Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)

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; the expected cost and timing of the completion of a new wood products manufacturing facility; 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 and the occurrence and timing of the closing of an announced timberland divestiture 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:

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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;

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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;

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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;

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

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the availability and cost of shipping and transportation;

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economic activity in Asia, especially Japan and China;

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

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potential disruptions in our manufacturing operations;

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the level of competition from domestic and foreign producers;

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

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our ability to hire and retain capable employees;

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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;

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raw material availability and prices;

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the effect of weather;

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

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

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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;

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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;

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energy prices;

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transportation and labor availability and costs;

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federal tax policies;

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

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legal proceedings;

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performance of pension fund investments and related derivatives;

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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;

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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;

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changes in accounting principles and

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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:

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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 any credits.

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Net contribution (charge) to earnings does not include interest expense or income taxes.

ECONOMIC AND MARKET CONDITIONS AFFECTING OUR OPERATIONS

Our market conditions and the strength of the broader U.S. economy are, and will continue to be, influenced by the trajectory of activity in the U.S. housing and repair and remodel segments, inflation trends and interest rates. The demand for sawlogs within our Timberlands segment is directly affected by domestic production of wood-based building products. The strength of the U.S. housing market, particularly new residential construction, strongly affects demand in our Wood Products segment, as does repair and remodeling activity. Seasonal weather patterns impact the level of construction activity in the U.S., which in turn affects demand for our logs and wood products. Our Timberlands segment, particularly the Western region, is also affected by export demand and trade policy. Japanese housing starts are a key driver of export log demand in Japan. The demand for pulpwood from our Timberlands segment is directly affected by the production of pulp, paper and oriented strand board (OSB), as well as the demand for biofuels, such as wood-burning pellets made from pulpwood. Our Timberlands segment is also influenced by the availability of harvestable timber. In general, Western log markets are highly tensioned by available supply, while Southern log markets have more available supply. However, additional mill capacity being added in the U.S. South has led to tightening of markets in certain geographies. Our Real Estate, Energy and Natural Resources segment is affected by a variety of factors, including the general state of the economy, local real estate market conditions, the level of construction activity in the U.S. and evolution of emerging renewable energy and carbon-related markets.

Ongoing U.S. trade policy changes have resulted in continued macroeconomic uncertainty and increased cautiousness by consumers. These policies, along with potential countermeasures by other countries, and the effects of certain executive orders and trade investigations relating to our businesses, have the potential to affect supply and demand trends, import and export dynamics, and pricing for our products. Trade and tariff policies are generally separate from the annual establishment and collection of anti-dumping and countervailing duties (AD/CVD) placed on certain products and countries, such as for Canadian softwood lumber.

The discussion below includes a number of publicly available data points, many of which are obtained from U.S. federal government institutions. Due to the ongoing federal government shutdown, availability of these data points is limited to August 2025. All other data points are updated through third quarter 2025.

Home sales and building activity continues to moderate in response to elevated mortgage interest rates, reduced affordability and lower consumer confidence. While overall housing inventory remains historically low across many markets, there has been some increase in unsold new and existing single-family units. On a seasonally adjusted annual basis, as reported by the U.S. Census Bureau, housing starts as of the end of August 2025 averaged 1.4 million units, a 1.0 percent increase from second quarter 2025. Single-family starts averaged 924 thousand units as of the end of August 2025, a 1.8 percent decrease from second quarter 2025. Multi-family starts averaged 445 thousand units as of the end of August 2025, a 7.5 percent increase from second quarter 2025. Single-family construction is the primary driver for our business as compared to multi-family due to the amount of wood products used. Sales of newly built single-family homes averaged a seasonally adjusted annual rate of 732 thousand units through August 2025, a 9.3 percent increase from second quarter 2025, driven by builder incentives and moderate relief in mortgage rates. Notwithstanding current macroeconomic uncertainty and potential impacts to housing demand, we expect a favorable U.S. housing construction market over the medium to long-term, supported by strong demographics in the key home buying age cohorts and a decade of under building.

Repair and remodeling expenditures decreased 0.9 percent from second quarter 2025 to the end of August 2025, according to the Census Bureau Advance Retail Spending report. While there continues to be steady demand due to growing home equity and the lock-in effect of lower mortgage rates compared to current rates, many homeowners have been more cautious in discretionary spending on large projects. Recent softness has been reflected in both the do-it-yourself (DIY) and professionally built segments, largely driven by lower consumer confidence, higher interest rates and general uncertainty around the trajectory of the economy. Slower sales of existing homes have also contributed to more subdued activity. Over the longer term, we expect this sector to return to historical growth trends driven by recent deferrals in repair and remodel spending, higher levels of home equity and an aging U.S. housing stock, with a median age of 45 years.

In U.S. wood product markets, softer end use demand and steady supply have led to significant price weakness in commodity products. In third quarter 2025, the Random Lengths Framing Lumber Composite price averaged $411/MBF and the OSB Composite averaged $245/MSF. Over the course of third quarter 2025, composite prices for lumber decreased from $422/MBF to $367/MBF and composite prices for OSB decreased from $262/MSF to $237/MSF, both near multi-decade lows on an inflation-adjusted basis. The Framing Lumber Composite began third quarter 2025 on a slight upward trajectory, largely supported by improving Canadian spruce-pine-fir (SPF) pricing and broader concerns around increases in AD/CVD on softwood lumber from Canada, which moved significantly higher in August. As the quarter progressed, demand softened seasonally, and buyer sentiment turned

more cautious. In addition, the persistent supply-demand imbalance in the U.S. worsened in response to elevated shipments of Canadian supply ahead of the increasing duties. Collectively, these dynamics drove composite pricing significantly lower through the balance of the quarter. In October 2025, a 10 percent tariff on U.S. imports of softwood lumber went into effect, which was the result of a Section 232 investigation by the U.S. Department of Commerce. For OSB, soft product pricing in third quarter 2025 was largely driven by lower demand from new home construction activity. In September, Weyerhaeuser made a slight reduction to its lumber production levels due to challenging market conditions. The company has maintained a similar operating posture at the outset of the fourth quarter and will continue to assess its operating rates in light of current market conditions on a go-forward basis.

In Western log markets, Douglas-fir sawlog prices decreased 9.1 percent in third quarter 2025 compared with second quarter 2025, as reported by Fastmarkets RISI Log Lines based on Weyerhaeuser’s sales mix. Log prices in the domestic market faced downward pressure as supply remained ample, and mills continued to carry elevated log inventories while navigating a challenging lumber market. In the South, delivered sawlog prices increased 0.6 percent in third quarter 2025 compared to second quarter 2025 and declined 3.0 percent from third quarter 2024, as reported by TimberMart-South. Delivered pine pulpwood prices decreased 0.4 percent in third quarter 2025 compared to second quarter 2025 and declined 1.9 percent from third quarter 2024 as reported by TimberMart-South. In general, Southern log supply remains ample and wood product and fiber mills continue to align production with end-market demand. Pulpwood prices have been more challenged in several localized regions following recent mill closures.

Currency exchange rates, available supply from other countries and trade policy affect our export businesses. In Japan, total housing starts decreased 8.2 percent year-to-date through August compared to the same period in 2024, while the key Post and Beam segment saw a 5.0 percent decrease, in part due to more stringent building permit requirements which went into effect on April 1, 2025. The slowing demand has been partially offset by a decrease in lumber imports to Japan from Europe and reduced inventories of European lumber in the Japanese market. In March 2025, Chinese regulators announced a suspension of log imports from the U.S, which continued through the third quarter.

Interest rates affect our business primarily through their impact on mortgage rates and housing affordability, their general impact on the economy and their influence on our capital management activities. Actions by the U.S. Federal Reserve, the overall condition of the economy and fluctuations in financial markets are all factors that influence long-term interest rates. 30-year mortgage rates, which are generally correlated with long-term interest rates, decreased from 6.8 percent in second quarter 2025 to 6.3 percent in third quarter 2025, according to economic data from Freddie Mac. Many builders have been able to offset higher mortgage rates through discounts, mortgage rate buydowns and modifying product offerings such as home sizes and finishes. Higher rates have also locked in many existing homeowners from selling, thereby reducing inventories of existing homes for sale which has led to incremental demand for available new homes.

Increased inflation affects the cost of our operations across each of our business segments, including costs for raw materials, transportation, energy and labor. The Consumer Price Index increased at an annual rate of 3.0 percent as of September 2025 compared to 2.7 percent in June 2025. This rate is markedly down from prior periods of elevated inflation. While we can offset some of our costs that are affected by inflation through our sales activities, operational excellence initiatives and procurement practices, not all costs associated with inflation can be fully mitigated or passed on to the customer.

The condition of the labor market affects all of our businesses as it relates to our ability to attract and retain employees and contractors. The unemployment rate increased slightly from 4.1 percent in second quarter 2025 to 4.3 percent as of the end of August 2025.

Governments and businesses across the globe have publicly expressed that climate change is a compelling issue requiring considerable responsive action; many have made significant commitments toward decarbonizing activities and operations and reducing greenhouse gas emissions. Achieving these commitments will require significant efforts, including modifying operations, investing in low-carbon technologies or purchasing credits to reduce environmental impacts. Although political and broader sentiment for climate change mitigation activities and related investments can fluctuate, we expect that over the long-term, climate change will continue to be a significant social concern and priority. With that in mind, we believe we are uniquely positioned to help others achieve climate change mitigation goals through natural climate solutions, including forest carbon, renewable energy and carbon capture and storage activities.

CONSOLIDATED RESULTS

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


	QUARTER ENDED				AMOUNT OF CHANGE		YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES	SEPTEMBER 2025		SEPTEMBER 2024		2025 VS. 2024		SEPTEMBER 2025		SEPTEMBER 2024		2025 VS. 2024
Net sales	$	1,717	$	1,681	$	36	$	5,364	$	5,416	$	(52	)
Costs of sales	$	1,513	$	1,431	$	82	$	4,500	$	4,407	$	93
Operating income	$	123	$	78	$	45	$	480	$	544	$	(64	)
Net earnings	$	80	$	28	$	52	$	250	$	315	$	(65	)
Earnings per share, basic and diluted	$	0.11	$	0.04	$	0.07	$	0.35	$	0.43	$	(0.08	)

Comparing Third Quarter 2025 with Third Quarter 2024

Net sales

Net sales increased $36 million – 2 percent – primarily due to a $29 million increase in Timberlands net sales to unaffiliated customers attributable to increased log sales volumes and increased stumpage and pay-as-cut timber sales realizations and sales volumes, as well as a $14 million increase in Real Estate & ENR net sales attributable to an increase in average price per acre sold and an increase in right of way easements and royalty income. These increases were partially offset by a $7 million decrease in Wood Products net sales attributable to decreased sales realizations across most product lines.

Costs of sales

Costs of sales increased $82 million – 6 percent – primarily due to increased sales volumes for structural lumber and oriented strand board in our Wood Products segment, as well as increased log sales volumes and increased stumpage and pay-as-cut timber sales in our Timberlands segment.

Operating income

Operating income increased $45 million – 58 percent – primarily due to:

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a $33 million increase in insurance recoveries;

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a $29 million gain related to the sale of our Princeton lumber mill recorded in third quarter 2025;

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a $15 million decrease in general and administrative expenses and

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a $10 million impairment charge related to the indefinite curtailment of our New Bern lumber mill recorded in third quarter 2024.

These changes were partially offset by a $46 million decrease in consolidated gross margin (see discussion of components above).

Net earnings

Net earnings increased $52 million – 186 percent – primarily due to the $45 million increase in operating income discussed above and a $26 million increase in income tax benefit, partially offset by a $9 million increase in non-operating pension and other post-employment benefit costs and an $8 million decrease in interest income and other.

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

Net sales

Net sales decreased $52 million – 1 percent – primarily due to an $86 million decrease in Wood Products net sales attributable to decreased sales realizations across most product lines, as well as a $12 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased Western log sales. These decreases were partially offset by a $46 million increase in Real Estate & ENR net sales attributable to an increase in average price per acre sold and an increase in right of way easements and royalty income.

Costs of sales

Costs of sales increased $93 million – 2 percent – primarily due to increased sales volumes for structural lumber, oriented strand board and softwood plywood in our Wood Products segment, partially offset by decreased Western sales volumes in our Timberlands segment and decreased acres sold in our Real Estate & ENR segment.

Operating income

Operating income decreased $64 million – 12 percent – primarily due to a $145 million decrease in consolidated gross margin (see discussion of components above), as well as a $25 million product remediation recovery recorded in second quarter 2024.

These changes were partially offset by:

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a $35 million increase in insurance recoveries;

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a $29 million gain related to the sale of our Princeton lumber mill recorded in third quarter 2025;

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an $18 million decrease in general and administrative expenses and

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a $10 million impairment charge related to the indefinite curtailment of our New Bern lumber mill recorded in third quarter 2024.

Net earnings

Net earnings decreased $65 million – 21 percent – primarily due to the $64 million decrease in operating income discussed above, a $26 million increase in non-operating pension and other post-employment benefit costs and a $26 million decrease in interest income and other. These changes were partially offset by a $51 million increase in income tax benefit.

TIMBER****LANDS

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


	QUARTER ENDED				AMOUNT OF CHANGE		YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2025		SEPTEMBER 2024		2025 VS. 2024		SEPTEMBER 2025		SEPTEMBER 2024		2025 VS. 2024
Net sales to unaffiliated customers:
Delivered logs:
West	$	169	$	158	$	11	$	507	$	539	$	(32	)
South		154		149		5		460		453		7
North		13		11		2		35		33		2
Subtotal delivered logs sales		336		318		18		1,002		1,025		(23	)
Stumpage and pay-as-cut timber		22		14		8		45		38		7
Recreational and other lease revenue		21		19		2		59		57		2
Other(1)		7		6		1		35		33		2
Subtotal net sales to unaffiliated customers		386		357		29		1,141		1,153		(12	)
Intersegment sales		150		136		14		458		416		42
Total sales	$	536	$	493	$	43	$	1,599	$	1,569	$	30
Costs of sales	$	429	$	410	$	19	$	1,254	$	1,275	$	(21	)
Operating income	$	80	$	57	$	23	$	270	$	217	$	53
Interest income and other		—		—		—		—		1		(1	)
Net contribution to earnings	$	80	$	57	$	23	$	270	$	218	$	52

(1)

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

Comparing Third Quarter 2025 with Third Quarter 2024

Net sales to unaffiliated customers

Net sales to unaffiliated customers increased $29 million – 8 percent – primarily due to an $11 million increase in Western log sales attributable to an 11 percent increase in sales volumes, partially offset by a 3 percent decrease in sales realizations, as well as an $8 million increase in stumpage and pay-as-cut timber sales attributable to increased sales realizations and sales volumes.

Intersegment sales

Intersegment sales increased $14 million – 10 percent – primarily due to a 6 percent increase in sales volumes, as well as a 4 percent increase in sales realizations.

Costs of sales

Costs of sales increased $19 million – 5 percent – primarily due to increased sales volumes across all regions.

Net contribution to earnings

Net contribution to earnings increased $23 million – 40 percent – primarily due to the change in the components of gross margin, as discussed above.

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

Net sales to unaffiliated customers

Net sales to unaffiliated customers decreased $12 million – 1 percent – primarily due to a $32 million decrease in Western log sales attributable to a 3 percent decrease in sales realizations and a 2 percent decrease in sales volumes, partially due to a lower mix of export sales. This decrease was partially offset by a $7 million increase in Southern log sales attributable to increased sales volumes, as well as a $7 million increase in stumpage and pay-as-cut timber sales attributable to increased sales realizations and sales volumes.

Intersegment sales

Intersegment sales increased $42 million – 10 percent – primarily due to a 6 percent increase in sales volumes, as well as a 3 percent increase in sales realizations.

Costs of sales

Costs of sales decreased $21 million – 2 percent – primarily due to decreased Western sales volumes.

Net contribution to earnings

Net contribution to earnings increased $52 million – 24 percent – primarily due to the change in the components of gross margin, as discussed above.

Third-Party Log Sales Volumes and Fee Harvest Volumes


	QUARTER ENDED				AMOUNT OF CHANGE		YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
VOLUMES IN THOUSANDS	SEPTEMBER 2025		SEPTEMBER 2024		2025 VS. 2024		SEPTEMBER 2025		SEPTEMBER 2024		2025 VS. 2024
Third-party log sales – tons:
West(1)		1,529		1,379		150		4,387		4,499		(112	)
South		4,217		4,062		155		12,397		12,305		92
North		183		160		23		480		453		27
Total		5,929		5,601		328		17,264		17,257		7
Fee harvest volumes – tons:
West(1)		2,394		2,184		210		6,861		6,753		108
South		6,431		6,070		361		18,784		18,353		431
North		262		247		15		714		676		38
Total		9,087		8,501		586		26,359		25,782		577

(1)

Western logs are primarily transacted in thousand board feet (MBF) but are converted to ton equivalents for external reporting purposes.

REAL ESTATE, ENERGY A****ND NATURAL RESOURCES

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


	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2025		SEPTEMBER 2024		2025 VS. 2024			SEPTEMBER 2025		SEPTEMBER 2024		2025 VS. 2024
Net sales:
Real estate	$	65	$	59	$	6		$	257	$	220	$	37
Energy and natural resources		38		30		8			94		85		9
Total	$	103	$	89	$	14		$	351	$	305	$	46
Costs of sales	$	28	$	31	$	(3	)	$	104	$	118	$	(14	)
Operating income and Net contribution to earnings	$	69	$	51	$	18		$	231	$	170	$	61

The volume of real estate sales is a function of many factors, including the general state of the economy, demand in local real estate markets, the ability of buyers to obtain financing, the number of competing properties listed for sale, the seasonal nature of sales, the plans of adjacent landowners, our expectation of future price appreciation, the timing of harvesting activities and the availability of government and not-for-profit funding. In any period, the average price per acre will vary based on the location and physical characteristics of parcels sold.

Comparing Third Quarter 2025 with Third Quarter 2024

Net sales

Net sales increased $14 million – 16 percent – primarily due to an increase in average price per acre sold and an increase in right of way easements and royalty income from our Energy and Natural Resources business, partially offset by a decrease in acres sold.

Costs of sales

Costs of sales decreased $3 million – 10 percent – primarily due to a decrease in acres sold.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings increased $18 million – 35 percent – primarily due to the change in the components of gross margin, as discussed above.

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

Net sales

Net sales increased $46 million – 15 percent – primarily due to an increase in average price per acre sold and an increase in right of way easements and royalty income from our Energy and Natural Resources business, partially offset by a decrease in acres sold.

Costs of sales

Costs of sales decreased $14 million – 12 percent – primarily due to a decrease in acres sold.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings increased $61 million – 36 percent – primarily due to the change in the components of gross margin, as discussed above.

REAL ESTATE SALES STATISTICS


	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
	SEPTEMBER 2025		SEPTEMBER 2024		2025 VS. 2024			SEPTEMBER 2025		SEPTEMBER 2024		2025 VS. 2024
Acres sold		11,982		17,441		(5,459	)		52,739		74,880		(22,141	)
Average price per acre	$	5,128	$	2,808	$	2,320		$	4,543	$	2,650	$	1,893

WOOD PRODUCTS

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


	QUARTER ENDED					AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2025			SEPTEMBER 2024		2025 VS. 2024			SEPTEMBER 2025		SEPTEMBER 2024		2025 VS. 2024
Net sales:
Structural lumber	$	509		$	451	$	58		$	1,617	$	1,414	$	203
Oriented strand board		167			206		(39	)		600		749		(149	)
Engineered solid section		162			175		(13	)		492		543		(51	)
Engineered I-joists		85			95		(10	)		268		301		(33	)
Softwood plywood		38			38		—			119		121		(2	)
Medium density fiberboard		39			42		(3	)		107		123		(16	)
Complementary building products		149			158		(9	)		429		475		(46	)
Other products produced(1)		79			70		9			240		232		8
Total	$	1,228		$	1,235	$	(7	)	$	3,872	$	3,958	$	(86	)
Costs of sales	$	1,218		$	1,132	$	86		$	3,575	$	3,424	$	151
Operating (loss) income and Net (charge) contribution to earnings	$	(19	)	$	27	$	(46	)	$	133	$	351	$	(218	)

(1)

Other products produced sales include wood chips, other byproducts and third-party residual log sales from our Canadian Forestlands operations.

Comparing Third Quarter 2025 with Third Quarter 2024

Net sales

Net sales decreased $7 million – 1 percent – primarily due to:

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a $39 million decrease in oriented strand board sales attributable to a 24 percent decrease in sales realizations, partially offset by an 8 percent increase in sales volumes;

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a $13 million decrease in engineered solid section sales attributable to a 10 percent decrease in sales realizations, partially offset by a 2 percent increase in sales volumes;

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a $10 million decrease in engineered I-joist sales attributable to an 8 percent decrease in sales realizations and a 3 percent decrease in sales volumes;

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a $9 million decrease in complementary building products sales attributable to a decrease in sales volumes across all products and

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a $3 million decrease in medium density fiberboard sales attributable to a 6 percent decrease in sales volumes and a 1 percent decrease in sales realizations.

These decreases were mostly offset by a $58 million increase in structural lumber sales attributable to a 13 percent increase in sales volumes, as well as a $9 million increase in other products produced sales attributable to an increase in wood chip sales volumes.

Costs of sales

Costs of sales increased $86 million – 8 percent – primarily due to increased sales volumes for structural lumber and oriented strand board.

Operating (loss) income and Net (charge) contribution to earnings

Operating (loss) income and net (charge) contribution to earnings decreased $46 million – 170 percent – primarily due to the change in the components of gross margin, as discussed above, partially offset by a $29 million gain related to the sale of our Princeton lumber mill recorded in third quarter 2025 and a $10 million noncash impairment charge related to the indefinite curtailment of our New Bern lumber mill recorded in third quarter 2024 (refer to the breakout of these items in Note 13: Other Operating (Income) Costs, Net).

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

Net sales

Net sales decreased $86 million – 2 percent – primarily due to:

●

a $149 million decrease in oriented strand board sales attributable to a 23 percent decrease in sales realizations, partially offset by a 4 percent increase in sales volumes;

●

a $51 million decrease in engineered solid section sales attributable to a 9 percent decrease in sales realizations and a 1 percent decrease in sales volumes;

●

a $46 million decrease in complementary building products sales attributable to a decrease in sales realizations and sales volumes across most products;

●

a $33 million decrease in engineered I-joist sales attributable to an 8 percent decrease in sales realizations and a 4 percent decrease in sales volumes;

●

a $16 million decrease in medium density fiberboard sales attributable to a 13 percent decrease in sales volumes and a 1 percent decrease in sales realizations and

●

a $2 million decrease in softwood plywood sales attributable to a 6 percent decrease in sales realizations, partially offset by a 5 percent increase in sales volumes.

These decreases were partially offset by a $203 million increase in structural lumber sales attributable to a 9 percent increase in sales volumes and a 6 percent increase in sales realizations, as well as an $8 million increase in other products produced sales attributable to an increase in wood chip sales volumes.

Costs of sales

Costs of sales increased $151 million – 4 percent – primarily due to increased sales volumes for structural lumber, oriented strand board and softwood plywood.

Operating (loss) income and Net (charge) contribution to earnings

Operating (loss) income and net (charge) contribution to earnings decreased $218 million – 62 percent – primarily due to the change in the components of gross margin, as discussed above, as well as a $25 million product remediation recovery recorded in second quarter 2024. These changes were partially offset by a $10 million noncash impairment charge related to the indefinite curtailment of our New Bern lumber mill recorded in third quarter 2024 and a $29 million gain related to the sale of our Princeton lumber mill recorded in third quarter 2025 (refer to the breakout of these items in Note 13: Other Operating (Income) Costs, Net).

Third-Party Sales Volumes


	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
VOLUMES IN MILLIONS(1)	SEPTEMBER 2025		SEPTEMBER 2024		2025 VS. 2024			SEPTEMBER 2025		SEPTEMBER 2024		2025 VS. 2024
Structural lumber – board feet		1,259		1,116		143			3,674		3,386		288
Oriented strand board – square feet (3/8”)		727		675		52			2,177		2,093		84
Engineered solid section – cubic feet		5.5		5.4		0.1			16.6		16.8		(0.2	)
Engineered I-joists – lineal feet		35		36		(1	)		110		114		(4	)
Softwood plywood – square feet (3/8”)		91		88		3			271		259		12
Medium density fiberboard – square feet (3/4”)		33		35		(2	)		91		104		(13	)

(1)

Sales volumes include internally produced products and products purchased for resale primarily through our distribution business.

PRODUCTION AND OUTSIDE PURCHASE VOLUMES

Outside purchase volumes are primarily purchased for resale through our distribution business. Production volumes are produced for sale through our own sales organizations and through our distribution business. Production of oriented strand board and engineered solid section are also used to manufacture engineered I-joists.


	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
VOLUMES IN MILLIONS	SEPTEMBER 2025		SEPTEMBER 2024		2025 VS. 2024			SEPTEMBER 2025		SEPTEMBER 2024		2025 VS. 2024
Structural lumber – board feet:
Production		1,167		1,046		121			3,538		3,294		244
Outside purchase		38		25		13			112		97		15
Total		1,205		1,071		134			3,650		3,391		259
Oriented strand board – square feet (3/8”):
Production		750		683		67			2,230		2,162		68
Outside purchase		17		17		—			52		55		(3	)
Total		767		700		67			2,282		2,217		65
Engineered solid section – cubic feet:
Production		5.1		5.0		0.1			16.8		16.8		—
Outside purchase		2.1		2.6		(0.5	)		6.6		8.9		(2.3	)
Total		7.2		7.6		(0.4	)		23.4		25.7		(2.3	)
Engineered I-joists – lineal feet:
Production		36		31		5			111		115		(4	)
Outside purchase		1		1		—			3		3		—
Total		37		32		5			114		118		(4	)
Softwood plywood – square feet (3/8”):
Production		82		81		1			244		235		9
Outside purchase		11		7		4			33		24		9
Total		93		88		5			277		259		18
Medium density fiberboard – square feet (3/4"):
Production		35		37		(2	)		94		105		(11	)
Total		35		37		(2	)		94		105		(11	)

UNALLOCAT****ED ITEMS

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

Net Charge to Earnings – Unallocated Items


	QUARTER ENDED						AMOUNT OF CHANGE			YEAR-TO-DATE ENDED						AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2025			SEPTEMBER 2024			2025 VS. 2024			SEPTEMBER 2025			SEPTEMBER 2024			2025 VS. 2024
Unallocated corporate function and variable compensation expense	$	(37	)	$	(32	)	$	(5	)	$	(120	)	$	(107	)	$	(13	)
Liability classified share-based compensation		1			(2	)		3			1			—			1
Foreign exchange gain		—			1			(1	)		2			—			2
Elimination of intersegment profit in inventory and LIFO		15			5			10			(7	)		5			(12	)
Other, net		14			(29	)		43			(30	)		(92	)		62
Operating loss		(7	)		(57	)		50			(154	)		(194	)		40
Non-operating pension and other post-employment benefit costs		(19	)		(10	)		(9	)		(57	)		(31	)		(26	)
Interest income and other		6			14			(8	)		17			42			(25	)
Net charge to earnings	$	(20	)	$	(53	)	$	33		$	(194	)	$	(183	)	$	(11	)

Comparing Third Quarter 2025 with Third Quarter 2024

Net charge to earnings decreased $33 million – 62 percent – primarily due to a $43 million decrease in other, net, primarily attributable to a $26 million increase in insurance recoveries, as well as a $10 million increase in the benefit from elimination of intersegment profit in inventory and LIFO. These changes were partially offset by a $9 million increase in non-operating pension and other post-employment benefit costs and an $8 million decrease in interest income and other, primarily attributable to a decrease in cash and cash equivalents.

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

Net charge to earnings increased $11 million – 6 percent – primarily due to:

●

a $26 million increase in non-operating pension and other post-employment benefit costs;

●

a $25 million decrease in interest income and other, primarily attributable to a decrease in cash and cash equivalents;

●

a $13 million increase in unallocated corporate function and variable compensation expense and

●

a $12 million increase in the charge for elimination of intersegment profit in inventory and LIFO.

These changes were partially offset by a $62 million decrease in other, net, primarily attributable to a $28 million increase in insurance recoveries and a $20 million decrease in IT-related project costs.

INTEREST EXPENSE

Our interest expense, net of capitalized interest, was:

●

$71 million for third quarter 2025 and $203 million year-to-date 2025;

●

$69 million for third quarter 2024 and $203 million year-to-date 2024.

Interest expense increased $2 million compared to third quarter 2024 primarily due to $3 million of debt extinguishment costs incurred in conjunction with the partial redemption of our $750 million 4.75 percent senior unsecured notes due in May 2026. There was no similar activity in third quarter 2024. Year-to-date 2025 interest expense was comparable to year-to-date 2024, primarily due to the third quarter 2025 debt extinguishment costs and a series of debt issuances and retirements in 2025 that increased our outstanding debt, offset by a decrease in our weighted average interest rate.

INCOME TAXES

Our provision for income taxes was:

●

a $41 million benefit for third quarter 2025 and $13 million benefit year-to-date 2025;

●

a $15 million benefit for third quarter 2024 and $38 million expense year-to-date 2024.

Our provision for income taxes is primarily driven by the results of our TRSs. Income tax expense decreased $51 million compared to year-to-date 2024, resulting in a net benefit position primarily due to a decrease in our TRS earnings in 2025, as well as a decrease in our estimated effective tax rate.

Refer to Note 14: Income Taxes for further information.

LIQUIDITY AND CAPITAL RESOURCES

We are committed to maintaining an appropriate capital structure that provides financial flexibility and enables us to protect the interests of our shareholders and meet our obligations to our lenders, while also maintaining access to all major financial markets. As of September 30, 2025, we had $401 million in cash and cash equivalents and $1.75 billion of availability on our line of credit, which expires in June 2030. We believe we have sufficient liquidity to meet our cash requirements for the foreseeable future.

CASH FROM OPERATIONS

Consolidated net cash from operations was:

●

$676 million for year-to-date 2025 and

●

$790 million for year-to-date 2024.

Net cash from operations decreased $114 million primarily due to decreased cash flows from our business operations, as well as a $12 million increase in cash paid for interest and a $10 million increase in cash paid for income taxes.

CASH FROM INVESTING ACTIVITIES

Consolidated net cash from investing activities was:

●

$(729) million for year-to-date 2025 and

●

$(381) million for year-to-date 2024.

Net cash from investing activities decreased $348 million primarily due to a $331 million increase in cash paid for acquisitions of timberlands, as well as a $58 million increase in cash paid for capital expenditures. These changes were partially offset by a $61 million increase in proceeds from the sale of our Princeton lumber mill.

Summary of Capital Spending by Business Segment


	YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2025		SEPTEMBER 2024
Timberlands	$	82	$	74
Wood Products		243		177
Unallocated Items		—		16
Total	$	325	$	267

During fourth quarter 2024, we announced our plan to invest approximately $500 million to build a new TimberStrand® facility in Monticello, Arkansas. This capital outlay may be sourced from cash on hand or through future financing, as deemed appropriate. Construction began in 2025, with the goal of starting operations in 2027. Once completed, the new facility will increase our engineered wood products capacity by approximately 10 million cubic feet.

We anticipate our capital expenditures for 2025 to be between $380 and $390 million, excluding approximately $130 million of investment in our Monticello engineered wood products facility. The amount we spend on capital expenditures could change.

CASH FROM FINANCING ACTIVITIES

Consolidated net cash from financing activities was:

●

$(230) million for year-to-date 2025 and

●

$(674) million for year-to-date 2024.

Net cash from financing activities increased $444 million primarily due to a $1,098 million increase in net proceeds from issuance of long-term debt, as well as an $85 million decrease in cash paid for dividends. These changes were partially offset by a $712 million increase in payments on long-term debt and a $24 million increase in cash used for repurchases of common stock.

Line of Credit

In June 2025, we amended and restated our senior unsecured revolving credit facility to extend the expiration date to June 2030, while increasing borrowing capacity from $1.5 billion to $1.75 billion. Borrowings will bear interest at a floating rate based on either the adjusted term SOFR plus a spread or a mutually agreed-upon base rate plus a spread. We had no outstanding borrowings on our revolving credit facility as of September 30, 2025 or December 31, 2024.

Refer to Note 8: Long-Term Debt and Line of Credit for further information.

Long-Term Debt

During third quarter 2025, we entered into an $800 million senior unsecured term loan agreement that will mature in August 2028. Net proceeds after fees were $799 million. Borrowings will bear interest at a floating rate based on either the adjusted term SOFR plus a spread or a mutually agreed-upon

base rate plus a spread. Additionally, we utilized approximately $500 million of the net proceeds of the term loan to partially redeem our $750 million 4.75 percent senior unsecured notes due in May 2026.

During first quarter 2025, we repaid our $139 million 8.50 percent debentures and our $71 million 7.95 percent debentures at maturity. We also entered into a $300 million senior unsecured term loan that will mature in April 2030. Net proceeds after fees were $299 million. Borrowings will bear interest at a floating rate based on either the adjusted term SOFR plus a spread or a mutually agreed-upon base rate plus a spread.

Refer to Note 8: Long-Term Debt and Line of Credit for further information.

Interest Rate Swap Hedging Relationship

During third quarter 2025, we entered into interest rate swaps with the risk management objective of managing exposure to interest rate volatility by converting variable rate debt obligations associated with our new $800 million term loan into fixed rate payments. The interest rate swaps provide the right to make fixed rate payments to the counterparty in exchange for variable, SOFR-based payments on a monthly settlement schedule. As of September 30, 2025, our interest rate swap agreements with an aggregate notional amount of $800 million were designated as cash flow hedging instruments of variable, SOFR-based interest payments on our $800 million term loan. No comparable activity was present as of and for the year ended December 31, 2024.

Refer to Note 9: Fair Value of Financial Instruments for further information.

Debt Covenants

As of September 30, 2025, Weyerhaeuser Company was in compliance with its debt covenants. There have been no significant changes to the debt covenants presented in our 2024 Annual Report on Form 10-K for our long-term debt instruments, and we expect to remain in compliance with our debt covenants for the foreseeable future.

Dividend Payments

We paid cash dividends on common shares of:

●

$454 million for year-to-date 2025 and

●

$539 million for year-to-date 2024.

The decrease in dividends paid is primarily due to a supplemental dividend of $0.14 per share based on 2023 financial results for a total of $102 million paid in first quarter 2024.

Under our cash return framework, we plan to supplement our base dividend with an additional return of variable cash, as appropriate, in the form of a supplemental cash dividend and/or share repurchase to achieve a targeted total return to shareholders of 75 to 80 percent of annual Adjusted Funds Available for Distribution (Adjusted FAD). For further information on Adjusted FAD see Performance and Liquidity Measures.

Share Repurchases

During second quarter 2025, we completed the $1 billion purchase authorization under the share repurchase program approved by the board in September 2021 (the 2021 Repurchase Program). On May 8, 2025, we announced the board approved a new share repurchase program (the 2025 Repurchase Program) under which we are authorized to repurchase up to $1 billion of outstanding shares. Concurrently, the board of directors terminated the completed purchase authorization under the 2021 Repurchase Program.

We repurchased 980,114 common shares for approximately $25 million (including transaction fees) under the 2025 Repurchase Program during third quarter 2025 and 5,714,095 common shares for approximately $150 million (including transaction fees) under the share repurchase programs during year-to-date 2025. During third quarter 2024, we repurchased 820,706 common shares for approximately $26 million (including transaction fees) and 3,962,220 common shares for approximately $125 million (including transaction fees) during year-to-date 2024 under the 2021 Repurchase Program. There were no unsettled shares as of September 30, 2025 and 12,436 unsettled shares (less than $1 million) as of December 31, 2024.

Refer to Note 4: Net Earnings Per Share and Share Repurchases for further information.

PERFORMANCE AND LIQUIDITY MEASURES

Adjusted EBITDA by Segment

We use Adjusted EBITDA as a key performance measure to evaluate the performance of the consolidated company and our business segments. This measure should not be considered in isolation from, and is not intended to represent an alternative to, our results reported in accordance with U.S. generally accepted accounting principles (U.S. GAAP). However, we believe Adjusted EBITDA provides meaningful supplemental information for investors about our operating performance, better facilitates period to period comparisons and is widely used by analysts, lenders, rating agencies and other interested parties. Our definition of Adjusted EBITDA may be different from similarly titled measures reported by other companies, including those in our industry. Adjusted EBITDA, as we define it, is operating income adjusted for depreciation, depletion, amortization, basis of real estate sold and special items.


	QUARTER ENDED						AMOUNT OF CHANGE			YEAR-TO-DATE ENDED						AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2025			SEPTEMBER 2024			2025 VS. 2024			SEPTEMBER 2025			SEPTEMBER 2024			2025 VS. 2024
Adjusted EBITDA by Segment:
Timberlands	$	148		$	122		$	26		$	467		$	413		$	54
Real Estate & ENR		91			77			14			316			273			43
Wood Products		8			91			(83	)		270			500			(230	)
		247			290			(43	)		1,053			1,186			(133	)
Unallocated Items		(30	)		(54	)		24			(172	)		(188	)		16
Adjusted EBITDA	$	217		$	236		$	(19	)	$	881		$	998		$	(117	)

We reconcile Adjusted EBITDA to net earnings for the consolidated company and to operating income (loss) for the business segments, as those are the most directly comparable U.S. GAAP measures for each.

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


DOLLAR AMOUNTS IN MILLIONS	Timberlands		Real Estate & ENR		Wood Products			Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings											$	80
Interest expense, net of capitalized interest												71
Income taxes												(41	)
Net contribution (charge) to earnings	$	80	$	69	$	(19	)	$	(20	)	$	110
Non-operating pension and other post-employment benefit costs		—		—		—			19			19
Interest income and other		—		—		—			(6	)		(6	)
Operating income (loss)		80		69		(19	)		(7	)		123
Depreciation, depletion and amortization		68		3		56			3			130
Basis of real estate sold		—		19		—			—			19
Special items included in operating income (loss)(1)(2)		—		—		(29	)		(26	)		(55	)
Adjusted EBITDA	$	148	$	91	$	8		$	(30	)	$	217

(1)

Operating income (loss) for Wood Products includes a pretax special item consisting of a $29 million gain on the sale of our Princeton lumber mill.

(2)

Operating income (loss) for Unallocated Items includes a pretax special item consisting of a $26 million insurance recovery.

The table below reconciles Adjusted EBITDA for the quarter ended September 30, 2024:


DOLLAR AMOUNTS IN MILLIONS	Timberlands		Real Estate & ENR		Wood Products		Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings										$	28
Interest expense, net of capitalized interest											69
Income taxes											(15	)
Net contribution (charge) to earnings	$	57	$	51	$	27	$	(53	)	$	82
Non-operating pension and other post-employment benefit costs		—		—		—		10			10
Interest income and other		—		—		—		(14	)		(14	)
Operating income (loss)		57		51		27		(57	)		78
Depreciation, depletion and amortization		65		3		54		3			125
Basis of real estate sold		—		23		—		—			23
Special items included in operating income (loss)(1)		—		—		10		—			10
Adjusted EBITDA	$	122	$	77	$	91	$	(54	)	$	236

(1)

Operating income (loss) for Wood Products includes a pretax special item consisting of a $10 million noncash impairment charge related to the indefinite curtailment of our New Bern lumber mill.

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


DOLLAR AMOUNTS IN MILLIONS	Timberlands		Real Estate & ENR		Wood Products			Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings											$	250
Interest expense, net of capitalized interest												203
Income taxes												(13	)
Net contribution (charge) to earnings	$	270	$	231	$	133		$	(194	)	$	440
Non-operating pension and other post-employment benefit costs		—		—		—			57			57
Interest income and other		—		—		—			(17	)		(17	)
Operating income (loss)		270		231		133			(154	)		480
Depreciation, depletion and amortization		197		9		166			8			380
Basis of real estate sold		—		76		—			—			76
Special items included in operating income (loss)(1)(2)		—		—		(29	)		(26	)		(55	)
Adjusted EBITDA	$	467	$	316	$	270		$	(172	)	$	881

(1)

Operating income (loss) for Wood Products includes a pretax special item consisting of a $29 million gain on the sale of our Princeton lumber mill.

(2)

Operating income (loss) for Unallocated Items includes a pretax special item consisting of a $26 million insurance recovery.

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


DOLLAR AMOUNTS IN MILLIONS	Timberlands			Real Estate & ENR		Wood Products			Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings												$	315
Interest expense, net of capitalized interest													203
Income taxes													38
Net contribution (charge) to earnings	$	218		$	170	$	351		$	(183	)	$	556
Non-operating pension and other post-employment benefit costs		—			—		—			31			31
Interest income and other		(1	)		—		—			(42	)		(43	)
Operating income (loss)		217			170		351			(194	)		544
Depreciation, depletion and amortization		196			10		164			6			376
Basis of real estate sold		—			93		—			—			93
Special items included in operating income (loss)(1)		—			—		(15	)		—			(15	)
Adjusted EBITDA	$	413		$	273	$	500		$	(188	)	$	998

(1)

Operating income (loss) for Wood Products includes pretax special items consisting of a $25 million product remediation recovery and a $10 million noncash impairment charge related to the indefinite curtailment of our New Bern lumber mill.

Adjusted FAD

We use Adjusted Funds Available for Distribution (Adjusted FAD) to evaluate the company’s liquidity and measure cash generated during the period (net of capital expenditures and significant non-recurring items) that is available for dividends, repurchases of common shares, debt reduction, acquisitions and other discretionary and nondiscretionary capital allocation activities. Adjusted FAD should not be considered in isolation from, and is not intended to represent an alternative to, our results reported in accordance with U.S. GAAP. However, we believe the measure provides meaningful supplemental information for investors about our liquidity. Adjusted FAD, as we define it, is net cash from operations adjusted for capital expenditures and significant non-recurring items. Our definition of Adjusted FAD may be different from similarly titled measures reported by other companies, including those in our industry. We reconcile Adjusted FAD to net cash from operations, as that is the most directly comparable U.S. GAAP measure.

The table below reconciles Adjusted FAD to net cash from operations:


	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2025			SEPTEMBER 2024			SEPTEMBER 2025			SEPTEMBER 2024
Net cash from operations	$	210		$	234		$	676		$	790
Capital expenditures		(125	)		(97	)		(325	)		(267	)
FAD		85			137			351			523
Cash from product remediation recovery		—			—			—			(25	)
Monticello engineered wood products facility capital expenditures		32			—			70			—
Adjusted FAD	$	117		$	137		$	421		$	498
Net cash from investing activities	$	(521	)	$	(161	)	$	(729	)	$	(381	)
Net cash from financing activities	$	120		$	(171	)	$	(230	)	$	(674	)

Net Earnings and Net Earnings per Diluted Share Before Special Items

We use net earnings before special items and net earnings per diluted share before special items as key performance measures to evaluate the performance of the consolidated company. These measures should not be considered in isolation from, and are not intended to represent an alternative to, our results reported in accordance with U.S. GAAP. However, we believe the measures provide meaningful supplemental information for investors about our operating performance, better facilitate period to period comparisons and are widely used by analysts, lenders, rating agencies and other interested parties.

Net Earnings Before Special Items


	QUARTER ENDED					YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2025			SEPTEMBER 2024		SEPTEMBER 2025			SEPTEMBER 2024
Net earnings	$	80		$	28	$	250		$	315
Gain on lumber mill sale		(21	)		—		(21	)		—
Insurance recovery		(19	)		—		(19	)		—
Product remediation recovery		—			—		—			(19	)
Restructuring, impairments and other charges		—			7		—			7
Net earnings before special items	$	40		$	35	$	210		$	303

Net Earnings per Diluted Share Before Special Items


	QUARTER ENDED					YEAR-TO-DATE ENDED
	SEPTEMBER 2025			SEPTEMBER 2024		SEPTEMBER 2025			SEPTEMBER 2024
Net earnings per diluted share	$	0.11		$	0.04	$	0.35		$	0.43
Gain on lumber mill sale		(0.03	)		—		(0.03	)		—
Insurance recovery		(0.02	)		—		(0.03	)		—
Product remediation recovery		—			—		—			(0.02	)
Restructuring, impairments and other charges		—			0.01		—			0.01
Net earnings per diluted share before special items	$	0.06		$	0.05	$	0.29		$	0.42

CRITICAL ACCOUNTING E****STIMATES

There have been no material changes during year-to-date 2025 to the critical accounting estimates presented in our 2024 Annual Report on Form 10-K.

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