain for the year-to-date period of $ 6 million was recorded in “Accumulated other comprehensive loss” on our Consolidated Balance Sheet as of September 30, 2025.
As of September 30, 2025, the current and noncurrent fair value of forward contracts designated as cash flow hedging instruments in an asset position of $ 2 million and $ 1 million are reco rded in " Prepaid expenses and other current assets " and " Other assets " on our Consolidated Balance Sheet , respectively.
Fair Value of Other Financial Instruments
We believe that our other financial instruments, including cash and cash equivalents, short-term investments, receivables and payables, have net carrying values that approximate their fair values with only insignificant differences. This is primarily due to the short-term nature of these instruments and the allowance for doubtful accounts.
13
NOTE 10: LEGAL PROCEEDINGS, C OMMITMENTS AND CONTINGENCIES
Legal Proceedings
We are party to various legal proceedings arising in the ordinary course of business. We are not currently a party to any legal proceeding that management believes could have a material adverse effect on our Consolidated Statement of Operations , Consolidated Balance Sheet or Consolidated Statement of Cash Flows .
Environmental Matters
Site Remediation
Under the federal Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) – commonly known as the Superfund – and similar state laws, we:
● are a party to various proceedings related to the cleanup of hazardous waste sites and
● have been notified that we may be a potentially responsible party related to the cleanup of other hazardous waste sites for which proceedings have not yet been initiated.
As of September 30, 2025, our total accrual for future estimated remediation costs on active Superfund sites and other sites for which we are potentially responsible was approximately $ 78 million . These amounts are recorded in "Accrued liabilities" and "Other liabilities" on our Consolidated Balance Sheet .
NOTE 11: ACCUMULATED OT HER COMPREHENSIVE LOSS
Changes in amounts included in our accumulated other comprehensive loss by component are:
QUARTER ENDED
YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS
SEPTEMBER 2025
SEPTEMBER 2024
SEPTEMBER 2025
SEPTEMBER 2024
Pension (1)
Balance at beginning of period
$
( 564
)
$
( 498
)
$
( 583
)
$
( 515
)
Other comprehensive loss before reclassifications
—
( 1
)
( 3
)
—
Amounts reclassified from accumulated other comprehensive loss to earnings (2)
12
9
34
25
Total other comprehensive income
12
8
31
25
Balance at end of period
$
( 552
)
$
( 490
)
$
( 552
)
$
( 490
)
Other post-employment benefits (1)
Balance at beginning of period
$
23
$
22
$
23
$
24
Other comprehensive loss before reclassifications
( 1
)
—
—
( 3
)
Amounts reclassified from accumulated other comprehensive loss to earnings (2)
—
( 1
)
( 1
)
—
Total other comprehensive loss
( 1
)
( 1
)
( 1
)
( 3
)
Balance at end of period
$
22
$
21
$
22
$
21
Translation adjustments and other
Balance at beginning of period
$
185
$
184
$
158
$
198
Translation adjustments
( 8
)
6
13
( 8
)
Unrealized (loss) gain on cash flow hedges (1)
( 2
)
—
4
—
Total other comprehensive (loss) income
( 10
)
6
17
( 8
)
Balance at end of period
175
190
175
190
Accumulated other comprehensive loss, end of period
$
( 355
)
$
( 279
)
$
( 355
)
$
( 279
)
(1) Amounts presented are net of tax.
(2) Amounts of actuarial loss and prior service cost are components of net periodic benefit cost. See Note 6: Pension and Other Post-Employment Benefit Plans .
NOTE 12: SHARE-B ASED COMPENSATION
Share-based compensation activity during year-to-date 2025 included the following:
SHARES IN THOUSANDS
GRANTED
VESTED
Restricted stock units (RSUs)
1,022
715
Performance share units (PSUs)
479
145
A total of 635 thousand shares of common stock were issued as a result of RSU and PSU vestings, net of tax.
14
Restricted Stock Units
The weighted average fair value of the RSUs granted in 2025, calculated as an average of the high and low prices on grant date, was $ 29.77 . The vesting provisions for RSUs granted in 2025 were consistent with prior year grants.
Performance Share Units
The weighted average grant date fair value of PSUs granted in 2025 was $ 32.50 . The final number of shares granted in 2025 will vest between a range of 0 percent to 150 percent of each grant's target, depending upon actual company total shareholder return (TSR) compared against the TSR of an industry peer group. TSR assumes full reinvestment of dividends. PSUs granted in 2025 will vest at a maximum of 100 percent of target value in the event of negative absolute company TSR.
Weighted Average Assumptions Used in Estimating the Value of Performance Share Units Granted in 2025
PERFORMANCE SHARE UNITS
Performance period
2/14/2025 – 12/31/2027
Valuation date closing stock price
$ 29.61
Risk-free rate
4.17 % – 4.26 %
Expected volatility
22.20 % – 25.70 %
NOTE 13: OTHER OPERAT ING (INCOME) COSTS, NET
Other operating (income) costs, net were comprised of the following:
QUARTER ENDED
YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS
SEPTEMBER 2025
SEPTEMBER 2024
SEPTEMBER 2025
SEPTEMBER 2024
Environmental remediation charges
$
1
$
2
$
8
$
8
Gain on lumber mill sale
( 29
)
—
( 29
)
—
Insurance recoveries
( 34
)
( 1
)
( 39
)
( 4
)
Litigation expense, net
8
13
18
34
Product remediation recovery
—
—
—
( 25
)
Research and development expenses
2
1
4
5
Restructuring, impairments and other charges
—
10
—
10
Other, net
3
3
13
13
Total other operating (income) costs, net
$
( 49
)
$
28
$
( 25
)
$
41
NOTE 14: INCOME TAXES
As a real estate investment trust (REIT), we generally are not subject to federal corporate income taxes on REIT taxable income that is distributed to shareholders. We are required to pay corporate income taxes on earnings of our Taxable REIT Subsidiaries (TRSs), which include our Wood Products segment and a portion of our Timberlands and Real Estate & ENR segments.
The quarterly provision for income taxes is based on our current estimate of the annual effective tax rate and is adjusted for discrete taxable events that have occurred during the year. Our 2025 estimated annual effective tax rate, excluding discrete items, differs from the U.S. federal statutory tax rate of 21 percent pr imarily due to state and foreign income taxes and tax benefits associated with our nontaxable REIT earnings.
Tax Legislation
On July 4, 2025, H.R. 1, commonly known as the One Big, Beautiful Bill Act (the OBBBA), was enacted. The OBBBA contains significant changes to corporate taxation, including accelerated deductions for capital spending, expensing of research and development costs and increased deductibility of interest expense. Additionally, effective for taxable years beginning after December 31, 2025, the value of TRS securities that a REIT may hold will increase from 20 percent to 25 percent of the value of the REIT’s total assets. We do not expect a material impact to our financial statements due to the enactment of the OBBBA.
NOTE 15: TIMBERLAND ACQUISITIONS AND DIVESTITURES
Divestitures
On October 30, 2025, we announced an agreement to sell 86 thousand acres of Georgia and Alabama timberlands for approximately $ 220 million. The sale is subject to customary closing conditions and is expected to close in fourth quarter 2025. This sale is not considered a strategic shift that had, or will have, a major effect on our operations or financial results and therefore does not meet the requirements for presentation as discontinued operations. However, the related assets have met the relevant criteria to be classified as held for sale on our current period Consolidated Balance Sheet . As of September 30, 2025, assets held for sale of $ 101 million within our Timberlands segment were included in "Assets held for sale" on our Consolidated Balance Sheet .
15
On October 1, 2025, we completed the sale of 28 thousand acres of Oregon timberlands for approximately $ 190 million. This sale is not considered a strategic shift that had, or will have, a major effect on our operations or financial results and therefore does not meet the requirements for presentation as discontinued operations. However, the related assets have met the relevant criteria to be classified as held for sale on our current period Consolidated Balance Sheet . As of September 30, 2025, assets held for sale of $ 40 million within our Timberlands segment were included in "Assets held for sale" on our Consolidated Balance Sheet .
Acquisitions
On August 27, 2025, we completed the purchase of 117 thousand acres of North Carolina and Virginia timberlands for $ 364 million. We recorded $ 361 million of timberland assets in "Timber and timberlands at cost, less depletion" and $ 3 million of rel ated assets in "Property and equipment, net" on our Consolidated Balance Sheet .
On August 13, 2025, we completed the purchase of approximately 10 thousand acres of Washington timberlands for $ 95 million. We recorded $ 94 million of timberland assets in "Timber and timberlands at cost, less depletion" and $ 1 million of related assets in "Property and equipment, net" on our Consolidated Balance Sheet .
On July 25, 2024, we announced acquisitions totaling 84 thousand acres of Alabama timberlands for $ 244 million. The first transaction was completed
on May 30, 2024 and was comprised of 13 thousand acres for $ 48 million. We recorded $ 47 million of timberland assets in "Timber and timberlands at cost, less depletion" and $ 1 million of related assets in "Property and equipment, net" on our Consolidated Balance Sheet . The second transaction was completed on August 28, 2024 and was comprised of 32 thousand acres for $ 82 million. We recorded $ 81 million of timberland assets in "Timber and timberlands at cost, less depletion" and $ 1 million of related assets in "Property and equipment, net" on our Consolidated Balance Sheet . The third transaction was completed on October 9, 2024 and was comprised of 39 thousand acres for $ 114 million.
NOTE 16: PRINCETON LUMBER MILL DIVESTITURE
On September 2, 2025, we completed the sale of our Princeton lumber mill for approximately $ 85 mil lion. The total purchase price is inclusive of mill assets, the associated timber licenses in British Columbia and the value of working capital as of the closing date. Pursuant to the transaction closing, a gain on the sale of $ 29 million was recognized within our Wood Products segment in "Other operating (income) costs, net" in our Consolidated Statement of Operations . The transfer of all associated timber licenses in British Columbia remains subject to regulatory approval as of third quarter 2025, which we expect will follow in the ensuing months. A portion of the total purchase price is held in escrow as of the date of the sale and will be released in conjunction with the transfer of the associated timber licenses. We recorded this portion within "Receivables, net" and "Other assets, net" on our Consolidated Balance Sheet .
16
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.