8-K

WEYERHAEUSER CO (WY)

8-K 2025-07-24 For: 2025-07-24
View Original
Added on April 11, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 24, 2025

WEYERHAEUSER COMPANY

(Exact name of registrant as specified in charter)

Washington 1-4825 91-0470860
(State or other jurisdiction of<br><br>incorporation or organization) (Commission<br><br>File Number) (IRS Employer<br><br>Identification Number)

220 Occidental Avenue South

Seattle, Washington 98104-7800

(Address of principal executive offices)

(zip code)

Registrant’s telephone number, including area code:

(206) 539-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934:

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

TABLE OF CONTENTS

Item 2.02. Results of Operations and Financial Condition
Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT 99.1
EXHIBIT 99.2

Table of Contents

Section 2 - Financial Information

Item 2.02. Results of Operations and Financial Condition

On July 24, 2025, Weyerhaeuser Company will post and make available on its website its financial results for the quarter ended June 30, 2025. Copies of the earnings release and the exhibit thereto are furnished as Exhibit 99.1 and Exhibit 99.2 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The following items are furnished as exhibits to this report.

Exhibit No. Description
99.1 Earnings release of Weyerhaeuser Company posted July 24, 2025 reporting results of operations for the quarter ended June 30, 2025.
99.2 Exhibit to earnings release of Weyerhaeuser Company posted July 24, 2025.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

Table of Contents

SIGNATURES

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

WEYERHAEUSER COMPANY
By: /s/ Alex G. Whitney
Name: Alex G. Whitney
Its: Vice President and Chief Accounting Officer
(Principal Accounting Officer)

Date: July 24, 2025

EX-99.1

EXHIBIT 99.1

For more information contact: Analysts – Andy Taylor (206) 539-3907
Media – Nancy Thompson (919) 861-0342

Weyerhaeuser Reports Second Quarter Results

  • Generated net earnings of $87 million, or $0.12 per diluted share
  • Achieved Adjusted EBITDA of $336 million
  • Completed approximately $125 million of share repurchase in first half 2025
  • Completed prior $1 billion share repurchase program and announced new $1 billion authorization in second quarter 2025
  • Announced agreements to acquire high-quality timberlands in North Carolina and Virginia and sell Princeton lumber mill in British Columbia

SEATTLE, July 24, 2025 – Weyerhaeuser Company (NYSE: WY) today reported second quarter net earnings of $87 million, or 12 cents per diluted share, on net sales of $1.9 billion. This compares with net earnings of $173 million, or 24 cents per diluted share, on net sales of $1.9 billion for the same period last year and net earnings of $83 million for first quarter 2025. There were no special items in second quarter 2025 or first quarter 2025. Net earnings before special items was $154 million for second quarter 2024. Adjusted EBITDA for second quarter 2025 was $336 million, compared with $410 million for the same period last year and $328 million for first quarter 2025.

“Our teams delivered solid operating performance in the second quarter,” said Devin W. Stockfish, president and chief executive officer. “Notwithstanding the challenging market backdrop, we continue to demonstrate our commitment to returning meaningful amounts of cash back to shareholders, while also capitalizing on strategic portfolio optimization opportunities. Notably, we significantly increased our share repurchase activity in the second quarter and we continue to enhance the value of our timberlands portfolio with high-quality and strategically located acreage. Looking forward, we are well positioned to navigate a range of market conditions in the near term, and we remain confident in the longer-term demand fundamentals that support our businesses. Our balance sheet is strong, and we continue to focus on driving operational excellence, serving customers, enhancing our unmatched portfolio, and creating long-term value for our shareholders through our disciplined and flexible capital allocation framework.”

WEYERHAEUSER FINANCIAL HIGHLIGHTS 2025 2025 2024
(millions, except per share data) Q1 Q2 Q2
Net sales $ 1,763 $ 1,884 $ 1,939
Net earnings $ 83 $ 87 $ 173
Net earnings per diluted share $ 0.11 $ 0.12 $ 0.24
Weighted average shares outstanding, diluted 727 724 729
Net earnings before special items(1)(2) $ 83 $ 87 $ 154
Net earnings per diluted share before special items(1) $ 0.11 $ 0.12 $ 0.21
Adjusted EBITDA(1) $ 328 $ 336 $ 410
Net cash from operations $ 70 $ 396 $ 432
Adjusted FAD(3) $ (7 ) $ 311 $ 316
  • Net earnings before special items is a non-GAAP measure that management believes provides helpful context in understanding the company’s earnings performance. Additionally, Adjusted EBITDA is a non-GAAP measure that management uses to evaluate the performance of the company. Adjusted EBITDA, as we define it, is operating income adjusted for depreciation, depletion, amortization, basis of real estate sold and special items. Net earnings before special items and Adjusted EBITDA should not be considered in isolation from, and are not intended to represent an alternative to, our GAAP results. Reconciliations of net earnings before special items and Adjusted EBITDA to GAAP earnings are included within this release.

  • Special items for prior periods presented are included in the reconciliation tables within this release.

  • Adjusted Funds Available for Distribution (Adjusted FAD) is a non-GAAP measure that management uses to evaluate the company’s liquidity. Adjusted FAD, as we define it, is net cash from operations adjusted for capital expenditures and significant non-recurring items. Adjusted FAD measures 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 GAAP results. A reconciliation of Adjusted FAD to net cash from operations is included within this release.

TIMBERLANDS

FINANCIAL HIGHLIGHTS 2025 2025
(millions) Q1 Q2 Change
Net sales $ 534 $ 529 $ (5 )
Net contribution to pretax earnings $ 102 $ 88 $ (14 )
Adjusted EBITDA $ 167 $ 152 $ (15 )

Q2 2025 Performance – In the West, fee harvest and sales volumes were comparable to the first quarter. Sales realizations were comparable overall, as moderately higher export realizations for Japan were offset by slightly lower domestic realizations. Per unit log and haul costs and forestry and road costs were seasonally higher. In the South, fee harvest volumes and sales realizations were slightly higher than the first quarter. Per unit log and haul costs were moderately higher, and forestry and road costs were slightly lower.

Q3 2025 Outlook – Weyerhaeuser anticipates third quarter earnings before special items and Adjusted EBITDA will be approximately $10 million lower than the second quarter. In the West, the company expects slightly higher fee harvest volumes, higher per unit log and haul costs, seasonally higher forestry and road costs, and moderately lower sales realizations, primarily for domestic logs. In the South, the company anticipates slightly higher fee harvest volumes, comparable per unit log and haul costs, higher forestry and road costs, and slightly lower sales realizations due to mix.

REAL ESTATE, ENERGY & NATURAL RESOURCES

FINANCIAL HIGHLIGHTS 2025 2025
(millions) Q1 Q2 Change
Net sales $ 94 $ 154 $ 60
Net contribution to pretax earnings $ 56 $ 106 $ 50
Adjusted EBITDA $ 82 $ 143 $ 61

Q2 2025 Performance – Earnings and Adjusted EBITDA increased significantly from the first quarter due to the timing and mix of real estate sales. The number of acres sold and average price per acre were significantly higher, and basis as a percentage of real estate sales was lower.

Q3 2025 Outlook – Weyerhaeuser anticipates third quarter earnings before special items will be approximately $60 million lower than the second quarter and Adjusted EBITDA will be approximately $80 million lower than the second quarter due to the timing and mix of real estate sales. The company continues to expect full year 2025 Adjusted EBITDA of $350 million and basis as a percentage of real estate sales to be 30 to 40 percent for the full year.

WOOD PRODUCTS

FINANCIAL HIGHLIGHTS 2025 2025
(millions) Q1 Q2 Change
Net sales $ 1,287 $ 1,357 $ 70
Net contribution to pretax earnings $ 106 $ 46 $ (60 )
Adjusted EBITDA $ 161 $ 101 $ (60 )

Q2 2025 Performance – Sales realizations for lumber and oriented strand board decreased 2 percent and 12 percent, respectively, compared with first quarter averages. For lumber, sales volumes were higher, unit manufacturing costs

were comparable, and log costs were slightly higher. For oriented strand board, sales volumes and fiber costs were slightly higher, and unit manufacturing costs were higher due to an increase in downtime for planned annual maintenance. For engineered wood products, sales volumes were higher for all products, raw material costs were slightly lower, and unit manufacturing costs were lower, primarily driven by increased production of medium density fiberboard following a temporary operational disruption in the first quarter. Sales realizations were lower for most engineered wood products. Distribution results were lower than the first quarter, as seasonally higher sales volumes were offset by lower pricing for commodity and engineered wood products.

Q3 2025 Outlook – Weyerhaeuser anticipates third quarter earnings before special items and Adjusted EBITDA will be comparable to the second quarter, excluding the effect of changes in average sales realizations for lumber and oriented strand board. For lumber and oriented strand board, the company expects sales volumes and unit manufacturing costs to be comparable to the second quarter and log and fiber costs to be slightly lower. For engineered wood products, the company expects lower sales volumes, slightly lower sales realizations, and lower raw material costs, primarily for oriented strand board webstock. Distribution results are expected to be comparable to the second quarter.

ABOUT WEYERHAEUSER

Weyerhaeuser Company, one of the world's largest private owners of timberlands, began operations in 1900 and today owns or controls approximately 10.4 million acres of timberlands in the U.S., as well as additional public timberlands managed under long-term licenses in Canada. Weyerhaeuser has been a global leader in sustainability for more than a century and manages 100 percent of its timberlands on a fully sustainable basis in compliance with internationally recognized sustainable forestry standards. Weyerhaeuser is also one of the largest manufacturers of wood products in North America and operates additional business lines around product distribution, climate solutions, real estate, and energy and natural resources, among others. In 2024, the company generated $7.1 billion in net sales and employed approximately 9,400 people who serve customers worldwide. Operated as a real estate investment trust, Weyerhaeuser’s common stock trades on the New York Stock Exchange under the symbol WY. Learn more at www.weyerhaeuser.com.

EARNINGS CALL INFORMATION

Weyerhaeuser will hold a live conference call at 7 a.m. Pacific (10 a.m. Eastern) on July 25, 2025, to discuss second quarter results.

To access the live webcast and presentation online, go to the Investor Relations section on www.weyerhaeuser.com on July 25, 2025.

To join the conference call from within North America, dial 1-877-407-0792 (access code: 13748397) at least 15 minutes prior to the call. Those calling from outside North America should dial 201-689-8263 (access code: 13748397). Replays will be available for two weeks at 1-844-512-2921 (access code: 13748397) from within North America, and at 1-412-317-6671 (access code: 13748397) from outside North America.

FORWARD-LOOKING STATEMENTS

This earnings release contains statements concerning the company's future results and performance that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, with respect to our outlook and expectations concerning the following: our future operating performance, long-term demand for our products, enhancing the value of our timberland portfolio and delivery of long-term shareholder value and returns; third quarter earnings before special items and Adjusted EBITDA for our Timberlands, Real Estate, Energy & Natural Resources and Wood Products segments; fee harvest volumes, sales realizations, per unit log and haul costs and forestry and road costs for our Timberlands segment; the timing and mix and expected basis of real estate sales for our Real Estate, Energy & Natural Resources segment; sales volumes, log and fiber costs and unit manufacturing costs for our lumber and oriented strand board businesses; sales volumes, sales realizations and raw material costs for our engineered wood products business; and results for our distribution business. 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 and expressions such as “anticipate,” “expect,” “looking forward,” “will” and similar words and

expressions or reference events to occur in a future time period. They may use the positive, negative or another variation of those and similar words and expressions. 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. These risks and uncertainties include, but are not limited to:

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

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

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

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

  • the availability and cost of shipping and transportation;

  • economic activity in Asia, especially Japan and China;

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

  • potential disruptions in our manufacturing operations;

  • the level of competition from domestic and foreign producers;

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

  • our ability to hire and retain capable employees;

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

  • raw material availability and prices;

  • the effect of weather;

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

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

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

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

  • energy prices;

  • transportation and labor availability and costs;

  • federal tax policies;

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

  • legal proceedings;

  • performance of pension fund investments and related derivatives;

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

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

  • changes in accounting principles; and

  • other risks and uncertainties identified 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.

RECONCILIATION OF ADJUSTED EBITDA TO NET EARNINGS

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 March 31, 2025:

(millions) Timberlands Real Estate <br>& ENR Wood <br>Products Unallocated <br>Items Total
Adjusted EBITDA by Segment:
Net earnings $ 83
Interest expense, net of capitalized interest 66
Income taxes 16
Net contribution (charge) to earnings $ 102 $ 56 $ 106 $ (99 ) $ 165
Non-operating pension and other post-employment benefit costs 19 19
Interest income and other (5 ) (5 )
Operating income (loss) 102 56 106 (85 ) 179
Depreciation, depletion and amortization 65 2 55 3 125
Basis of real estate sold 24 24
Adjusted EBITDA $ 167 $ 82 $ 161 $ (82 ) $ 328

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

(millions) Timberlands Real Estate <br>& ENR Wood <br>Products Unallocated <br>Items Total
Adjusted EBITDA by Segment:
Net earnings $ 87
Interest expense, net of capitalized interest 66
Income taxes 12
Net contribution (charge) to earnings $ 88 $ 106 $ 46 $ (75 ) $ 165
Non-operating pension and other post-employment benefit costs 19 19
Interest income and other (6 ) (6 )
Operating income (loss) 88 106 46 (62 ) 178
Depreciation, depletion and amortization 64 4 55 2 125
Basis of real estate sold 33 33
Adjusted EBITDA $ 152 $ 143 $ 101 $ (60 ) $ 336

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

(millions) Timberlands Real Estate <br>& ENR Wood <br>Products Unallocated <br>Items Total
Adjusted EBITDA by Segment:
Net earnings $ 173
Interest expense, net of capitalized interest 67
Income taxes 33
Net contribution (charge) to earnings $ 81 $ 59 $ 196 $ (63 ) $ 273
Non-operating pension and other post-employment benefit costs 10 10
Interest income and other (1 ) (12 ) (13 )
Operating income (loss) 80 59 196 (65 ) 270
Depreciation, depletion and amortization 67 4 54 1 126
Basis of real estate sold 39 39
Special items included in operating income (loss)(1) (25 ) (25 )
Adjusted EBITDA $ 147 $ 102 $ 225 $ (64 ) $ 410
  • Operating income (loss) for Wood Products includes a pretax special item consisting of a $25 million product remediation recovery.

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

(millions) Timberlands Real Estate <br>& ENR Wood <br>Products Unallocated <br>Items Total
Adjusted EBITDA by Segment:
Net earnings $ 170
Interest expense, net of capitalized interest 132
Income taxes 28
Net contribution (charge) to earnings $ 190 $ 162 $ 152 $ (174 ) $ 330
Non-operating pension and other post-employment benefit costs 38 38
Interest income and other (11 ) (11 )
Operating income (loss) 190 162 152 (147 ) 357
Depreciation, depletion and amortization 129 6 110 5 250
Basis of real estate sold 57 57
Adjusted EBITDA $ 319 $ 225 $ 262 $ (142 ) $ 664

RECONCILIATION OF NET EARNINGS BEFORE SPECIAL ITEMS TO NET EARNINGS

We reconcile net earnings before special items to net earnings and net earnings per diluted share before special items to net earnings per diluted share, as those are the most directly comparable U.S. GAAP measures. 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.

The table below reconciles net earnings before special items to net earnings:

2025 2025 2024
(millions) Q1 Q2 Q2
Net earnings $ 83 $ 87 $ 173
Product remediation recovery (19 )
Net earnings before special items $ 83 $ 87 $ 154

The table below reconciles net earnings per diluted share before special items to net earnings per diluted share:

2025 2025 2024
Q1 Q2 Q2
Net earnings per diluted share $ 0.11 $ 0.12 $ 0.24
Product remediation recovery (0.03 )
Net earnings per diluted share before special items $ 0.11 $ 0.12 $ 0.21

RECONCILIATION OF ADJUSTED FAD TO NET CASH FROM OPERATIONS

We reconcile Adjusted FAD to net cash from operations, as that is the most directly comparable U.S. GAAP measure. We believe the measure provides meaningful supplemental information for investors about our liquidity.

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

2025 2025 2024 2025
(millions) Q1 Q2 Q2 Q2 YTD
Net cash from operations $ 70 $ 396 $ 432 $ 466
Capital expenditures (93 ) (107 ) (91 ) (200 )
Adjustments to FAD(1) 16 22 (25 ) 38
Adjusted FAD $ (7 ) $ 311 $ 316 $ 304
  • Adjustments to FAD include a $25 million product remediation recovery in second quarter 2024, and $16 million, $22 million and $38 million in capital expenditures related to our Monticello engineered wood products facility in first quarter, second quarter and year-to-date 2025, respectively.

    EX-99.2

Weyerhaeuser Company Exhibit 99.2

Q2.2025 Analyst Package

Preliminary results (unaudited)

Consolidated Statement of Operations

Q1 Q2 Year-to-Date
in millions March 31,<br> 2025 June 30,<br>2025 June 30,<br>2024 June 30,<br>2025 June 30,<br>2024
Net sales $ 1,763 $ 1,884 $ 1,939 $ 3,647 $ 3,735
Costs of sales 1,428 1,559 1,535 2,987 2,976
Gross margin 335 325 404 660 759
Selling expenses 23 23 22 46 44
General and administrative expenses 119 114 116 233 236
Other operating costs (income), net 14 10 (4 ) 24 13
Operating income 179 178 270 357 466
Non-operating pension and other post-employment benefit costs (19 ) (19 ) (10 ) (38 ) (21 )
Interest income and other 5 6 13 11 29
Interest expense, net of capitalized interest (66 ) (66 ) (67 ) (132 ) (134 )
Earnings before income taxes 99 99 206 198 340
Income taxes (16 ) (12 ) (33 ) (28 ) (53 )
Net earnings $ 83 $ 87 $ 173 $ 170 $ 287

Per Share Information

Q1 Q2 Year-to-Date
March 31,<br> 2025 June 30,<br>2025 June 30,<br>2024 June 30,<br>2025 June 30,<br>2024
Earnings per share, basic and diluted $ 0.11 $ 0.12 $ 0.24 $ 0.23 $ 0.39
Dividends paid per common share $ 0.21 $ 0.21 $ 0.20 $ 0.42 $ 0.54
Weighted average shares outstanding (in thousands):
Basic 726,143 723,682 729,026 724,906 729,534
Diluted 726,566 723,927 729,341 725,239 729,950
Common shares outstanding at end of period (in thousands) 725,671 721,835 727,519 721,835 727,519

Adjusted Earnings before Interest, Tax, Depreciation, Depletion and Amortization (Adjusted EBITDA)

Q1 Q2 Year-to-Date
in millions March 31,<br> 2025 June 30,<br>2025 June 30,<br>2024 June 30,<br>2025 June 30,<br>2024
Net earnings $ 83 $ 87 $ 173 $ 170 $ 287
Non-operating pension and other post-employment benefit costs 19 19 10 38 21
Interest income and other (5 ) (6 ) (13 ) (11 ) (29 )
Interest expense, net of capitalized interest 66 66 67 132 134
Income taxes 16 12 33 28 53
Operating income 179 178 270 357 466
Depreciation, depletion and amortization 125 125 126 250 251
Basis of real estate sold 24 33 39 57 70
Special items included in operating income (25 ) (25 )
Adjusted EBITDA(1) $ 328 $ 336 $ 410 $ 664 $ 762

(1) Adjusted EBITDA is a non-GAAP measure that management uses to evaluate the performance of the company. Adjusted EBITDA, as we define it, is operating income adjusted for depreciation, depletion, amortization, basis of real estate sold and special items. Our definition of Adjusted EBITDA may be different from similarly titled measures reported by other companies. Adjusted EBITDA should not be considered in isolation from, and is not intended to represent an alternative to, our GAAP results.

Weyerhaeuser Company Total Company Statistics

Q2.2025 Analyst Package

Preliminary results (unaudited)

Special Items Included in Net Earnings (Income Tax Affected)

Q1 Q2 Year-to-Date
in millions March 31,<br> 2025 June 30,<br>2025 June 30,<br>2024 June 30,<br>2025 June 30,<br>2024
Net earnings $ 83 $ 87 $ 173 $ 170 $ 287
Product remediation recovery (19 ) (19 )
Net earnings before special items(1) $ 83 $ 87 $ 154 $ 170 $ 268
Q1 Q2 Year-to-Date
--- --- --- --- --- --- --- --- --- --- --- --- ---
March 31,<br> 2025 June 30,<br>2025 June 30,<br>2024 June 30,<br>2025 June 30,<br>2024
Net earnings per diluted share $ 0.11 $ 0.12 $ 0.24 $ 0.23 $ 0.39
Product remediation recovery (0.03 ) (0.02 )
Net earnings per diluted share before special items(1) $ 0.11 $ 0.12 $ 0.21 $ 0.23 $ 0.37

(1) Net earnings before special items is a non-GAAP measure that management believes provides helpful context in understanding the company’s earnings performance. Net earnings before special items should not be considered in isolation from, and is not intended to represent an alternative to, our GAAP results.

Selected Total Company Items

Q1 Q2 Year-to-Date
in millions March 31,<br> 2025 June 30,<br>2025 June 30,<br>2024 June 30,<br>2025 June 30,<br>2024
Pension and post-employment costs:
Pension and post-employment service costs $ 4 $ 5 $ 5 $ 9 $ 10
Non-operating pension and other post-employment benefit costs 19 19 10 38 21
Total company pension and post-employment costs $ 23 $ 24 $ 15 $ 47 $ 31
Weyerhaeuser Company
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Q2.2025 Analyst Package

Preliminary results (unaudited)

Condensed Consolidated Balance Sheet

in millions March 31,<br>2025 June 30,<br>2025 December 31,<br>2024
ASSETS
Current assets:
Cash and cash equivalents $ 560 $ 592 $ 684
Receivables, net 382 369 306
Receivables for taxes 13 9 9
Inventories 675 610 607
Prepaid expenses and other current assets 141 178 142
Total current assets 1,771 1,758 1,748
Property and equipment, net 2,333 2,321 2,329
Construction in progress 291 316 287
Timber and timberlands at cost, less depletion 11,506 11,452 11,551
Minerals and mineral rights, less depletion 187 184 189
Deferred tax assets 23 23 24
Other assets 409 424 408
Total assets $ 16,520 $ 16,478 $ 16,536
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt $ 150 $ 900 $ 210
Accounts payable 288 283 255
Accrued liabilities 430 511 512
Total current liabilities 868 1,694 977
Long-term debt, net 5,017 4,268 4,866
Deferred tax liabilities 32 37 26
Deferred pension and other post-employment benefits 602 609 596
Other liabilities 356 346 350
Total liabilities 6,875 6,954 6,815
Total equity 9,645 9,524 9,721
Total liabilities and equity $ 16,520 $ 16,478 $ 16,536
Weyerhaeuser Company
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Q2.2025 Analyst Package

Preliminary results (unaudited)

Consolidated Statement of Cash Flows

Q1 Q2 Year-to-Date
in millions March 31,<br> 2025 June 30,<br>2025 June 30,<br>2024 June 30,<br>2025 June 30,<br>2024
Cash flows from operations:
Net earnings $ 83 $ 87 $ 173 $ 170 $ 287
Noncash charges (credits) to earnings:
Depreciation, depletion and amortization 125 125 126 250 251
Basis of real estate sold 24 33 39 57 70
Pension and other post-employment benefits 23 24 15 47 31
Share-based compensation expense 11 12 12 23 22
Other 4 3 4 4
Change in:
Receivables, net (76 ) 10 (4 ) (66 ) (57 )
Receivables and payables for taxes (22 ) 6 16 (16 ) 13
Inventories (68 ) 55 15 (13 ) (53 )
Prepaid expenses and other current assets 5 12 16 17 33
Accounts payable and accrued liabilities (25 ) 64 37 39 (14 )
Pension and post-employment benefit contributions and payments (3 ) (3 ) (5 ) (6 ) (9 )
Other (11 ) (29 ) (11 ) (40 ) (22 )
Net cash from operations $ 70 $ 396 $ 432 $ 466 $ 556
Cash flows from investing activities:
Capital expenditures for property and equipment(1) $ (71 ) $ (99 ) $ (82 ) $ (170 ) $ (139 )
Capital expenditures for timberlands reforestation (22 ) (8 ) (9 ) (30 ) (31 )
Acquisitions of timberlands (4 ) (1 ) (53 ) (5 ) (53 )
Other (3 ) 1 (3 ) 3
Net cash from investing activities $ (97 ) $ (111 ) $ (143 ) $ (208 ) $ (220 )
Cash flows from financing activities:
Cash dividends on common shares $ (152 ) $ (152 ) $ (146 ) $ (304 ) $ (394 )
Net proceeds from issuance of long-term debt 299 299
Payments on long-term debt (210 ) (210 )
Repurchases of common shares (25 ) (100 ) (49 ) (125 ) (99 )
Other (9 ) (1 ) (10 ) (10 )
Net cash from financing activities $ (97 ) $ (253 ) $ (195 ) $ (350 ) $ (503 )
Net change in cash, cash equivalents and restricted cash $ (124 ) $ 32 $ 94 $ (92 ) $ (167 )
Cash, cash equivalents and restricted cash at beginning of period 684 560 903 684 1,164
Cash, cash equivalents and restricted cash at end of period $ 560 $ 592 $ 997 $ 592 $ 997
Cash paid during the period for:
Interest, net of amounts capitalized $ 58 $ 74 $ 69 $ 132 $ 126
Income taxes, net of refunds $ 34 $ 6 $ 15 $ 40 $ 38

(1) Includes $16 million, $22 million and $38 million in capital expenditures related to the construction of our Monticello engineered wood products facility in first quarter 2025, second quarter 2025 and year-to-date 2025, respectively. These amounts are excluded for purposes of calculating Adjusted Funds Available for Distribution.

Weyerhaeuser Company Timberlands Segment

Q2.2025 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations

in millions Q1.2025 Q2.2025 Q2.2024 YTD.2025 YTD.2024
Sales to unaffiliated customers $ 382 $ 373 $ 409 $ 755 $ 796
Intersegment sales 152 156 146 308 280
Total net sales 534 529 555 1,063 1,076
Costs of sales 409 416 450 825 865
Gross margin 125 113 105 238 211
Selling expenses 1 1
General and administrative expenses 24 24 25 48 50
Other operating (income) costs, net (1 ) (1 ) 1
Operating income 102 88 80 190 160
Interest income and other 1 1
Net contribution to earnings $ 102 $ 88 $ 81 $ 190 $ 161

Adjusted Earnings before Interest, Tax, Depreciation, Depletion and Amortization(1)

in millions Q1.2025 Q2.2025 Q2.2024 YTD.2025 YTD.2024
Operating income $ 102 $ 88 $ 80 $ 190 $ 160
Depreciation, depletion and amortization 65 64 67 129 131
Adjusted EBITDA(1) $ 167 $ 152 $ 147 $ 319 $ 291

(1) See definition of Adjusted EBITDA (a non-GAAP measure) on page 9.

Selected Segment Items

in millions Q1.2025 Q2.2025 Q2.2024 YTD.2025 YTD.2024
Total (increase) decrease in working capital(2) $ (16 ) $ 51 $ 32 $ 35 $ 40
Cash spent for capital expenditures(3) $ (26 ) $ (19 ) $ (21 ) $ (45 ) $ (52 )

(2) Represents the change in prepaid assets, accounts receivable, accounts payable, accrued liabilities and log inventory for the Timberlands and Real Estate & ENR segments combined.

(3) Does not include cash spent for the acquisition of timberlands.

Segment Statistics(4)

Q1.2025 Q2.2025 Q2.2024 YTD.2025 YTD.2024
Third Party Delivered logs:
Net Sales West $ 169 $ 169 $ 205 $ 338 $ 381
(millions) South 152 154 153 306 304
North 14 8 9 22 22
Total delivered logs 335 331 367 666 707
Stumpage and pay-as-cut timber 10 13 13 23 24
Recreational and other lease revenue 19 19 19 38 38
Other revenue 18 10 10 28 27
Total $ 382 $ 373 $ 409 $ 755 $ 796
Delivered Logs West $ 118.52 $ 117.69 $ 123.15 $ 118.11 $ 122.18
Third Party Sales South $ 37.10 $ 37.71 $ 36.89 $ 37.40 $ 36.91
Realizations (per ton) North $ 71.43 $ 74.30 $ 76.55 $ 72.45 $ 74.78
Delivered Logs West 1,428 1,430 1,668 2,858 3,120
Third Party Sales South 4,106 4,074 4,154 8,180 8,243
Volumes (tons, thousands) North 192 105 118 297 293
Fee Harvest Volumes West 2,229 2,238 2,355 4,467 4,569
(tons, thousands) South 6,133 6,220 6,293 12,353 12,283
North 272 180 190 452 429

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

Weyerhaeuser Company Real Estate, Energy & Natural Resources Segment

Q2.2025 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations

in millions Q1.2025 Q2.2025 Q2.2024 YTD.2025 YTD.2024
Net sales $ 94 $ 154 $ 109 $ 248 $ 216
Costs of sales 32 44 46 76 87
Gross margin 62 110 63 172 129
General and administrative expenses 7 6 8 13 14
Other operating income, net (1 ) (2 ) (4 ) (3 ) (4 )
Operating income and Net contribution to earnings $ 56 $ 106 $ 59 $ 162 $ 119

Adjusted Earnings before Interest, Tax, Depreciation, Depletion and Amortization(1)

in millions Q1.2025 Q2.2025 Q2.2024 YTD.2025 YTD.2024
Operating income $ 56 $ 106 $ 59 $ 162 $ 119
Depreciation, depletion and amortization 2 4 4 6 7
Basis of real estate sold 24 33 39 57 70
Adjusted EBITDA(1) $ 82 $ 143 $ 102 $ 225 $ 196

(1) See definition of Adjusted EBITDA (a non-GAAP measure) on page 9.

Segment Statistics

Q1.2025 Q2.2025 Q2.2024 YTD.2025 YTD.2024
Net Sales Real Estate $ 69 $ 123 $ 78 $ 192 $ 161
(millions) Energy and Natural Resources 25 31 31 56 55
Total $ 94 $ 154 $ 109 $ 248 $ 216
Acres Sold Real Estate 16,654 24,103 37,665 40,757 57,439
Price per Acre Real Estate $ 3,812 $ 4,757 $ 2,062 $ 4,371 $ 2,601
Basis as a Percent of <br>Real Estate Net Sales Real Estate 35 % 27 % 50 % 30 % 43 %
Weyerhaeuser Company Wood Products Segment
--- ---

Q2.2025 Analyst Package

Preliminary results (unaudited)

Segment Statement of Operations

in millions Q1.2025 Q2.2025 Q2.2024 YTD.2025 YTD.2024
Net sales $ 1,287 $ 1,357 $ 1,421 $ 2,644 $ 2,723
Costs of sales 1,114 1,243 1,185 2,357 2,292
Gross margin 173 114 236 287 431
Selling expenses 22 22 22 44 43
General and administrative expenses 39 40 37 79 77
Other operating costs (income), net 6 6 (19 ) 12 (13 )
Operating income and Net contribution to earnings $ 106 $ 46 $ 196 $ 152 $ 324

Adjusted Earnings before Interest, Tax, Depreciation, Depletion and Amortization(1)

in millions Q1.2025 Q2.2025 Q2.2024 YTD.2025 YTD.2024
Operating income $ 106 $ 46 $ 196 $ 152 $ 324
Depreciation, depletion and amortization 55 55 54 110 110
Special items (25 ) (25 )
Adjusted EBITDA(1) $ 161 $ 101 $ 225 $ 262 $ 409

(1) See definition of Adjusted EBITDA (a non-GAAP measure) on page 9.

Segment Special Items Included in Net Contribution to Earnings (Pretax)

in millions Q1.2025 Q2.2025 Q2.2024 YTD.2025 YTD.2024
Product remediation recovery $ $ $ (25 ) $ $ (25 )

Selected Segment Items

in millions Q1.2025 Q2.2025 Q2.2024 YTD.2025 YTD.2024
Total (increase) decrease in working capital(2) $ (157 ) $ 49 $ 34 $ (108 ) $ (140 )
Cash spent for capital expenditures(3) $ (67 ) $ (88 ) $ (63 ) $ (155 ) $ (105 )

(2) Represents the change in prepaid assets, accounts receivable, accounts payable, accrued liabilities and inventory for the Wood Products segment.

(3) Includes $16 million, $22 million and $38 million in capital expenditures related to the construction of our Monticello engineered wood products facility in first quarter 2025, second quarter 2025 and year-to-date 2025, respectively. These amounts are excluded for purposes of calculating Adjusted Funds Available for Distribution.

Segment Statistics(4)

in millions, except for third party sales realizations Q1.2025 Q2.2025 Q2.2024 YTD.2025 YTD.2024
Structural Lumber Third party net sales $ 527 $ 581 $ 499 $ 1,108 $ 963
(volumes presented Third party sales realizations $ 463 $ 454 $ 419 $ 458 $ 424
in board feet) Third party sales volumes 1,138 1,277 1,190 2,415 2,270
Production volumes 1,163 1,208 1,163 2,371 2,248
Oriented Strand Third party net sales $ 228 $ 205 $ 288 $ 433 $ 543
Board Third party sales realizations $ 317 $ 280 $ 407 $ 298 $ 383
(volumes presented Third party sales volumes 719 731 708 1,450 1,418
in square feet 3/8") Production volumes 743 737 744 1,480 1,479
Engineered Solid Third party net sales $ 161 $ 169 $ 191 $ 330 $ 368
Section Third party sales realizations $ 3,026 $ 2,916 $ 3,239 $ 2,968 $ 3,226
(volumes presented Third party sales volumes 5.3 5.8 6.0 11.1 11.4
in cubic feet) Production volumes 5.7 6.0 6.1 11.7 11.8
Engineered Third party net sales $ 88 $ 95 $ 107 $ 183 $ 206
I-joists Third party sales realizations $ 2,519 $ 2,399 $ 2,645 $ 2,456 $ 2,647
(volumes presented Third party sales volumes 35 40 41 75 78
in lineal feet) Production volumes 35 40 41 75 84
Softwood Plywood Third party net sales $ 40 $ 41 $ 42 $ 81 $ 83
(volumes presented Third party sales realizations $ 459 $ 446 $ 464 $ 452 $ 485
in square feet 3/8") Third party sales volumes 88 92 90 180 171
Production volumes 80 82 82 162 154
Medium Density Third party net sales $ 32 $ 36 $ 42 $ 68 $ 81
Fiberboard Third party sales realizations $ 1,163 $ 1,195 $ 1,186 $ 1,180 $ 1,184
(volumes presented Third party sales volumes 27 31 36 58 69
in square feet 3/4") Production volumes 22 37 34 59 68

(4) Third party net sales, third party sales realizations and third party sales volumes include sales of internally produced products and products purchased for resale primarily through our distribution business.

Weyerhaeuser Company Unallocated Items

Q2.2025 Analyst Package

Preliminary results (unaudited)

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 and interest income and other.

Net Charge to Earnings

in millions Q1.2025 Q2.2025 Q2.2024 YTD.2025 YTD.2024
Unallocated corporate function and variable compensation expense $ (42 ) $ (41 ) $ (37 ) $ (83 ) $ (75 )
Liability classified share-based compensation (1 ) 1 3 2
Foreign exchange gain (loss) 2 2 (1 )
Elimination of intersegment profit in inventory and LIFO (18 ) (4 ) 6 (22 )
Other, net (24 ) (20 ) (37 ) (44 ) (63 )
Operating loss (85 ) (62 ) (65 ) (147 ) (137 )
Non-operating pension and other post-employment benefit costs (19 ) (19 ) (10 ) (38 ) (21 )
Interest income and other 5 6 12 11 28
Net charge to earnings $ (99 ) $ (75 ) $ (63 ) $ (174 ) $ (130 )

Adjusted Earnings before Interest, Tax, Depreciation, Depletion and Amortization(1)

in millions Q1.2025 Q2.2025 Q2.2024 YTD.2025 YTD.2024
Operating loss $ (85 ) $ (62 ) $ (65 ) $ (147 ) $ (137 )
Depreciation, depletion and amortization 3 2 1 5 3
Adjusted EBITDA(1) $ (82 ) $ (60 ) $ (64 ) $ (142 ) $ (134 )

(1) See definition of Adjusted EBITDA (a non-GAAP measure) on page 9.

Unallocated Selected Items

in millions Q1.2025 Q2.2025 Q2.2024 YTD.2025 YTD.2024
Cash spent for capital expenditures $ $ $ (7 ) $ $ (13 )