filings.toolsItem 1. FINANCIAL STATEMENTS
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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 | 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.
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