Weyerhaeuser 10-Q 2025-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025

or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO ______

COMMISSION FILE NUMBER: 1-4825

WEYERHAEUSER COMPANY

(Exact name of registrant as specified in its charter)

Washington		91-0470860
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
220 Occidental Avenue South Seattle**,** Washington		98104-7800
(Address of principal executive offices)		(Zip Code)

(206) 539-3000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $1.25 per share		WY		New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒		Accelerated filer	☐
Non-accelerated filer	☐		Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of July 21, 2025, 721,511 thousand shares of the registrant’s common stock ($1.25 par value) were outstanding.

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS:
	CONSOLIDATED STATEMENT OF OPERATIONS	1
	CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME	2
	CONSOLIDATED BALANCE SHEET	3
	CONSOLIDATED STATEMENT OF CASH FLOWS	4
	CONSOLIDATED STATEMENT OF CHANGES IN EQUITY	5
	INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	6
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)	16
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	30
ITEM 4.	CONTROLS AND PROCEDURES	30
PART II	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	30
ITEM 1A.	RISK FACTORS	30
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	31
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES – NOT APPLICABLE
ITEM 4.	MINE SAFETY DISCLOSURES – NOT APPLICABLE
ITEM 5.	OTHER INFORMATION	31
ITEM 6.	EXHIBITS	32
	SIGNATURES	33

PART I – FINANCIAL INFORMATION

WEYERHAEUSER COMPANY

CONSOLIDATED STATEM****ENT OF OPERATIONS

(UNAUDITED)

		QUARTER ENDED								YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES		JUNE 2025				JUNE 2024				JUNE 2025				JUNE 2024
Net sales (Note 3)		$	1,884			$	1,939			$	3,647			$	3,735
Costs of sales			1,559				1,535				2,987				2,976
Gross margin			325				404				660				759
Selling expenses			23				22				46				44
General and administrative expenses			114				116				233				236
Other operating costs (income), net (Note 13)			10				(4	)			24				13
Operating income			178				270				357				466
Non-operating pension and other post-employment benefit costs (Note 6)			(19	)			(10	)			(38	)			(21	)
Interest income and other			6				13				11				29
Interest expense, net of capitalized interest			(66	)			(67	)			(132	)			(134	)
Earnings before income taxes			99				206				198				340
Income taxes (Note 14)			(12	)			(33	)			(28	)			(53	)
Net earnings		$	87			$	173			$	170			$	287
Earnings per share, basic and diluted (Note 4)		$	0.12			$	0.24			$	0.23			$	0.39
Weighted average shares outstanding (in thousands) (Note 4):
Basic			723,682				729,026				724,906				729,534
Diluted			723,927				729,341				725,239				729,950

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		JUNE 2025				JUNE 2024				JUNE 2025				JUNE 2024
Net earnings		$	87			$	173			$	170			$	287
Other comprehensive income (loss):
Foreign currency translation adjustments			19				(5	)			21				(14	)
Changes in unamortized actuarial loss, net of tax expense of $2, $2, $5 and $6			9				7				19				15
Changes in unamortized net prior service credit, net of tax benefit of $0, $0, $0 and $0			1				—				—				—
Unrealized gain on cash flow hedges (Note 9)			4				—				6				—
Total other comprehensive income			33				2				46				1
Total comprehensive income		$	120			$	175			$	216			$	288

See accompanying Notes to Consolidated Financial Statements.

WEYERHAEUSER COMPANY

CONSOLIDATED BALANCE SHEET

(UNAUD****ITED)

DOLLAR AMOUNTS IN MILLIONS, EXCEPT PAR VALUE		JUNE 30, 2025				DECEMBER 31, 2024
ASSETS
Current assets:
Cash and cash equivalents		$	592			$	684
Receivables, net			369				306
Receivables for taxes			9				9
Inventories (Note 5)			610				607
Prepaid expenses and other current assets (Note 16)			178				142
Total current assets			1,758				1,748
Property and equipment, less accumulated depreciation of $4,137 and $3,980			2,321				2,329
Construction in progress			316				287
Timber and timberlands at cost, less depletion			11,452				11,551
Minerals and mineral rights, less depletion			184				189
Deferred tax assets			23				24
Other assets			424				408
Total assets		$	16,478			$	16,536
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt (Note 8)		$	900			$	210
Accounts payable			283				255
Accrued liabilities (Note 7)			511				512
Total current liabilities			1,694				977
Long-term debt, net (Note 8)			4,268				4,866
Deferred tax liabilities			37				26
Deferred pension and other post-employment benefits (Note 6)			609				596
Other liabilities			346				350
Total liabilities			6,954				6,815
Commitments and contingencies (Note 10)
Equity:
Common shares: $1.25 par value; authorized 1,360 million shares; issued and outstanding: 721,835 thousand shares at June 30, 2025 and 725,845 thousand shares at December 31, 2024			903				908
Other capital			7,401				7,500
Retained earnings			1,576				1,715
Accumulated other comprehensive loss (Note 11)			(356	)			(402	)
Total equity			9,524				9,721
Total liabilities and equity		$	16,478			$	16,536

See accompanying Notes to Consolidated Financial Statements.

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

		YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS		JUNE 2025				JUNE 2024
Cash flows from operations:
Net earnings		$	170			$	287
Noncash charges (credits) to earnings:
Depreciation, depletion and amortization			250				251
Basis of real estate sold			57				70
Pension and other post-employment benefits (Note 6)			47				31
Share-based compensation expense (Note 12)			23				22
Other			4				4
Change in:
Receivables, net			(66	)			(57	)
Receivables and payables for taxes			(16	)			13
Inventories			(13	)			(53	)
Prepaid expenses and other current assets			17				33
Accounts payable and accrued liabilities			39				(14	)
Pension and post-employment benefit contributions and payments			(6	)			(9	)
Other			(40	)			(22	)
Net cash from operations			466				556
Cash flows from investing activities:
Capital expenditures for property and equipment			(170	)			(139	)
Capital expenditures for timberlands reforestation			(30	)			(31	)
Acquisitions of timberlands (Note 15)			(5	)			(53	)
Other			(3	)			3
Net cash from investing activities			**(**208	)			**(**220	)
Cash flows from financing activities:
Cash dividends on common shares			(304	)			(394	)
Net proceeds from issuance of long-term debt (Note 8)			299				—
Payments on long-term debt (Note 8)			(210	)			—
Repurchases of common shares (Note 4)			(125	)			(99	)
Other			(10	)			(10	)
Net cash from financing activities			**(**350	)			**(**503	)
Net change in cash, cash equivalents and restricted cash			**(**92	)			**(**167	)
Cash, cash equivalents and restricted cash at beginning of period			684				1,164
Cash, cash equivalents and restricted cash at end of period		$	592			$	997
Cash paid during the period for:
Interest, net of amount capitalized of $6 and $5		$	132			$	126
Income taxes, net of refunds		$	40			$	38

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		JUNE 2025				JUNE 2024				JUNE 2025				JUNE 2024
Common shares:
Balance at beginning of period		$	908			$	912			$	908			$	912
Issued for exercise of stock options and vested units			—				—				1				2
Repurchases of common shares (Note 4)			(5	)			(2	)			(6	)			(4	)
Balance at end of period			903				910				903				910
Other capital:
Balance at beginning of period			7,483				7,566				7,500				7,608
Issued for exercise of stock options			—				1				1				3
Repurchases of common shares (Note 4)			(95	)			(48	)			(119	)			(95	)
Share-based compensation			12				12				23				22
Other transactions, net			1				(1	)			(4	)			(8	)
Balance at end of period			7,401				7,530				7,401				7,530
Retained earnings:
Balance at beginning of period			1,643				1,870				1,715				2,009
Net earnings			87				173				170				287
Dividends on common shares			(154	)			(146	)			(309	)			(399	)
Balance at end of period			1,576				1,897				1,576				1,897
Accumulated other comprehensive loss:
Balance at beginning of period			(389	)			(294	)			(402	)			(293	)
Other comprehensive income			33				2				46				1
Balance at end of period (Note 11)			**(**356	)			**(**292	)			**(**356	)			**(**292	)
Total equity:
Balance at end of period		$	9,524			$	10,045			$	9,524			$	10,045
Dividends paid per common share		$	0.21			$	0.20			$	0.42			$	0.54

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	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	13
NOTE 11:	ACCUMULATED OTHER COMPREHENSIVE LOSS	14
NOTE 12:	SHARE-BASED COMPENSATION	14
NOTE 13:	OTHER OPERATING COSTS (INCOME), NET	15
NOTE 14:	INCOME TAXES	15
NOTE 15:	TIMBERLAND ACQUISITIONS	15
NOTE 16:	PRINCETON LUMBER MILL DIVESTITURE	15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE QUARTERS AND YEAR-TO-DATE PERIODS ENDED JUNE 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. 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.

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 JUNE 2025
Net sales to unaffiliated customers		$	373			$	154			$	1,357			$	—			$	1,884
Intersegment sales			156				—				—				(156	)			—
Total			529				154				1,357				**(**156	)			1,884
Costs of sales			416				44				1,243				(144	)			1,559
Gross margin			113				110				114				**(**12	)			325
Selling expenses			1				—				22				—				23
General and administrative expenses			24				6				40				44				114
Other segment items(1)			—				(2	)			6				19				23
Net contribution (charge) to earnings		$	88			$	106			$	46			$	**(**75	)		$	165
QUARTER ENDED JUNE 2024
Net sales to unaffiliated customers		$	409			$	109			$	1,421			$	—			$	1,939
Intersegment sales			146				—				—				(146	)			—
Total			555				109				1,421				**(**146	)			1,939
Costs of sales			450				46				1,185				(146	)			1,535
Gross margin			105				63				236				—				404
Selling expenses			—				—				22				—				22
General and administrative expenses			25				8				37				46				116
Other segment items(1)			(1	)			(4	)			(19	)			17				(7	)
Net contribution (charge) to earnings		$	81			$	59			$	196			$	**(**63	)		$	273
YEAR-TO-DATE ENDED JUNE 2025
Net sales to unaffiliated customers		$	755			$	248			$	2,644			$	—			$	3,647
Intersegment sales			308				—				—				(308	)			—
Total			1,063				248				2,644				**(**308	)			3,647
Costs of sales			825				76				2,357				(271	)			2,987
Gross margin			238				172				287				**(**37	)			660
Selling expenses			1				—				44				1				46
General and administrative expenses			48				13				79				93				233
Other segment items(1)			(1	)			(3	)			12				43				51
Net contribution (charge) to earnings		$	190			$	162			$	152			$	**(**174	)		$	330
YEAR-TO-DATE ENDED JUNE 2024
Net sales to unaffiliated customers		$	796			$	216			$	2,723			$	—			$	3,735
Intersegment sales			280				—				—				(280	)			—
Total			1,076				216				2,723				**(**280	)			3,735
Costs of sales			865				87				2,292				(268	)			2,976
Gross margin			211				129				431				**(**12	)			759
Selling expenses			—				—				43				1				44
General and administrative expenses			50				14				77				95				236
Other segment items(1)			—				(4	)			(13	)			22				5
Net contribution (charge) to earnings		$	161			$	119			$	324			$	**(**130	)		$	474

(1)

Other segment items for each reportable segment includes recurring and non-recurring income and expense items. For our Wood Products segment, this includes product remediation recoveries. For Unallocated Items, this includes non-operating pension and other post-employment benefit costs and interest income and other.

Reconciliation of Net Contribution to Earnings to Net Earnings

		QUARTER ENDED								YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS		JUNE 2025				JUNE 2024				JUNE 2025				JUNE 2024
Net contribution to earnings		$	165			$	273			$	330			$	474
Interest expense, net of capitalized interest			(66	)			(67	)			(132	)			(134	)
Earnings before income taxes			99				206				198				340
Income taxes			(12	)			(33	)			(28	)			(53	)
Net earnings		$	87			$	173			$	170			$	287

Additional Financial Information

DOLLAR AMOUNTS IN MILLIONS		TIMBERLANDS				REAL ESTATE & ENR				WOOD PRODUCTS				UNALLOCATED ITEMS AND INTERSEGMENT ELIMINATIONS				CONSOLIDATED
QUARTER ENDED JUNE 2025
Depreciation, depletion and amortization		$	64			$	4			$	55			$	2			$	125
Capital expenditures		$	19			$	—			$	88			$	—			$	107
QUARTER ENDED JUNE 2024
Depreciation, depletion and amortization		$	67			$	4			$	54			$	1			$	126
Capital expenditures		$	21			$	—			$	63			$	7			$	91
YEAR-TO-DATE ENDED JUNE 2025
Depreciation, depletion and amortization		$	129			$	6			$	110			$	5			$	250
Capital expenditures		$	45			$	—			$	155			$	—			$	200
YEAR-TO-DATE ENDED JUNE 2024
Depreciation, depletion and amortization		$	131			$	7			$	110			$	3			$	251
Capital expenditures		$	52			$	—			$	105			$	13			$	170

Total Assets

DOLLAR AMOUNTS IN MILLIONS		JUNE 30, 2025				DECEMBER 31, 2024
Timberlands and Real Estate & ENR(1)		$	12,455			$	12,545
Wood Products			3,278				3,116
Unallocated items			745				875
Consolidated		$	16,478			$	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.

NOTE 3: REVENU****E RECOGNITION

A reconciliation of revenue recognized by our major products:

		QUARTER ENDED								YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS		JUNE 2025				JUNE 2024				JUNE 2025				JUNE 2024
Net sales to unaffiliated customers:
Timberlands segment
Delivered logs:
West
Domestic sales		$	102			$	97			$	200			$	191
Export grade sales			67				108				138				190
Subtotal West			169				205				338				381
South			154				153				306				304
North			8				9				22				22
Subtotal delivered logs sales			331				367				666				707
Stumpage and pay-as-cut timber			13				13				23				24
Recreational and other lease revenue			19				19				38				38
Other(1)			10				10				28				27
Net sales attributable to Timberlands segment			373				409				755				796
Real Estate & ENR segment
Real estate			123				78				192				161
Energy and natural resources			31				31				56				55
Net sales attributable to Real Estate & ENR segment			154				109				248				216
Wood Products segment
Structural lumber			581				499				1,108				963
Oriented strand board			205				288				433				543
Engineered solid section			169				191				330				368
Engineered I-joists			95				107				183				206
Softwood plywood			41				42				81				83
Medium density fiberboard			36				42				68				81
Complementary building products			155				176				280				317
Other(2)			75				76				161				162
Net sales attributable to Wood Products segment			1,357				1,421				2,644				2,723
Total net sales		$	1,884			$	1,939			$	3,647			$	3,735

(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:

●

$0.12 during second quarter 2025 and $0.23 during year-to-date 2025;

●

$0.24 during second quarter 2024 and $0.39 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.

		QUARTER ENDED								YEAR-TO-DATE ENDED
SHARES IN THOUSANDS		JUNE 2025				JUNE 2024				JUNE 2025				JUNE 2024
Weighted average common shares outstanding – basic			723,682				729,026				724,906				729,534
Dilutive potential common shares:
Stock options			35				106				54				125
Restricted stock units			43				158				43				140
Performance share units			167				51				236				151
Total effect of outstanding dilutive potential common shares			245				315				333				416
Weighted average common shares outstanding – dilutive			723,927				729,341				725,239				729,950

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		JUNE 2025				JUNE 2024				JUNE 2025				JUNE 2024
Stock options			—				607				—				607
Performance share units			815				946				815				946

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 3,888,932 common shares for approximately $100 million (including transaction fees) under the share repurchase programs during second quarter 2025 and 4,733,981 common shares for approximately $125 million (including transaction fees) under the share repurchase programs during year-to-date 2025. As of June 30, 2025, we had remaining authorization of $974 million for future share repurchases under the 2025 Repurchase Program. During year-to-date 2024, we repurchased 3,141,514 common shares for approximately $99 million (including transaction fees) 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 June 30, 2025 and 12,436 unsettled 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		JUNE 30, 2025				DECEMBER 31, 2024
LIFO inventories:
Logs		$	16			$	23
Lumber, plywood, oriented strand board and fiberboard			90				82
Other products			13				14
Moving average cost or FIFO inventories:
Logs			35				55
Lumber, plywood, oriented strand board, fiberboard and engineered wood products			139				130
Other products			152				147
Materials and supplies			165				156
Total		$	610			$	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.

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		JUNE 2025				JUNE 2024				JUNE 2025				JUNE 2024
Service cost		$	5			$	5			$	9			$	10
Interest cost			30				29				60				58
Expected return on plan assets			(26	)			(30	)			(52	)			(61	)
Amortization of actuarial loss			14				9				28				20
Amortization of prior service cost			1				1				1				1
Total net periodic benefit cost – pension		$	24			$	14			$	46			$	28

		OTHER POST-EMPLOYMENT BENEFITS
		QUARTER ENDED								YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS		JUNE 2025				JUNE 2024				JUNE 2025				JUNE 2024
Interest cost		$	1			$	1			$	2			$	2
Amortization of actuarial loss			—				—				—				1
Amortization of prior service credit			(1	)			—				(1	)			—
Total net periodic benefit cost – other post-employment benefits		$	—			$	1			$	1			$	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		JUNE 30, 2025				DECEMBER 31, 2024
Compensation and employee benefit costs		$	162			$	171
Current portion of lease liabilities			23				29
Customer rebates, volume discounts and deferred income			153				129
Interest			54				62
Taxes payable			39				47
Other			80				74
Total		$	511			$	512

NOTE 8: LONG-TERM DEBT AND LINE OF CREDIT

Long-term Debt

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 Secured Overnight Financing Rate (SOFR) plus a spread or a mutually agreed upon base rate plus a spread.

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 June 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:

		JUNE 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		$	4,620			$	4,606			$	4,827			$	4,757
Variable rate			548				550				249				250
Total debt		$	5,168			$	5,156			$	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

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 June 30, 2025, all forward contracts with an aggregate notional amount of $40 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.

Unrealized gains on forward contracts designated as cash flow hedging instruments of $4 million and $6 million were recognized in “Other comprehensive income” in our Consolidated Statement of Comprehensive Income for the quarter and year-to-date period ended June 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 June 30, 2025.

As of June 30, 2025, the current and noncurrent fair value of forward contracts designated as cash flow hedging instruments in an asset position of $3 million and $1 million are recorded in "Prepaid expenses and other current assets" and "Other assets" on our Consolidated Balance Sheet, respectively.

The Derivative Instruments section of Note 1: Basis of Presentation provides information about how we account for derivative instruments as cash flow hedges.

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 June 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 $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		JUNE 2025				JUNE 2024				JUNE 2025				JUNE 2024
Pension**(1)**
Balance at beginning of period		$	(573	)		$	(506	)		$	(583	)		$	(515	)
Other comprehensive (loss) income before reclassifications			(3	)			—				(3	)			1
Amounts reclassified from accumulated other comprehensive loss to earnings(2)			12				8				22				16
Total other comprehensive income			9				8				19				17
Balance at end of period		$	**(**564	)		$	**(**498	)		$	**(**564	)		$	**(**498	)
Other post-employment benefits**(1)**
Balance at beginning of period		$	22			$	23			$	23			$	24
Other comprehensive income (loss) before reclassifications			2				(1	)			1				(3	)
Amounts reclassified from accumulated other comprehensive loss to earnings(2)			(1	)			—				(1	)			1
Total other comprehensive income (loss)			1				(1	)			—				(2	)
Balance at end of period		$	23			$	22			$	23			$	22
Translation adjustments and other
Balance at beginning of period		$	162			$	189			$	158			$	198
Translation adjustments			19				(5	)			21				(14	)
Unrealized gain on cash flow hedges(1)			4				—				6				—
Total other comprehensive income (loss)			23				(5	)			27				(14	)
Balance at end of period			185				184				185				184
Accumulated other comprehensive loss, end of period		$	**(**356	)		$	**(**292	)		$	**(**356	)		$	**(**292	)

(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				711
Performance share units (PSUs)			479				145

A total of 633 thousand shares of common stock were issued as a result of RSU and PSU vestings, net of tax.

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 COSTS (INCOME), NET

Other operating costs (income), net were comprised of the following:

		QUARTER ENDED								YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS		JUNE 2025				JUNE 2024				JUNE 2025				JUNE 2024
Environmental remediation charges		$	3			$	4			$	7			$	6
Foreign exchange (gains) losses, net			(2	)			1				(2	)			1
Litigation expense, net			3				12				5				18
Product remediation recovery			—				(25	)			—				(25	)
Research and development expenses			1				3				2				4
Other, net			5				1				12				9
Total other operating costs (income), net		$	10			$	**(**4	)		$	24			$	13

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 primarily 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

On May 22, 2025, we announced the acquisition of 117 thousand acres of North Carolina and Virginia timberlands for approximately $375 million. The acquisition is subject to customary closing conditions and is expected to close in third quarter 2025.

On May 30, 2024, we acquired 13 thousand acres of Alabama timberlands for approximately $48 million. As a result of this acquisition, 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.

NOTE 16: PRINCETON LUMBER MILL DIVESTITURE

On May 21, 2025, we announced an agreement to sell our Princeton lumber mill for approximately $85 million, which includes the mill assets, all associated timber licenses in British Columbia and the value of working capital, subject to customary purchase price adjustments at closing. The transaction is subject to customary closing conditions, including regulatory review, with the sale of the mill expected to be completed in third quarter 2025, and the timber licenses to follow over the ensuing months.

The sale of our Princeton lumber mill is not considered a strategic shift that has, 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 and liabilities have met the relevant criteria to be classified as held for sale on our current period Consolidated Balance Sheet. As of June 30, 2025, assets held for sale of $65 million within our Wood Products segment were included in "Prepaid expenses and other current assets" on our Consolidated Balance Sheet.

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This report contains statements concerning our future results and performance that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include, without limitation, statements relating to: our expected future financial and operating performance; our plans, strategies, intentions and expectations; our capital structure and the sufficiency of our liquidity position to meet future cash requirements; 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; 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; our provision for income taxes; expected capital expenditures; estimated returns on pension plan assets; expected market and general economic conditions, including related influencing factors such as the trajectory of U.S. housing construction activity, repair and remodel activity, inflation trends and interest rates 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; 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. They often involve use of words such as “anticipate,” “believe,” “committed,” "continue,” “estimate,” “expect,” “foreseeable,” “maintain,” “may,” "plan," “potential,” and “will,” or similar words or terminology. They may use the positive, negative or another variation of those and similar words. These forward-looking statements are based on our current expectations and assumptions and are not guarantees of future events or performance. The realization of our expectations and the accuracy of our assumptions are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. There is no guarantee that any of the events anticipated by our forward-looking statements will occur. If any of the events occur, there is no guarantee what effect it will have on our operations, cash flows, or financial condition. We undertake no obligation to update our forward-looking statements after the date of this report. The factors listed below, as well as other factors not described herein because they are not currently known to us or we currently judge them to be immaterial, may cause our actual results to differ significantly from our forward-looking statements:

●

the effect of general economic conditions, including employment rates, interest rates, inflation rates, housing starts, general availability and cost of financing for home mortgages and the relative strength of the U.S. dollar;

●

market demand for the company's products, including market demand for our timberland properties with higher and better uses, which is related to, among other factors, the strength of the various U.S. business segments and U.S. and international economic conditions;

●

changes in currency exchange rates, particularly the relative value of the U.S. dollar to the Japanese yen, the Chinese yuan and the Canadian dollar, and the relative value of the euro to the yen;

●

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

●

the availability and cost of shipping and transportation;

●

economic activity in Asia, especially Japan and China;

●

performance of our manufacturing operations, including maintenance and capital requirements;

●

potential disruptions in our manufacturing operations;

●

the level of competition from domestic and foreign producers;

●

the successful execution of our internal plans and strategic initiatives, including restructuring and cost reduction initiatives;

●

our ability to hire and retain capable employees;

●

the successful and timely execution and integration of our strategic acquisitions, including our ability to realize expected benefits and synergies, and the successful and timely execution of our strategic divestitures, each of which is subject to a number of risks and conditions beyond our control including, but not limited to, timing and required regulatory approvals or the occurrence of any event, change or other circumstances that could give rise to a termination of any acquisition or divestiture transaction under the terms of the governing transaction agreements;

●

raw material availability and prices;

●

the effect of weather;

●

changes in global or regional climate conditions and governmental response to such changes;

●

the risk of loss from fires, floods, windstorms, hurricanes, pest infestation and other natural disasters;

●

the effects of significant geopolitical conditions or developments such as significant international trade disputes or domestic or foreign terrorist attacks, armed conflict and political unrest;

●

the occurrence of regional or global health epidemics and their potential effects on our business, results of operations, cash flows, financial condition and future prospects;

●

energy prices;

●

transportation and labor availability and costs;

●

federal tax policies;

●

the effect of forestry, land use, environmental and other governmental regulations;

●

legal proceedings;

●

performance of pension fund investments and related derivatives;

●

the effect of timing of employee retirements as it relates to the cost of pension benefits and changes in the market price of our common stock on charges for share-based compensation;

●

the accuracy of our estimates of costs and expenses related to contingent liabilities and the accuracy of our estimates of charges related to casualty losses;

●

changes in accounting principles and

●

other risks and uncertainties described in this report under Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) and in our 2024 Annual Report on Form 10-K, as well as those set forth from time to time in our other public statements, reports, registration statements, prospectuses, information statements and other filings with the SEC.

It is not possible to predict or identify all risks and uncertainties that might affect the accuracy of our forward-looking statements and, consequently, our descriptions of such risks and uncertainties should not be considered exhaustive. There is no guarantee that any of the events anticipated by these forward-looking statements will occur, and if any of the events do occur, there is no guarantee what effect they will have on the company's business, results of operations, cash flows, financial condition and future prospects.

Forward-looking statements speak only as of the date they are made, and we undertake no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise.

RESULTS OF OPERATIONS

In reviewing our results of operations, it is important to understand these terms:

●

Sales realizations for Timberlands and Wood Products refer to net selling prices. This includes selling price plus freight, minus normal sales deductions. Real Estate transactions are presented at the contract sales price before commissions and closing costs, net of an

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LONG-TERM DEBT OBLIGATIONS

The following summary of our long-term debt obligations includes:

●

scheduled principal repayments for the next five years and after;

●

weighted average interest rates for debt maturing in each of the next five years and after and

●

estimated fair values of outstanding obligations.

We estimate the fair value of long-term debt based on quoted market prices we receive for the same types and issues of our debt or on the discounted value of the future cash flows using market yields for the same type and comparable issues of debt. Changes in market rates of interest affect the fair value of our fixed-rate debt.

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

DOLLAR AMOUNTS IN MILLIONS		2025				2026				2027				2028				2029				THEREAFTER				TOTAL**(1)**				FAIR VALUE
Fixed-rate debt		$	—			$	1,022			$	300			$	—			$	750			$	2,583			$	4,655			$	4,606
Average interest rate			—	%			5.52	%			6.95	%			—	%			4.00	%			5.06	%			5.11	%		N/A
Variable-rate debt(2)		$	—			$	—			$	—			$	250			$	—			$	300			$	550			$	550

(1)

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

(2)

As of June 30, 2025, the weighted average interest rate for our variable-rate debt was 6.28 percent, excluding estimated patronage refunds.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls are controls and other procedures that are designed to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934, as amended (the Exchange Act) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, to allow timely decisions regarding required disclosure. The company’s principal executive officer and principal financial officer have concluded that the company’s disclosure controls and procedures were effective as of June 30, 2025, based on an evaluation of the company’s disclosure controls and procedures as of that date.

CHANGES IN INTERNAL CONTROLS

No changes occurred in the company’s internal control over financial reporting during second quarter 2025 that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. LEGAL PRO****CEEDINGS

Refer to Note 10: Legal Proceedings, Commitments and Contingencies. SEC regulations require us to disclose certain information about proceedings arising under federal, state or local environmental provisions if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold. In accordance with these regulations, the company uses a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required pursuant to this item.

There have been no material changes with respect to the risk factors disclosed in our 2024 Annual Report on Form 10-K.

Item 2. UNREGISTERED SALES OF EQUITY S****ECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following table provides information with respect to purchases of common stock made by the company during second quarter 2025:

COMMON SHARE REPURCHASES DURING SECOND QUARTER 2025		TOTAL NUMBER OF SHARES PURCHASED				AVERAGE PRICE PAID PER SHARE				TOTAL NUMBER OF SHARES PURCHASED AS PART OF PUBLICLY ANNOUNCED PROGRAMS				APPROXIMATE DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PROGRAMS
April 1 – April 30			2,671,016			$	25.64				2,671,016			$	5,183,889
May 1 – May 31			944,400			$	25.90				944,400			$	980,725,932
June 1 – June 30			273,516			$	26.13				273,516			$	973,580,318
Total			3,888,932			$	25.74				3,888,932

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.

During second quarter 2025, we repurchased 3,888,932 shares for approximately $100 million (including transaction fees) under the share repurchase programs in open-market transactions. Transaction fees incurred for repurchases are not counted as use of funds authorized for repurchases under the share repurchase programs. As of June 30, 2025, we had remaining authorization of $974 million for future stock repurchases under the 2025 Repurchase Program.

I****tem 5. OTHER INFORMATION

Insider Trading Arrangements

During second quarter 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the company adopted, modified or terminated a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or a non-Rule 10b5-1 trading arrangement.

10.1	Amended and Restated Revolving Credit Facility Agreement dated as of June 30, 2025, among Weyerhaeuser Company, as Borrower, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to the Current report on Form 8-K filed on July 3, 2025 – Commission File Number 1-4825)
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
32	Certification pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).
101.INS	XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, has been formatted in Inline XBRL.

S****IGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WEYERHAEUSER COMPANY
	(Registrant)

Date: July 25, 2025	By:	/s/ Alex G. Whitney
		Alex G. Whitney
		Vice President and Chief Accounting Officer
		(Principal Accounting Officer and Duly Authorized Officer)