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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED
MARCH 31,
2025
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM
TO
______
COMMISSION FILE NUMBER:
1-4825
WEYERHAEUSER COMPANY
(Exact name of registrant as specified in its charter)
Washington
91-0470860
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
220 Occidental Avenue South
Seattle
,
Washington
98104-7800
(Address of principal executive offices)
(Zip Code)
(206)
539-3000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, par value $1.25 per share
WY
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒
Yes
☐
No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒
Yes
☐
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐
Yes
☒
No
As of April 21, 2
025,
725,273
thousand shares of the registrant’s common stock ($1.25 par value) were outstanding.
Property and equipment, less accumulated depreciation of $
4,044
and $
3,980
2,333
2,329
Construction in progress
291
287
Timber and timberlands at cost, less depletion
11,506
11,551
Minerals and mineral rights, less depletion
187
189
Deferred tax assets
23
24
Other assets
409
408
Total assets
$
16,520
$
16,536
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt (Note 8)
$
150
$
210
Accounts payable
288
255
Accrued liabilities (Note 7)
430
512
Total current liabilities
868
977
Long-term debt, net (Note 8)
5,017
4,866
Deferred tax liabilities
32
26
Deferred pension and other post-employment benefits (Note 6)
602
596
Other liabilities
356
350
Total liabilities
6,875
6,815
Commitments and contingencies (Note 10)
Equity:
Common shares: $
1.25
par value; authorized
1,360
million shares; issued and outstanding:
725,671
thousand shares at March 31, 2025 and
725,845
thousand shares at December 31, 2024
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE QUARTERS ENDED MARCH 31, 2025 AND 2024
NOTE 1: BASIS O
F PRESENTATION
Our consolidated financial statements provide an overall view of our results of operations, financial condition and cash flows. They include our accounts and the accounts of entities we control, including majority-owned domestic and foreign subsidiaries. They do not include our intercompany transactions and accounts, which are eliminated. Throughout these Notes to Consolidated Financial Statements, unless specified otherwise, references to “Weyerhaeuser,” “the company,” “we” and “our” refer to the consolidated company.
The accompanying unaudited Consolidated Financial Statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods presented. Except as otherwise disclosed in these Notes to Consolidated Financial Statements, such adjustments are of a normal, recurring nature. The Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial statements. Certain information and footnote disclosures normally included in our annual Consolidated Financial Statements have been condensed or omitted. These quarterly Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2024
. Results of operations for interim periods should not necessarily be regarded as indicative of the results that may be expected for the full year.
Summary of Significant Accounting Policies
The following updates the policies disclosed in Note 1: Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the year ended December 31, 2024.
Derivative Instruments
At times, we may manage exposure to certain risks by entering into derivative instruments. We do not enter into derivative instruments for speculative purposes.
We record all derivative instruments on our
Consolidated Balance Sheet
at fair value. We are allowed to net settle transactions with respective counterparties for certain derivative instruments; however, we have not offset derivative asset and liability balances on our
Consolidated Balance Sheet
.
For derivative instruments that are designated as hedging instruments in a qualifying cash flow hedge, the hedging instrument’s income or loss is reported as a component of other comprehensive income (loss) and recorded in accumulated other comprehensive loss on our
Consolidated Balance Sheet
. The income or loss is subsequently reclassified into net earnings when the hedged transaction affects net earnings in the same line item as the underlying hedged transaction in our
Consolidated Statement of Operations
. The initial value of hedged components excluded from the assessment of effectiveness are amortized over the life of the hedging instrument, using a systematic and rational method, and recognized in the same line item as the hedged transaction.
Cash flows from derivative instruments designated as hedging instruments are classified in the same category as the cash flows from the respective hedged transaction.
We are principally engaged in growing and harvesting timber; maximizing the value of our acreage through the sale of higher and better use (HBU) properties; monetizing the value of surface and subsurface assets through leases and royalties; and manufacturing, distributing and selling products made from trees. Our business segments are organized based primarily on products and services which include:
●
Timberlands – Logs, timber, recreational leases and other products;
●
Real Estate, Energy and Natural Resources (Real Estate & ENR) – Real Estate (sales of timberlands) and ENR (rights to explore for and extract hard minerals, construction materials, natural gas production and wind and solar) and
●
Wood Products – Structural lumber, oriented strand board, engineered wood products and building materials distribution.
Other segment items for each reportable segment includes recurring and non-recurring income and expense items. For Unallocated Items, this includes non-operating pension and other post-employment benefit costs and interest income and other.
Reconciliation of Net Contribution to Earnings to Net Earnings
QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS
MARCH 2025
MARCH 2024
Net contribution to earnings
$
165
$
201
Interest expense, net of capitalized interest
(
66
)
(
67
)
Earnings before income taxes
99
134
Income taxes
(
16
)
(
20
)
Net earnings
$
83
$
114
Additional Financial Information
DOLLAR AMOUNTS IN MILLIONS
TIMBERLANDS
REAL ESTATE
& ENR
WOOD PRODUCTS
UNALLOCATED ITEMS AND INTERSEGMENT ELIMINATIONS
CONSOLIDATED
QUARTER ENDED MARCH 2025
Depreciation, depletion and amortization
$
65
$
2
$
55
$
3
$
125
Capital expenditures
$
26
$
—
$
67
$
—
$
93
QUARTER ENDED MARCH 2024
Depreciation, depletion and amortization
$
64
$
3
$
56
$
2
$
125
Capital expenditures
$
31
$
—
$
42
$
6
$
79
8
Total Assets
DOLLAR AMOUNTS IN MILLIONS
MARCH 31,
2025
DECEMBER 31,
2024
Timberlands and Real Estate & ENR
(1)
$
12,507
$
12,545
Wood Products
3,288
3,116
Unallocated items
725
875
Consolidated
$
16,520
$
16,536
(1)
Assets attributable to the Real Estate & ENR segment are combined with total assets for the Timberlands segment as we do not produce separate balance sheets internally.
NOTE 3: REVENU
E RECOGNITION
A reconciliation of revenue recognized by our major products:
QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS
MARCH 2025
MARCH 2024
Net sales to unaffiliated customers:
Timberlands segment
Delivered logs:
West
Domestic sales
$
98
$
94
Export grade sales
71
82
Subtotal West
169
176
South
152
151
North
14
13
Subtotal delivered logs sales
335
340
Stumpage and pay-as-cut timber
10
11
Recreational and other lease revenue
19
19
Other
(1)
18
17
Net sales attributable to Timberlands segment
382
387
Real Estate & ENR segment
Real estate
69
83
Energy and natural resources
25
24
Net sales attributable to Real Estate & ENR segment
94
107
Wood Products segment
Structural lumber
527
464
Oriented strand board
228
255
Engineered solid section
161
177
Engineered I-joists
88
99
Softwood plywood
40
41
Medium density fiberboard
32
39
Complementary building products
125
141
Other
(2)
86
86
Net sales attributable to Wood Products segment
1,287
1,302
Total net sales
$
1,763
$
1,796
(1)
Other Timberlands sales include sales of seeds and seedlings from our nursery operations as well as wood chips.
(2)
Other Wood Products sales include wood chips, other byproducts and third-party residual log sales from our Canadian Forestlands operations.
9
NOTE 4: NET EARNINGS PER SHARE
AND SHARE REPURCHASES
Our basic and diluted earnings per share were:
●
$
0.11
during first quarter 2025 and
●
$
0.16
during first quarter 2024.
Basic earnings per share is net earnings divided by the weighted average number of our outstanding common shares, including stock equivalent units where there is no circumstance under which those shares would not be issued.
Diluted earnings per share is net earnings divided by the sum of the weighted average number of our outstanding common shares and the effect of our outstanding dilutive potential common shares.
QUARTER ENDED
SHARES IN THOUSANDS
MARCH 2025
MARCH 2024
Weighted average common shares outstanding – basic
726,143
730,043
Dilutive potential common shares:
Stock options
74
144
Restricted stock units
43
122
Performance share units
306
249
Total effect of outstanding dilutive potential common shares
423
515
Weighted average common shares outstanding – dilutive
726,566
730,558
We use the treasury stock method to calculate the dilutive effect of our outstanding stock options, restricted stock units and performance share units.
Potential Shares Not Included in the Computation of Diluted Earnings per Share
The following shares were not included in the computation of diluted earnings per share because they were either antidilutive or the required performance or market conditions were not met. Some or all of these shares may be dilutive potential common shares in future periods.
QUARTER ENDED
SHARES IN THOUSANDS
MARCH 2025
MARCH 2024
Stock options
—
609
Performance share units
905
814
Share Repurchase Program
On September 22, 2021, we announced that our board of directors approved a new share repurchase program (the 2021 Repurchase Program) under which we are authorized to repurchase up to $
1
billion of outstanding shares. Concurrently, the board terminated the remaining repurchase authorization under the share repurchase program approved by the board in February 2019 (the 2019 Repurchase Program).
We repurchased
845,049
common shares for approximately
$
25
million
(including transaction fees) under the 2021 Repurchase Program during first quarter 2025
. During first quarter 2024, we repurchased
1,472,369
common shares for approximately $
49
million (including transaction fees) under the 2021 Repurchase Program. As of
March 31, 2025, we had remaining authorization of
$
74
million
for future share repurchases.
All common stock repurchases under the 2021 Repurchase Program were made in open-market transactions. We record share repurchases upon trade date as opposed to the settlement date when cash is disbursed. We record a liability for repurchases that have not yet been settled as of period end. There were
no
unsettled shares as of
March 31, 2025
and
12,436
unsettled shares (less than $
1
million) as of
December 31, 2024
.
10
NOTE 5: IN
VENTORIES
Inventories include raw materials, work-in-process and finished goods, as well as materials and supplies.
DOLLAR AMOUNTS IN MILLIONS
MARCH 31,
2025
DECEMBER 31,
2024
LIFO inventories:
Logs
$
21
$
23
Lumber, plywood, oriented strand board and fiberboard
95
82
Other products
14
14
Moving average cost or FIFO inventories:
Logs
71
55
Lumber, plywood, oriented strand board, fiberboard and engineered wood products
146
130
Other products
164
147
Materials and supplies
164
156
Total
$
675
$
607
LIFO – the last-in, first-out method – applies to major inventory products held at our U.S. locations. The moving average cost method or FIFO – the first-in, first-out method – applies to the balance of our U.S. raw material and product inventories, all material and supply inventories and all foreign inventories.
NOTE 6: PENSION AND OTHER PO
ST-EMPLOYMENT BENEFIT PLANS
The components of net periodic benefit cost are:
PENSION
QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS
MARCH 2025
MARCH 2024
Service cost
$
4
$
5
Interest cost
30
29
Expected return on plan assets
(
26
)
(
31
)
Amortization of actuarial loss
14
11
Total net periodic benefit cost – pension
$
22
$
14
OTHER POST-EMPLOYMENT BENEFITS
QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS
MARCH 2025
MARCH 2024
Interest cost
$
1
$
1
Amortization of actuarial loss
—
1
Total net periodic benefit cost – other post-employment benefits
$
1
$
2
For the periods presented, service cost is included in “Costs of sales,” “Selling expenses,” and “General and administrative expenses” with the remaining components included in “Non-operating pension and other post-employment benefit costs” in the
Consolidated Statement of Operations
.
Fair Value of Pension Plan Assets and Obligations
In our year-end reporting process, we estimate the fair value of pension plan assets based upon the information available at that time. For certain assets, primarily private equity funds, the information available consists of net asset values as of an interim date, cash flows between the interim date and the end of the year and market events. We evaluate the year-end estimated fair value of pension plan assets in the second quarter of each year to incorporate final net asset values reflected in financial statements received after we have filed our Annual Report on Form 10-K.
11
NOTE 7: ACCRU
ED LIABILITIES
Accrued liabilities were comprised of the following:
DOLLAR AMOUNTS IN MILLIONS
MARCH 31,
2025
DECEMBER 31,
2024
Compensation and employee benefit costs
$
159
$
171
Current portion of lease liabilities
22
29
Customer rebates, volume discounts and deferred income
83
129
Interest
63
62
Taxes payable
30
47
Other
73
74
Total
$
430
$
512
NOTE 8: LONG-TERM DEBT AND LINE OF CREDIT
Long-term Debt
During first quarter 2025,
we repaid our $
139
million
8.50
percent debentures and
our $
71
million
7.95
percent debentures at maturity. We also entered into a $
300
million senior unsecured term loan that will mature in
March 2030
. Net proceeds after fees were $
299
million. Borrowings will bear interest at a floating rate based on either the adjusted term
Secured Overnight Financing Rate (SOFR) plus a spread or a mutually agreed upon base rate plus a spread.
Line of Credit
In March 2023, we refinanced and extended our $
1.5
billion
five-year
senior unsecured revolving credit facility, which expires in
March 2028
. Borrowings will bear interest at a floating rate based on either the adjusted term SOFR plus a spread or a mutually agreed upon base rate plus a spread. We had
no
outstanding borrowings
on our credit facility as of March 31, 2025 and December 31, 2024
.
NOTE 9: FAIR VALUE OF
FINANCIAL INSTRUMENTS
The estimated fair value and carrying value of our long-term debt consisted of the following:
MARCH 31,
2025
DECEMBER 31,
2024
DOLLAR AMOUNTS IN MILLIONS
CARRYING
VALUE
FAIR VALUE
(LEVEL 2)
CARRYING
VALUE
FAIR VALUE
(LEVEL 2)
Long-term debt (including current maturities) and line of credit:
Fixed rate
$
4,619
$
4,581
$
4,827
$
4,757
Variable rate
548
550
249
250
Total debt
$
5,167
$
5,131
$
5,076
$
5,007
To estimate the fair value of fixed rate long-term debt, we used the market approach, which is based on quoted market prices we received for the same types and issues of our debt. We believe that our variable-rate long-term debt and line of credit instruments have net carrying values that approximate their fair value with only insignificant differences. The inputs to the valuations of our long-term debt are based on market data obtained from independent sources or information derived principally from observable market data. The difference between the fair value and the carrying value represents the theoretical net premium or discount we would pay or receive to retire all debt at the measurement date.
Fair Value of Derivative Instruments Designated as Cash Flow Hedges
During first quarter 2025, we entered into forward contracts with the risk management objective of reducing foreign exchange risk associated with the variability in cash flows from the settlement of forecasted foreign currency-denominated purchases of equipment. Our forward contracts provide the right to buy specified quantities of euros during predetermined future periods at predetermined future rates. As of March 31, 2025, all forward contracts with an aggregate notional amount of $
50
million were designated as cash flow hedging instruments of hedged forecasted foreign-currency denominated purchases of equipment. No comparable activity was present as of and for the year ended December 31, 2024.
For the quarter ended March 31, 2025, an unrealized gain on forward contracts designated as cash flow hedging instruments of $
2
million was recognized in “Other comprehensive income (loss)” in our
Consolidated Statement of Comprehensive Income
and is recorded in “Accumulated other comprehensive loss” on our
Consolidated Balance Sheet
as of March 31, 2025.
As of March 31, 2025, the current and noncurrent fair value of forward contracts designated as cash flow hedging instruments in an asset position of $
1
million and less than $
1
million are recorded in "
Prepaid expenses and other current assets
" and "
Other assets
" on our
Consolidated Balance Sheet
, respectively.
The Derivative Instruments section of
Note 1: Basis of Presentation
provides information about how we account for derivative instruments as cash flow hedges.
12
Fair Value of Other Financial Instruments
We believe that our other financial instruments, including cash and cash equivalents, short-term investments, receivables and payables, have net carrying values that approximate their fair values with only insignificant differences. This is primarily due to the short-term nature of these instruments and the allowance for doubtful accounts.
NOTE 10: LEGAL PROCEEDINGS, C
OMMITMENTS AND CONTINGENCIES
Under the federal Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) – commonly known as the “Superfund” – and similar state laws, we:
●
are a party to various proceedings related to the cleanup of hazardous waste sites and
●
have been notified that we may be a potentially responsible party related to the cleanup of other hazardous waste sites for which proceedings have not yet been initiated.
As of March 31, 2025, our total accrual for future estimated remediation costs on active Superfund sites and other sites for which we are potentially responsible was approximately $
82
million. These amounts are recorded in "Accrued liabilities" and "Other liabilities" on our
Consolidated Balance Sheet
.
NOTE 11: ACCUMULATED OT
HER COMPREHENSIVE LOSS
Changes in amounts included in our accumulated other comprehensive loss by component are:
QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS
MARCH 2025
MARCH 2024
Pension
(1)
Balance at beginning of period
$
(
583
)
$
(
515
)
Other comprehensive income before reclassifications
—
1
Amounts reclassified from accumulated other comprehensive loss to earnings
(2)
10
8
Total other comprehensive income
10
9
Balance at end of period
$
(
573
)
$
(
506
)
Other post-employment benefits
(1)
Balance at beginning of period
$
23
$
24
Other comprehensive loss before reclassifications
(
1
)
(
2
)
Amounts reclassified from accumulated other comprehensive loss to earnings
(2)
—
1
Total other comprehensive loss
(
1
)
(
1
)
Balance at end of period
$
22
$
23
Translation adjustments and other
Balance at beginning of period
$
158
$
198
Translation adjustments
2
(
9
)
Unrealized gain on cash flow hedges
(1)
2
—
Total other comprehensive income (loss)
4
(
9
)
Balance at end of period
162
189
Accumulated other comprehensive loss, end of period
Share-based compensation activity during first quarter
2025 included the following:
SHARES IN THOUSANDS
GRANTED
VESTED
Restricted stock units (RSUs)
981
666
Performance share units (PSUs)
479
139
A total of
588
thousand
shares of common stock were issued as a result of RSU and PSU vestings.
Restricted Stock Units
The weighted average fair value of the RSUs granted in 2025, calculated as an average of the high and low prices on grant date, was
$
29.92
. The vesting provisions for RSUs granted in 2025 were consistent with prior year grants.
Performance Share Units
The weighted average grant date fair value of PSUs granted in 2025 was
$
32.50
. The final number of shares granted in 2025 will vest between a range of
0
percent
to
150
percent
of each grant's target, depending upon actual company total shareholder return (TSR) compared against the TSR of an industry peer group. TSR assumes full reinvestment of dividends. PSUs granted in 2025
will vest at a maximum of
100
percent of target value in the event of negative absolute company TSR.
Weighted Average Assumptions Used in Estimating the Value of Performance Share Units Granted in
2025
PERFORMANCE SHARE UNITS
Performance period
2/14/2025
–
12/31/2027
Valuation date closing stock price
$
29.61
Risk-free rate
4.17
% –
4.26
%
Expected volatility
22.20
% –
25.70
%
NOTE 13: OTHER OPERAT
ING COSTS, NET
Other operating costs, net were comprised of the following:
QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS
MARCH 2025
MARCH 2024
Environmental remediation charges
$
4
$
2
Litigation expense, net
2
6
Research and development expenses
1
1
Other, net
7
8
Total other operating costs, net
$
14
$
17
NOTE 14: INCOME TAXES
As a real estate investment trust (REIT), we generally are not subject to federal corporate income taxes on REIT taxable income that is distributed to shareholders. We are required to pay corporate income taxes on earnings of our Taxable REIT Subsidiaries (TRSs), which include our Wood Products segment and a portion of our Timberlands and Real Estate & ENR segments.
The quarterly provision for income taxes is based on our current estimate of the annual effective tax rate and is adjusted for discrete taxable events that have occurr
ed during the year. Our 2025 estimated annual effective tax rate, excluding discrete items, differs from the U.S. federal statutory tax rate of
21
percent p
rimarily due to state and foreign income taxes and tax benefits associated with our nontaxable REIT earnings.
Amounts included in restricted cash as of March 31, 2024 are comprised
of proceeds held by a qualified intermediary that were subsequently reinvested in timber and timberlands through a like-kind exchange transaction.
14
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; compliance with covenants in our debt agreements; our expectations concerning our contingent liabilities and the sufficiency of related reserves and accruals including, but not limited to, cost estimates of future litigation and environmental remediation; our provision for income taxes; expected capital expenditures; estimated returns on pension plan assets; expected market and general economic conditions, including related influencing factors such as the trajectory of U.S. housing construction activity, repair and remodel activity, inflation trends and interest rates; 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 expected effects of U.S. international trade policy.
Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often involve use of words such as “anticipate,” “believe,” “committed,” "continue,” “estimate,” “expect,” “foreseeable,” “maintain,” “may,” "plan," “potential,” and “will,” or similar words or terminology. They may use the positive, negative or another variation of those and similar words. These forward-looking statements are based on our current expectations and assumptions and are not guarantees of future events or performance. The realization of our expectations and the accuracy of our assumptions are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. There is no guarantee that any of the events anticipated by our forward-looking statements will occur. If any of the events occur, there is no guarantee what effect it will have on our operations, cash flows, or financial condition. We undertake no obligation to update our forward-looking statements after the date of this report. The factors listed below, as well as other factors not described herein because they are not currently known to us or we currently judge them to be immaterial, may cause our actual results to differ significantly from our forward-looking statements:
●
the effect of general economic conditions, including employment rates, interest rates, inflation rates, housing starts, general availability and cost of financing for home mortgages and the relative strength of the U.S. dollar;
●
market demand for the company's products, including market demand for our timberland properties with higher and better uses, which is related to, among other factors, the strength of the various U.S. business segments and U.S. and international economic conditions;
●
changes in currency exchange rates, particularly the relative value of the U.S. dollar to the Japanese yen, the Chinese yuan and the Canadian dollar, and the relative value of the euro to the yen;
●
U.S. trade policy and resulting restrictions on international trade and tariffs imposed on imports or exports;
●
the availability and cost of shipping and transportation;
●
economic activity in Asia, especially Japan and China;
●
performance of our manufacturing operations, including maintenance and capital requirements;
●
potential disruptions in our manufacturing operations;
●
the level of competition from domestic and foreign producers;
●
the successful execution of our internal plans and strategic initiatives, including restructuring and cost reduction initiatives;
●
our ability to hire and retain capable employees;
●
the successful and timely execution and integration of our strategic acquisitions, including our ability to realize expected benefits and synergies, and the successful and timely execution of our strategic divestitures, each of which is subject to a number of risks and conditions beyond our control including, but not limited to, timing and required regulatory approvals or the occurrence of any event, change or other circumstances that could give rise to a termination of any acquisition or divestiture transaction under the terms of the governing transaction agreements;
●
raw material availability and prices;
●
the effect of weather;
●
changes in global or regional climate conditions and governmental response to such changes;
●
the risk of loss from fires, floods, windstorms, hurricanes, pest infestation and other natural disasters;
●
the effects of significant geopolitical conditions or developments such as significant international trade disputes or domestic or foreign terrorist attacks, armed conflict and political unrest;
●
the occurrence of regional or global health epidemics and their potential effects on our business, results of operations, cash flows, financial condition and future prospects;
●
energy prices;
●
transportation and labor availability and costs;
●
federal tax policies;
●
the effect of forestry, land use, environmental and other governmental regulations;
●
legal proceedings;
●
performance of pension fund investments and related derivatives;
●
the effect of timing of employee retirements as it relates to the cost of pension benefits and changes in the market price of our common stock on charges for share-based compensation;
●
the accuracy of our estimates of costs and expenses related to contingent liabilities and the accuracy of our estimates of charges related to casualty losses;
15
●
changes in accounting principles and
●
other risks and uncertainties described in this report under
Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)
and in our 2024 Annual Report on Form 10-K, as well as those set forth from time to time in our other public statements, reports, registration statements, prospectuses, information statements and other filings with the SEC.
It is not possible to predict or identify all risks and uncertainties that might affect the accuracy of our forward-looking statements and, consequently, our descriptions of such risks and uncertainties should not be considered exhaustive. There is no guarantee that any of the events anticipated by these forward-looking statements will occur, and if any of the events do occur, there is no guarantee what effect they will have on the company's business, results of operations, cash flows, financial condition and future prospects.
Forward-looking statements speak only as of the date they are made, and we undertake no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise.
RESULTS OF OPERATIONS
In reviewing our results of operations, it is important to understand these terms:
●
Sales realizations for Timberlands and Wood Products refer to net selling prices. This includes selling price plus freight, minus normal sales deductions. Real Estate transactions are presented at the contract sales price before commissions and closing costs, net of any credits.
●
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.
Recently announced and ongoing U.S. trade policy actions have resulted in elevated macroeconomic uncertainty and a decrease in consumer confidence. These policies, along with potential countermeasures by other countries, and the outcome 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.
Home sales and building activity have continued at a moderated pace in response to elevated mortgage interest rates, reduced affordability and lower consumer confidence. New single-family home construction remained generally resilient in the first quarter, as existing homeowners continued to be constrained by the lock-in effect of lower mortgage rates compared to current rates, keeping inventories of existing homes relatively low. Multi-family construction remains more muted given the elevated supply of recently completed projects in conjunction with higher interest rates and other factors constraining the underwriting of proposed projects. On a seasonally adjusted annual basis, as reported by the U.S. Census Bureau, housing starts for first quarter 2025 averaged 1.4 million units, a 0.1 percent increase from fourth quarter 2024. Single-family starts averaged 1.0 million units in first quarter 2025, a 0.5 percent decrease from fourth quarter 2024. Multi-family starts averaged 381 thousand units in first quarter 2025, a 1.8 percent increase from fourth quarter 2024. 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
684 thousand units for first quarter 2025, an increase of 1.6 percent from fourth quarter 2024, supported by a moderate decrease in mortgage rates in March. 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, a decade of under building and historically low housing inventory.
Repair and remodeling expenditures decreased by 1.6 percent from fourth quarter 2024 to first quarter 2025 according to the Census Bureau Advance Retail Spending report. While there continues to be steady demand due to growing home equity and the previously mentioned lock-in effect, many homeowners have been more cautious in discretionary spending on large projects. This softness has been reflected in both the do-it-yourself (DIY) and professionally built segments. Over the longer term, we expect this sector to return to historical growth trends driven by recent deferrals in repair and remodel spending, elevated home equity and an aging U.S. housing stock, with a median age of 45 years.
In U.S. wood product markets, pricing for lumber increased during first quarter 2025, driven by more constrained market supply from previously announced mill curtailments and closures and speculation around tariffs on imported supply. In contrast, OSB prices decreased in response to cautious buyer sentiment given tariff-related uncertainty and a softer than expected start to the spring building season. In first quarter 2025, the Random Lengths Framing Lumber Composite price averaged $455/MBF and the OSB Composite averaged $376/MSF. Over the course of first quarter 2025, composite prices for lumber increased from $433/MBF to $488/MBF and composite prices for OSB decreased from $418/MSF to $358/MSF.
In Western log markets, Douglas-fir sawlog prices increased 13.3 percent in first quarter 2025 compared with fourth quarter 2024, as reported by Fastmarkets RISI Log Lines based on Weyerhaeuser’s sales mix. This was primarily driven by strengthening lumber prices and seasonal reductions in log supply. In the South, delivered sawlog prices decreased 0.1 percent in first quarter 2025 compared to fourth quarter 2024 and declined 3.1 percent from first quarter 2024, as reported by TimberMart-South. In general, Southern log supply remains ample and mills continue to align capacity with end-market demand.
Currency exchange rates, available supply from other countries and trade policy affect our export businesses. During first quarter 2025, end use demand in export markets moderated. In Japan, total housing starts decreased 1.1 percent year to date through February compared to the same period in 2024, while the key Post and Beam segment saw a 2.1 percent decrease. The slowing demand was partially offset by a decrease in lumber imports to Japan from Europe and reduced inventories of European lumber in the Japanese market. In China, log demand moderated in the quarter in response to
16
reduced consumption during the Lunar New Year holiday. In early March, Chinese regulators announced an immediate suspension of log imports from the U.S.
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 correlated with long-term interest rates, decreased from 6.9 percent in fourth quarter 2024 to 6.7 percent in first 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 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 2.4 percent as of March 2025 compared to 2.9 percent in December 2024. This rate is markedly down from its peak of over 9.0 percent in June 2022. While we can offset some of the impacts of 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 fourth quarter 2024 to 4.2 percent in first quarter 2025.
Governments and businesses across the globe are taking action on climate change and are making significant commitments toward decarbonizing operations and reducing greenhouse gas emissions to net zero. Achieving these commitments will require governments and companies to take major steps to modify operations, invest in low-carbon activities and purchase credits to reduce environmental impacts. We believe we are uniquely positioned to help entities achieve these commitments through natural climate solutions, including forest carbon sequestration, carbon capture and storage and renewable energy activities.
CONSOLIDATED RESULTS
How We Did First Quarter 2025
QUARTER ENDED
AMOUNT OF
CHANGE
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES
MARCH 2025
MARCH 2024
2025 VS. 2024
Net sales
$
1,763
$
1,796
$
(33
)
Costs of sales
$
1,428
$
1,441
$
(13
)
Operating income
$
179
$
196
$
(17
)
Net earnings
$
83
$
114
$
(31
)
Earnings per share, basic and diluted
$
0.11
$
0.16
$
(0.05
)
Comparing First Quarter 2025 with First Quarter 2024
Net sales
Net sales decreased $33 million – 2 percent – primarily due to a $15 million decrease in Wood Products net sales attributable to decreased sales realizations across most product lines, partially offset by increased structural lumber sales, as well as a $13 million decrease in Real Estate & ENR net sales attributable to a decrease in acres sold.
Costs of sales
Costs of sales decreased $13 million – 1 percent – primarily due to a decrease in acres sold in our Real Estate & ENR segment, as well as decreased Western sales volumes and export log freight costs in our Timberlands segment, partially offset by increased structural lumber sales volumes in our Wood Products segment.
Operating income
Operating income decreased $17 million – 9 percent – primarily due to a $20 million decrease in consolidated gross income (see discussion of components above).
Net earnings
Net earnings decreased $31 million – 27 percent – primarily due to the $17 million decrease in operating income discussed above, as well as an $11 million decrease in interest income and other and an $8 million increase in non-operating pension and other post-employment benefit costs. These changes were partially offset by a $4 million decrease in income tax expense.
17
TIMBER
LANDS
How We Did First Quarter 2025
QUARTER ENDED
AMOUNT OF
CHANGE
DOLLAR AMOUNTS IN MILLIONS
MARCH 2025
MARCH 2024
2025 VS. 2024
Net sales to unaffiliated customers:
Delivered logs:
West
$
169
$
176
$
(7
)
South
152
151
1
North
14
13
1
Subtotal delivered logs sales
335
340
(5
)
Stumpage and pay-as-cut timber
10
11
(1
)
Recreational and other lease revenue
19
19
—
Other
(1)
18
17
1
Subtotal net sales to unaffiliated customers
382
387
(5
)
Intersegment sales
152
134
18
Total sales
$
534
$
521
$
13
Costs of sales
$
409
$
415
$
(6
)
Operating income and Net contribution to earnings
$
102
$
80
$
22
(1)
Other Timberlands sales include sales of seeds and seedlings from our nursery operations as well as wood chips.
Comparing First Quarter 2025 with First Quarter 2024
Net sales to unaffiliated customers
Net sales to unaffiliated customers decreased $5 million – 1 percent – primarily due to a $7 million decrease in Western log sales attributable to a 2 percent decrease in sales volumes and sales realizations. This decrease was partially offset by a $1 million increase in Northern log sales attributable to a 10 percent increase in sales volumes, partially offset by a 3 percent decrease in sales realizations.
Intersegment sales
Intersegment sales increased $18 million – 13 percent – primarily due to a 13 percent increase in sales volumes.
Costs of sales
Costs of sales decreased $6 million – 1 percent – primarily due to decreased Western sales volumes and export log freight costs.
Operating income and Net contribution to earnings
Operating income and net contribution to earnings increased $22 million – 28 percent – primarily due to the change in the components of gross margin, as discussed above.
18
Third-Party Log Sales Volumes and Fee Harvest Volumes
QUARTER ENDED
AMOUNT OF
CHANGE
VOLUMES IN THOUSANDS
MARCH 2025
MARCH 2024
2025 VS. 2024
Third-party log sales – tons:
West
(1)
1,428
1,452
(24
)
South
4,106
4,089
17
North
192
175
17
Total
5,726
5,716
10
Fee harvest volumes – tons:
West
(1)
2,229
2,214
15
South
6,133
5,990
143
North
272
239
33
Total
8,634
8,443
191
(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 First Quarter 2025
QUARTER ENDED
AMOUNT OF
CHANGE
DOLLAR AMOUNTS IN MILLIONS
MARCH 2025
MARCH 2024
2025 VS. 2024
Net sales:
Real estate
$
69
$
83
$
(14
)
Energy and natural resources
25
24
1
Total
$
94
$
107
$
(13
)
Costs of sales
$
32
$
41
$
(9
)
Operating income and Net contribution to earnings
$
56
$
60
$
(4
)
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 First Quarter 2025 with First Quarter 2024
Net sales
Net sales decreased $13 million – 12 percent – primarily due to a decrease in acres sold, partially offset by an increase in average price per acre sold.
Costs of sales
Costs of sales decreased $9 million – 22 percent – primarily due to a decrease in acres sold.
Operating income and Net contribution to earnings
Operating income and net contribution to earnings decreased $4 million – 7 percent – primarily due to the change in the components of gross margin, as discussed above.
REAL ESTATE SALES STATISTICS
QUARTER ENDED
AMOUNT OF
CHANGE
MARCH 2025
MARCH 2024
2025 VS. 2024
Acres sold
16,654
19,774
(3,120
)
Average price per acre
$
3,812
$
3,629
$
183
19
WOOD PRODUCTS
How We Did First Quarter 2025
QUARTER ENDED
AMOUNT OF
CHANGE
DOLLAR AMOUNTS IN MILLIONS
MARCH 2025
MARCH 2024
2025 VS. 2024
Net sales:
Structural lumber
$
527
$
464
$
63
Oriented strand board
228
255
(27
)
Engineered solid section
161
177
(16
)
Engineered I-joists
88
99
(11
)
Softwood plywood
40
41
(1
)
Medium density fiberboard
32
39
(7
)
Complementary building products
125
141
(16
)
Other products produced
(1)
86
86
—
Total
$
1,287
$
1,302
$
(15
)
Costs of sales
$
1,114
$
1,107
$
7
Operating income and Net contribution to earnings
$
106
$
128
$
(22
)
(1)
Other products produced sales include wood chips, other byproducts and third-party residual log sales from our Canadian Forestlands operations.
Comparing First Quarter 2025 with First Quarter 2024
Net sales
Net sales decreased $15 million – 1 percent – primarily due to:
•
a $27 million decrease in oriented strand board sales attributable to a 12 percent decrease in sales realizations, partially offset by a 1 percent increase in sales volumes;
•
a $16 million decrease in engineered solid section sales attributable to a 6 percent decrease in sales realizations, as well as a 2 percent decrease in sales volumes;
•
a $16 million decrease in complementary building products sales attributable to decreased sales volumes across most products;
•
an $11 million decrease in engineered I-joist sales attributable to a 5 percent decrease in sales volumes and sales realizations and
•
a $7 million decrease in medium density fiberboard sales attributable to an 18 percent decrease in sales volumes, as well as a 2 percent decrease in sales realizations.
These decreases were partially offset by a $63 million increase in structural lumber sales attributable to an 8 percent increase in sales realizations and a 5 percent increase in sales volumes.
Costs of sales
Costs of sales increased $7 million – 1 percent – primarily due to increased sales volumes for structural lumber and oriented strand board.
Operating income and Net contribution to earnings
Operating income and net contribution to earnings decreased $22 million – 17 percent – primarily due to the change in the components of gross margin, as discussed above.
Third-Party Sales Volumes
QUARTER ENDED
AMOUNT OF
CHANGE
VOLUMES IN MILLIONS
(1)
MARCH 2025
MARCH 2024
2025 VS. 2024
Structural lumber – board feet
1,138
1,080
58
Oriented strand board – square feet (3/8”)
719
710
9
Engineered solid section – cubic feet
5.3
5.4
(0.1
)
Engineered I-joists – lineal feet
35
37
(2
)
Softwood plywood – square feet (3/8”)
88
81
7
Medium density fiberboard – square feet (3/4”)
27
33
(6
)
(1)
Sales volumes include internally produced products and products purchased for resale primarily through our distribution business.
20
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
VOLUMES IN MILLIONS
MARCH 2025
MARCH 2024
2025 VS. 2024
Structural lumber – board feet:
Production
1,163
1,085
78
Outside purchase
36
33
3
Total
1,199
1,118
81
Oriented strand board – square feet (3/8”):
Production
743
735
8
Outside purchase
18
20
(2
)
Total
761
755
6
Engineered solid section – cubic feet:
Production
5.7
5.7
—
Outside purchase
2.1
2.8
(0.7
)
Total
7.8
8.5
(0.7
)
Engineered I-joists – lineal feet:
Production
35
43
(8
)
Outside purchase
1
1
—
Total
36
44
(8
)
Softwood plywood – square feet (3/8”):
Production
80
72
8
Outside purchase
10
9
1
Total
90
81
9
Medium density fiberboard – square feet (3/4"):
Production
22
34
(12
)
Total
22
34
(12
)
21
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
DOLLAR AMOUNTS IN MILLIONS
MARCH 2025
MARCH 2024
2025 VS. 2024
Unallocated corporate function and variable compensation expense
$
(42
)
$
(38
)
$
(4
)
Liability classified share-based compensation
(1
)
(1
)
—
Foreign exchange loss
—
(1
)
1
Elimination of intersegment profit in inventory and LIFO
(18
)
(6
)
(12
)
Other
(24
)
(26
)
2
Operating loss
(85
)
(72
)
(13
)
Non-operating pension and other post-employment benefit costs
(19
)
(11
)
(8
)
Interest income and other
5
16
(11
)
Net charge to earnings
$
(99
)
$
(67
)
$
(32
)
Comparing First Quarter 2025 with First Quarter 2024
Net charge to earnings increased $32 million – 48 percent – primarily due to:
•
a $12 million increase in the charge for elimination of intersegment profit in inventory and LIFO;
•
an $11 million decrease in interest income and other, primarily attributable to a decrease in cash and cash equivalents and
•
an $8 million increase in non-operating pension and other post-employment benefit costs.
INTEREST EXPENSE
Our interest expense, net of capitalized interest, was:
●
$66 million for first quarter 2025 and
●
$67 million for first quarter 2024.
Interest expense decreased by $1 million compared to first quarter 2024 primarily due to debt retirements and a debt issuance in first quarter 2025 that slightly decreased our average outstanding debt and weighted average interest rate.
INCOME TAXES
Our provision for income taxes was:
●
a $16 million expense for first quarter 2025 and
●
a $20 million expense for first quarter 2024.
Our provision for income taxes is primarily driven by earnings generated by our TRSs. Income tax expense decreased by $4 million compared to first quarter 2024 primarily due to a decrease in our overall earnings in first quarter 2025.
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 March 31, 2025, we had $560 million in cash and cash equivalents and $1.5 billion of availability on our line of credit, which expires in March 2028. We believe we have sufficient liquidity to meet our cash requirements for the foreseeable future.
22
CASH FROM OPERATIONS
Consolidated net cash from operations was:
●
$70 million for first quarter 2025 and
●
$124 million for first quarter 2024.
Net cash from operations decreased $54 million primarily due to decreased cash inflows from our business operations, as well as an $11 million increase in cash paid for income taxes.
CASH FROM INVESTING ACTIVITIES
Consolidated net cash from investing activities was:
●
$(97) million for first quarter 2025 and
●
$(77) million for first quarter 2024.
Net cash from investing activities decreased $20 million primarily due to a $14 million increase in cash paid for capital expenditures.
Summary of Capital Spending by Business Segment
QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS
MARCH 2025
MARCH 2024
Timberlands
$
26
$
31
Wood Products
67
42
Unallocated Items
—
6
Total
$
93
$
79
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 approximately $440 million, excluding the 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:
●
$(97) million for first quarter 2025 and
●
$(308) million for first quarter 2024.
Net cash from financing activities increased $211 million primarily due to:
•
a $299 million increase in net proceeds from issuance of long-term debt,
•
a $96 million decrease in cash paid for dividends and
•
a $25 million decrease in cash used for repurchases of common stock.
These changes were partially offset by a $210 million increase in payments on long-term debt.
Line of Credit
We had no outstanding borrowings on our $1.5 billion five-year senior unsecured revolving credit facility as of March 31, 2025 or December 31, 2024. This credit facility expires in March 2028.
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 March 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.
As of March 31, 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:
●
$152 million for first quarter 2025 and
●
$248 million for first quarter 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
We repurchased 845,049 common shares for approximately $25 million (including transaction fees) during first quarter 2025 under the 2021 Repurchase Program. During first quarter 2024, we repurchased 1,472,369 common shares for approximately $49 million (including transaction fees) under the 2021 Repurchase Program. There were no unsettled shares as of March 31, 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
DOLLAR AMOUNTS IN MILLIONS
MARCH 2025
MARCH 2024
2025 VS. 2024
Adjusted EBITDA by Segment:
Timberlands
$
167
$
144
$
23
Real Estate & ENR
82
94
(12
)
Wood Products
161
184
(23
)
410
422
(12
)
Unallocated Items
(82
)
(70
)
(12
)
Adjusted EBITDA
$
328
$
352
$
(24
)
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.
24
The table below reconciles Adjusted EBITDA for the quarter ended March 31, 2025:
DOLLAR AMOUNTS IN MILLIONS
Timberlands
Real Estate &
ENR
Wood
Products
Unallocated
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 March 31, 2024:
DOLLAR AMOUNTS IN MILLIONS
Timberlands
Real Estate &
ENR
Wood
Products
Unallocated
Items
Total
Adjusted EBITDA by Segment:
Net earnings
$
114
Interest expense, net of capitalized interest
67
Income taxes
20
Net contribution (charge) to earnings
$
80
$
60
$
128
$
(67
)
$
201
Non-operating pension and other post-employment benefit costs
—
—
—
11
11
Interest income and other
—
—
—
(16
)
(16
)
Operating income (loss)
80
60
128
(72
)
196
Depreciation, depletion and amortization
64
3
56
2
125
Basis of real estate sold
—
31
—
—
31
Adjusted EBITDA
$
144
$
94
$
184
$
(70
)
$
352
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
DOLLAR AMOUNTS IN MILLIONS
MARCH 2025
MARCH 2024
Net cash from operations
$
70
$
124
Capital expenditures
(93
)
(79
)
FAD
(23
)
45
Monticello engineered wood products facility capital expenditures
16
—
Adjusted FAD
$
(7
)
$
45
Net cash from investing activities
$
(97
)
$
(77
)
Net cash from financing activities
$
(97
)
$
(308
)
25
CRITICAL ACCOUNTING
E
STIMATES
There
have
been
no
material changes
during first quarter 2025
to
the
critical
accounting
estimates
presented
in
our
2024
Annual
Report
on
Form
10-K.
Item 3. QUANTIT
ATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
LONG-TERM DEBT OBLIGATIONS
The following summary of our long-term debt obligations includes:
●
scheduled principal repayments for the next five years and after;
●
weighted average interest rates for debt maturing in each of the next five years and after and
●
estimated fair values of outstanding obligations.
We estimate the fair value of long-term debt based on quoted market prices we receive for the same types and issues of our debt or on the discounted value of the future cash flows using market yields for the same type and comparable issues of debt. Changes in market rates of interest affect the fair value of our fixed-rate debt.
Summary of Long-Term Debt Obligations as of March 31, 2025
DOLLAR AMOUNTS IN MILLIONS
2025
2026
2027
2028
2029
THEREAFTER
TOTAL
(1)
FAIR VALUE
Fixed-rate debt
$
—
$
1,022
$
300
$
—
$
750
$
2,583
$
4,655
$
4,581
Average interest rate
—
%
5.52
%
6.95
%
—
%
4.00
%
5.06
%
5.11
%
N/A
Variable-rate debt
(2)
$
—
$
—
$
—
$
250
$
—
$
300
$
550
$
550
(1)
Excludes $38 million of unamortized discounts and capitalized debt expense.
(2)
As of March 31, 2025, the weighted average interest rate for our variable-rate debt was 6.27 percent, excluding estimated patronage refunds.
Item 4. CONTROLS AND
PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Disclosure controls are controls and other procedures that are designed to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, to allow timely decisions regarding required disclosure. The company’s principal executive officer and principal financial officer have concluded that the company’s disclosure controls and procedures were effective as of March 31, 2025, based on an evaluation of the company’s disclosure controls and procedures as of that date.
CHANGES IN INTERNAL CONTROLS
No changes occurred in the company’s internal control over financial reporting during first quarter 2025 that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. LEGAL PRO
CEEDINGS
Refer to
Note 10: Legal Proceedings, Commitments and Contingencies
.
SEC regulations require us to disclose certain information about proceedings arising under federal, state or local environmental provisions if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold. In accordance with these regulations, the company uses a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required pursuant to this item.
Item 1A. RISK F
ACTORS
There have been no material changes with respect to the risk factors disclosed in our 2024 Annual Report on Form 10-K.
26
Item 2. UNREGISTERED SALES OF EQUITY S
ECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
The following table provides information with respect to purchases of common stock made by the company during first quarter 2025:
COMMON SHARE REPURCHASES DURING FIRST QUARTER 2025
TOTAL NUMBER
OF SHARES
PURCHASED
AVERAGE PRICE
PAID PER SHARE
TOTAL NUMBER
OF SHARES
PURCHASED AS
PART OF PUBLICLY
ANNOUNCED
PROGRAMS
APPROXIMATE
DOLLAR VALUE
OF SHARES THAT
MAY YET BE
PURCHASED
UNDER THE
PROGRAMS
January 1 – January 31
237,127
$
29.39
237,127
$
91,783,781
February 1 – February 28
428,630
$
29.89
428,630
$
78,972,348
March 1 – March 31
179,292
$
29.56
179,292
$
73,672,394
Total
845,049
$
29.68
845,049
On September 22, 2021, we announced that our board had approved a new share repurchase program (the 2021 Repurchase Program) under which we are authorized to repurchase up to $1 billion of outstanding shares. Concurrently, the board terminated the remaining repurchase authorization under the 2019 Repurchase Program.
During first quarter 2025, we repurchased 845,049 shares for approximately $25 million (including transaction fees) under the 2021 Repurchase Program in open-market transactions. Transaction fees incurred for repurchases are not counted as use of funds authorized for repurchases under the 2021 Repurchase Program. As of March 31, 2025, we had remaining authorization of $74 million for future stock repurchases.
I
tem 5. OTHER INFORMATION
Insider Trading Arrangements
During first quarter 2025
,
no
director or "officer" (as defined in Rule 16a-1(f) of the Exchange Act) of the company adopted, modified or terminated trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or non-Rule 10b5-1 trading arrangements.
27
Item 6. EXHI
BITS
10.1
Form of Weyerhaeuser Company 2022 Long-Term Incentive Plan Performance Share Unit Award Terms and Conditions for Plan Year 2025 (incorporated by reference to
Exhibit 10.1
to the Current Report on Form 8-K filed on January 28, 2025 – Commission File Number 1-4825)
10.2
Form of Weyerhaeuser Company 2022 Long-Term Incentive Plan Restricted Stock Unit Award Terms and Conditions for Plan Year 2025 (incorporated by reference to
Exhibit 10.2
to the Current Report on Form 8-K filed on January 28, 2025 – Commission File Number 1-4825)
XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, has been formatted in Inline XBRL.
28
S
IGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
WEYERHAEUSER COMPANY
(Registrant)
Date: April 25, 2025
By:
/s/ Alex G. Whitney
Alex G. Whitney
Vice President and Chief Accounting Officer
(Principal Accounting Officer and Duly Authorized Officer)
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