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 2024				SEPTEMBER 2023				SEPTEMBER 2024				SEPTEMBER 2023
Net sales (Note 3)		$	1,681			$	2,022			$	5,416			$	5,900
Costs of sales			1,431				1,520				4,407				4,560
Gross margin			250				502				1,009				1,340
Selling expenses			22				22				66				66
General and administrative expenses			122				107				358				316
Other operating costs, net (Note 13)			28				20				41				50
Operating income			78				353				544				908
Non-operating pension and other post-employment benefit costs (Note 6)			(10	)			(12	)			(31	)			(33	)
Interest income and other			14				24				43				54
Interest expense, net of capitalized interest			(69	)			(72	)			(203	)			(208	)
Earnings before income taxes			13				293				353				721
Income taxes (Note 14)			15				(54	)			(38	)			(101	)
Net earnings		$	28			$	239			$	315			$	620
Earnings per share, basic and diluted (Note 4)		$	0.04			$	0.33			$	0.43			$	0.85
Weighted average shares outstanding (in thousands) (Note 4):
Basic			727,621				731,046				728,892				732,069
Diluted			728,180				731,742				729,355				732,542

See accompanying Notes to Consolidated Financial Statements.

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(UNAUDITED)

		QUARTER ENDED								YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS		SEPTEMBER 2024				SEPTEMBER 2023				SEPTEMBER 2024				SEPTEMBER 2023
Net earnings		$	28			$	239			$	315			$	620
Other comprehensive income:
Foreign currency translation adjustments			6				(7	)			(8	)			—
Changes in unamortized actuarial loss, net of tax expense of $3, $3, $9 and $7			6				9				21				23
Changes in unamortized net prior service credit, net of tax benefit of $0, $0, $0 and $1			1				—				1				1
Total other comprehensive income			13				2				14				24
Total comprehensive income		$	41			$	241			$	329			$	644

See accompanying Notes to Consolidated Financial Statements.

WEYERHAEUSER COMPANY

CONSOLIDATED BALANCE SHEET

(UNAUD****ITED)

DOLLAR AMOUNTS IN MILLIONS, EXCEPT PAR VALUE		SEPTEMBER 30, 2024				DECEMBER 31, 2023
ASSETS
Current assets:
Cash and cash equivalents		$	877			$	1,164
Receivables, net			373				354
Receivables for taxes			10				10
Inventories (Note 5)			592				566
Prepaid expenses and other current assets			142				219
Total current assets			1,994				2,313
Property and equipment, less accumulated depreciation of $3,935 and $3,901			2,247				2,269
Construction in progress			316				270
Timber and timberlands at cost, less depletion			11,502				11,528
Minerals and mineral rights, less depletion			192				200
Deferred tax assets			13				15
Other assets			404				388
Total assets		$	16,668			$	16,983
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt (Note 8)		$	210			$	—
Accounts payable			275				287
Accrued liabilities (Note 7)			507				501
Total current liabilities			992				788
Long-term debt, net (Note 8)			4,864				5,069
Deferred tax liabilities			78				81
Deferred pension and other post-employment benefits (Note 6)			462				461
Other liabilities			345				348
Total liabilities			6,741				6,747
Commitments and contingencies (Note 10)
Equity:
Common shares: $1.25 par value; authorized 1,360 million shares; issued and outstanding: 726,758 thousand shares at September 30, 2024 and 729,753 thousand shares at December 31, 2023			909				912
Other capital			7,517				7,608
Retained earnings			1,780				2,009
Accumulated other comprehensive loss (Note 11)			(279	)			(293	)
Total equity			9,927				10,236
Total liabilities and equity		$	16,668			$	16,983

See accompanying Notes to Consolidated Financial Statements.

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

		YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS		SEPTEMBER 2024				SEPTEMBER 2023
Cash flows from operations:
Net earnings		$	315			$	620
Noncash charges (credits) to earnings:
Depreciation, depletion and amortization			376				374
Basis of real estate sold			93				80
Pension and other post-employment benefits (Note 6)			46				50
Share-based compensation expense (Note 12)			32				26
Other			(3	)			(4	)
Change in:
Receivables, net			(21	)			(77	)
Receivables and payables for taxes			(3	)			51
Inventories			(31	)			23
Prepaid expenses and other current assets			20				(5	)
Accounts payable and accrued liabilities			(1	)			43
Pension and post-employment benefit contributions and payments			(12	)			(16	)
Other			(21	)			(20	)
Net cash from operations			790				1,145
Cash flows from investing activities:
Capital expenditures for property and equipment			(228	)			(209	)
Capital expenditures for timberlands reforestation			(39	)			(42	)
Acquisitions of timberlands (Note 15)			(135	)			(70	)
Purchase of short-term investments			—				(664	)
Other			21				3
Net cash from investing activities			**(**381	)			**(**982	)
Cash flows from financing activities:
Cash dividends on common shares			(539	)			(1,076	)
Net proceeds from issuance of long-term debt (Note 8)			—				743
Payments on long-term debt (Note 8)			—				(118	)
Repurchases of common shares (Note 4)			(126	)			(109	)
Other			(9	)			(11	)
Net cash from financing activities			**(**674	)			**(**571	)
Net change in cash, cash equivalents and restricted cash			**(**265	)			**(**408	)
Cash, cash equivalents and restricted cash at beginning of period			1,164				1,581
Cash, cash equivalents and restricted cash at end of period		$	899			$	1,173
Cash paid during the period for:
Interest, net of amount capitalized of $7 and $5		$	189			$	190
Income taxes, net of refunds		$	51			$	40

See accompanying Notes to Consolidated Financial Statements.

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(UNAUDITED)

		QUARTER ENDED								YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES		SEPTEMBER 2024				SEPTEMBER 2023				SEPTEMBER 2024				SEPTEMBER 2023
Common shares:
Balance at beginning of period		$	910			$	914			$	912			$	916
Issued for exercise of stock options and vested units			—				—				2				2
Repurchases of common shares (Note 4)			(1	)			(1	)			(5	)			(5	)
Balance at end of period			909				913				909				913
Other capital:
Balance at beginning of period			7,530				7,624				7,608				7,691
Issued for exercise of stock options			1				1				4				3
Repurchases of common shares (Note 4)			(25	)			(24	)			(120	)			(105	)
Share-based compensation			10				9				32				26
Other transactions, net			1				(1	)			(7	)			(6	)
Balance at end of period			7,517				7,609				7,517				7,609
Retained earnings:
Balance at beginning of period			1,897				1,828				2,009				2,389
Net earnings			28				239				315				620
Dividends on common shares			(145	)			(138	)			(544	)			(1,080	)
Balance at end of period			1,780				1,929				1,780				1,929
Accumulated other comprehensive loss:
Balance at beginning of period			(292	)			(225	)			(293	)			(247	)
Other comprehensive income			13				2				14				24
Balance at end of period (Note 11)			**(**279	)			**(**223	)			**(**279	)			**(**223	)
Total equity:
Balance at end of period		$	9,927			$	10,228			$	9,927			$	10,228
Dividends paid per common share		$	0.20			$	0.19			$	0.74			$	1.47

See accompanying Notes to Consolidated Financial Statements.

INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1:	BASIS OF PRESENTATION	7
NOTE 2:	BUSINESS SEGMENTS	7
NOTE 3:	REVENUE RECOGNITION	8
NOTE 4:	NET EARNINGS PER SHARE AND SHARE REPURCHASES	8
NOTE 5:	INVENTORIES	9
NOTE 6:	PENSION AND OTHER POST-EMPLOYMENT BENEFIT PLANS	10
NOTE 7:	ACCRUED LIABILITIES	10
NOTE 8:	LONG-TERM DEBT AND LINE OF CREDIT	10
NOTE 9:	FAIR VALUE OF FINANCIAL INSTRUMENTS	11
NOTE 10:	LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES	11
NOTE 11:	ACCUMULATED OTHER COMPREHENSIVE LOSS	12
NOTE 12:	SHARE-BASED COMPENSATION	12
NOTE 13:	OTHER OPERATING COSTS, NET	13
NOTE 14:	INCOME TAXES	13
NOTE 15:	TIMBERLAND ACQUISITONS	13
NOTE 16:	RESTRICTED CASH	13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE QUARTERS AND YEAR-TO-DATE PERIODS ENDED SEPTEMBER 30, 2024 AND 2023

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, 2023. Results of operations for interim periods should not necessarily be regarded as indicative of the results that may be expected for the full year.

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.

A reconciliation of our business segment information to the respective information in the Consolidated Statement of Operations is as follows:

		QUARTER ENDED								YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS		SEPTEMBER 2024				SEPTEMBER 2023				SEPTEMBER 2024				SEPTEMBER 2023
Sales to unaffiliated customers:
Timberlands		$	357			$	380			$	1,153			$	1,259
Real Estate & ENR			89				105				305				286
Wood Products			1,235				1,537				3,958				4,355
			1,681				2,022				5,416				5,900
Intersegment sales:
Timberlands			136				141				416				433
Total sales			1,817				2,163				5,832				6,333
Intersegment eliminations			(136	)			(141	)			(416	)			(433	)
Total		$	1,681			$	2,022			$	5,416			$	5,900
Net contribution (charge) to earnings:
Timberlands		$	57			$	78			$	218			$	302
Real Estate & ENR			51				56				170				161
Wood Products			27				277				351				590
			135				411				739				1,053
Unallocated items(1)			(53	)			(46	)			(183	)			(124	)
Net contribution to earnings			82				365				556				929
Interest expense, net of capitalized interest			(69	)			(72	)			(203	)			(208	)
Earnings before income taxes			13				293				353				721
Income taxes			15				(54	)			(38	)			(101	)
Net earnings		$	28			$	239			$	315			$	620

(1)

Unallocated items are gains or charges not related to, or allocated to, an individual operating segment. They include all or a portion of items such as share-based compensation, pension and post-employment costs, elimination of intersegment profit in inventory and LIFO, foreign exchange transaction gains and losses, interest income and other.

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 2024				SEPTEMBER 2023				SEPTEMBER 2024				SEPTEMBER 2023
Net sales to unaffiliated customers:
Timberlands segment
Delivered logs:
West
Domestic sales		$	78			$	96			$	269			$	290
Export grade sales			80				80				270				321
Subtotal West			158				176				539				611
South			149				155				453				485
North			11				11				33				35
Subtotal delivered logs sales			318				342				1,025				1,131
Stumpage and pay-as-cut timber			14				12				38				43
Recreational and other lease revenue			19				19				57				54
Other(1)			6				7				33				31
Net sales attributable to Timberlands segment			357				380				1,153				1,259
Real Estate & ENR segment
Real estate			59				79				220				198
Energy and natural resources			30				26				85				88
Net sales attributable to Real Estate & ENR segment			89				105				305				286
Wood Products segment
Structural lumber			451				570				1,414				1,658
Oriented strand board			206				284				749				707
Engineered solid section			175				216				543				600
Engineered I-joists			95				122				301				335
Softwood plywood			38				42				121				127
Medium density fiberboard			42				40				123				120
Complementary building products			158				184				475				551
Other(2)			70				79				232				257
Net sales attributable to Wood Products segment			1,235				1,537				3,958				4,355
Total net sales		$	1,681			$	2,022			$	5,416			$	5,900

(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:

●

$0.04 during third quarter 2024 and $0.43 during year-to-date 2024;

●

$0.33 during third quarter 2023 and $0.85 during year-to-date 2023.

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.

		QUARTER ENDED								YEAR-TO-DATE ENDED
SHARES IN THOUSANDS		SEPTEMBER 2024				SEPTEMBER 2023				SEPTEMBER 2024				SEPTEMBER 2023
Weighted average common shares outstanding – basic			727,621				731,046				728,892				732,069
Dilutive potential common shares:
Stock options			95				154				115				134
Restricted stock units			329				304				203				117
Performance share units			135				238				145				222
Total effect of outstanding dilutive potential common shares			559				696				463				473
Weighted average common shares outstanding – dilutive			728,180				731,742				729,355				732,542

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 2024				SEPTEMBER 2023				SEPTEMBER 2024				SEPTEMBER 2023
Stock options			607				609				607				609
Performance share units			892				612				892				612

Share Repurchase Program

On September 22, 2021, we announced that our board of directors approved a new share repurchase program (the 2021 Repurchase Program) under which we are authorized to repurchase up to $1 billion of outstanding shares. Concurrently, the board terminated the remaining repurchase authorization under the share repurchase program approved by the board in February 2019 (the 2019 Repurchase Program).

We repurchased 820,706 common shares for approximately $26 million (including transaction fees) under the 2021 Repurchase Program during third quarter 2024 and 3,962,220 common shares for approximately $125 million (including transaction fees) under the 2021 Share Repurchase Program during year-to-date 2024. 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. As of September 30, 2024, we had remaining authorization of $127 million for future share repurchases.

All common stock repurchases under the 2021 Repurchase Program 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 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.

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, 2024				DECEMBER 31, 2023
LIFO inventories:
Logs		$	23			$	29
Lumber, plywood, oriented strand board and fiberboard			74				77
Other products			13				12
Moving average cost or FIFO inventories:
Logs			22				49
Lumber, plywood, oriented strand board, fiberboard and engineered wood products			124				115
Other products			178				134
Materials and supplies			158				150
Total		$	592			$	566

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.

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 2024				SEPTEMBER 2023				SEPTEMBER 2024				SEPTEMBER 2023
Service cost		$	5			$	6			$	15			$	17
Interest cost			29				30				87				89
Expected return on plan assets			(31	)			(30	)			(92	)			(90	)
Amortization of actuarial loss			12				10				32				29
Amortization of prior service cost			—				—				1				1
Total net periodic benefit cost – pension		$	15			$	16			$	43			$	46

		OTHER POST-EMPLOYMENT BENEFITS
		QUARTER ENDED								YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS		SEPTEMBER 2024				SEPTEMBER 2023				SEPTEMBER 2024				SEPTEMBER 2023
Interest cost		$	1			$	2			$	3			$	4
Amortization of actuarial loss			—				—				1				1
Amortization of prior service credit			(1	)			—				(1	)			(1	)
Total net periodic benefit cost – other post-employment benefits		$	—			$	2			$	3			$	4

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 2024.

NOTE 7: ACCRU****ED LIABILITIES

Accrued liabilities were comprised of the following:

DOLLAR AMOUNTS IN MILLIONS		SEPTEMBER 30, 2024				DECEMBER 31, 2023
Compensation and employee benefit costs		$	171			$	173
Current portion of lease liabilities			22				19
Customer rebates, volume discounts and deferred income			130				124
Interest			66				63
Taxes payable			47				31
Other			71				91
Total		$	507			$	501

NOTE 8: LONG-TERM DEBT AND LINE OF CREDIT

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.

In March 2023, we refinanced and extended our $1.5 billion five-year senior unsecured revolving credit facility, which expires in March 2028. 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. We had no outstanding borrowings on our credit facility as of September 30, 2024 and December 31, 2023.

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, 2024								DECEMBER 31, 2023
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		$	4,825			$	4,897			$	4,820			$	4,853
Variable rate			249				250				249				250
Total debt		$	5,074			$	5,147			$	5,069			$	5,103

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 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.

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, 2024, our total accrual for future estimated remediation costs on active Superfund sites and other sites for which we are potentially responsible was approximately $80 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 2024				SEPTEMBER 2023				SEPTEMBER 2024				SEPTEMBER 2023
Pension**(1)**
Balance at beginning of period		$	(498	)		$	(444	)		$	(515	)		$	(458	)
Other comprehensive loss before reclassifications			(1	)			—				—				(1	)
Amounts reclassified from accumulated other comprehensive loss to earnings(2)			9				9				25				24
Total other comprehensive income			8				9				25				23
Balance at end of period		$	**(**490	)		$	**(**435	)		$	**(**490	)		$	**(**435	)
Other post-employment benefits**(1)**
Balance at beginning of period		$	22			$	21			$	24			$	20
Other comprehensive loss before reclassifications			—				(1	)			(3	)			—
Amounts reclassified from accumulated other comprehensive loss to earnings(2)			(1	)			1				—				1
Total other comprehensive (loss) income			(1	)			—				(3	)			1
Balance at end of period		$	21			$	21			$	21			$	21
Translation adjustments and other
Balance at beginning of period		$	184			$	198			$	198			$	191
Translation adjustments			6				(7	)			(8	)			—
Total other comprehensive income (loss)			6				(7	)			(8	)			—
Balance at end of period			190				191				190				191
Accumulated other comprehensive loss, end of period		$	**(**279	)		$	**(**223	)		$	**(**279	)		$	**(**223	)

(1)

Amounts presented are net of tax.

(2)

Amounts of actuarial loss and prior service (cost) credit 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 2024 included the following:

SHARES IN THOUSANDS		GRANTED				VESTED
Restricted stock units (RSUs)			915				688
Performance share units (PSUs)			412				317

A total of 749 thousand shares of common stock were issued as a result of RSU and PSU vestings.

Restricted Stock Units

The weighted average fair value of the RSUs granted in 2024, calculated as an average of the high and low prices on grant date, was $32.92. The vesting provisions for RSUs granted in 2024 were consistent with prior year grants.

Performance Share Units

The weighted average grant date fair value of PSUs granted in 2024 was $37.90. The final number of shares granted in 2024 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 2024 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 2024

		PERFORMANCE SHARE UNITS
Performance period		2/09/2024 – 12/31/2026
Valuation date closing stock price		$33.28
Risk-free rate		4.19% – 4.27%
Expected volatility		21.50% – 27.60%

NOTE 13: OTHER OPERAT****ING COSTS, NET

Other operating costs, net were comprised of the following:

		QUARTER ENDED								YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS		SEPTEMBER 2024				SEPTEMBER 2023				SEPTEMBER 2024				SEPTEMBER 2023
Environmental remediation charges		$	2			$	1			$	8			$	14
Litigation expense, net			12				9				30				11
Product remediation recovery			—				—				(25	)			—
Research and development expenses			1				2				5				5
Restructuring, impairments and other charges			10				—				10				—
Other, net			3				8				13				20
Total other operating costs, net		$	28			$	20			$	41			$	50

Asset Impairment

During third quarter 2024, we recorded a $10 million noncash impairment charge related to the indefinite curtailment of our New Bern lumber mill. The loss was attributable to our Wood Products segment and was recorded within “Other operating costs, net” in our Consolidated Statement of Operations.

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 2024 estimated annual effective tax rate, excluding discrete items, differs from the U.S. federal statutory tax rate of 21 percent primarily due to state and foreign income taxes and tax benefits associated with our nontaxable REIT earnings.

N****OTE 15: TIMBERLAND ACQUISITIONS

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.

On July 19, 2023, we completed the purchase of 22 thousand acres of Mississippi timberlands for $60 million. We recorded $59 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.

NOTE 16: RESTRICTED CASH

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on our Consolidated Balance Sheet that sum to the total of the amounts shown in the Consolidated Statement of Cash Flows:

DOLLAR AMOUNTS IN MILLIONS		SEPTEMBER 30, 2024				SEPTEMBER 30, 2023
Cash and cash equivalents		$	877			$	1,173
Restricted cash included in other assets(1)			22				—
Total cash, cash equivalents and restricted cash		$	899			$	1,173

(1)

Amounts included in restricted cash as of September 30, 2024 are comprised of proceeds held by a qualified intermediary that were subsequently reinvested in timber and timberlands through a like-kind exchange transaction.