UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2026
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 October 26, 2026, 720,344 thousand shares of the registrant’s common stock ($1.25 par value) were outstanding.
TABLE OF CONTENTS
PART I
FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS:
CONSOLIDATED STATEMENT OF OPERATIONS
1
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
2
CONSOLIDATED BALANCE SHEET
3
CONSOLIDATED STATEMENT OF CASH FLOWS
4
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
5
INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)
19
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
33
ITEM 4.
CONTROLS AND PROCEDURES
34
PART II
OTHER INFORMATION
LEGAL PROCEEDINGS
ITEM 1A.
RISK FACTORS
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
35
DEFAULTS UPON SENIOR SECURITIES – NOT APPLICABLE
MINE SAFETY DISCLOSURES – NOT APPLICABLE
ITEM 5.
ITEM 6.
EXHIBITS
36
SIGNATURES
37
PART I – FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
(UNAUDITED)
QUARTER ENDED
YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES
SEPTEMBER 2026
SEPTEMBER 2025
Net sales (Note 3)
$
1,862
1,717
5,456
5,364
Costs of sales
1,605
1,513
4,570
4,500
Gross margin
257
204
886
864
Selling expenses
26
23
73
69
General and administrative expenses
115
107
349
340
Gain on sale of timberlands (Note 15)
—
(129
)
Other operating costs (income), net (Note 13)
16
(49
(25
Operating income
100
123
570
480
Non-operating pension and other post-employment benefit costs (Note 6)
(15
(19
(43
(57
Interest income and other
11
17
Interest expense, net of capitalized interest
(63
(71
(195
(203
Earnings before income taxes
25
39
343
237
Income taxes (Note 14)
41
13
Net earnings
61
80
379
250
Earnings per share, basic and diluted (Note 4)
0.08
0.11
0.53
0.35
Weighted average shares outstanding (in thousands) (Note 4):
Basic
720,982
721,598
721,230
723,791
Diluted
721,464
722,012
721,678
724,151
See accompanying Notes to Consolidated Financial Statements.
DOLLAR AMOUNTS IN MILLIONS
Other comprehensive income (loss):
Foreign currency translation adjustments
(8
(16
Changes in unamortized actuarial loss, net of tax expense of $2, $4, $8 and $9
12
32
31
Changes in unamortized net prior service credit, net of tax benefit of $0, $0, $0 and $0
(1
Changes in unrealized net gain or loss on cash flow hedges, net of tax expense of $3, $0, $5 and $0 (Note 9)
(2
15
Total other comprehensive income
47
Total comprehensive income
78
81
410
297
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PAR VALUE
SEPTEMBER 30,2026
DECEMBER 31,2025
ASSETS
Current assets:
Cash and cash equivalents
464
Receivables, net
383
303
Receivables for taxes
10
Inventories (Note 5)
592
593
Assets held for sale
128
Prepaid expenses and other current assets
131
154
Total current assets
1,461
1,652
Property and equipment, less accumulated depreciation of $4,306 and $4,158
2,427
2,420
Construction in progress
466
337
Timber and timberlands at cost, less depletion
11,337
11,533
Minerals and mineral rights, less depletion
170
177
Deferred tax assets
144
97
Other assets
375
397
Total assets
16,380
16,613
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt (Note 8)
522
Accounts payable
310
278
Accrued liabilities (Note 7)
494
478
Total current liabilities
804
1,278
Long-term debt, net (Note 8)
5,354
5,050
Deferred tax liabilities
18
Deferred pension and other post-employment benefits (Note 6)
488
485
Other liabilities
336
356
Total liabilities
6,998
7,187
Commitments and contingencies (Note 10)
Equity:
Common shares: $1.25 par value; authorized 1,360 million shares; issued and outstanding: 720,342 thousand shares at September 30, 2026 and 720,531 thousand shares at December 31, 2025
900
901
Other capital
7,393
7,390
Retained earnings
1,351
1,428
Accumulated other comprehensive loss (Note 11)
(262
(293
Total equity
9,382
9,426
Total liabilities and equity
Cash flows from operations:
Noncash charges (credits) to earnings:
Depreciation, depletion and amortization
380
Basis of acres sold
70
76
Deferred income taxes, net
(60
(61
Pension and other post-employment benefits (Note 6)
56
71
Share-based compensation expense (Note 12)
Gain on lumber mill sale (Note 16)
(29
Other
Change in:
(92
(37
Receivables and payables for taxes
(12
Inventories
(3
9
Accounts payable and accrued liabilities
45
Pension and post-employment benefit contributions and payments
(14
(13
(27
(38
Net cash from operations
644
676
Cash flows from investing activities:
Capital expenditures for property and equipment
(350
(288
Capital expenditures for timberlands reforestation
Acquisitions of timberlands (Note 15)
(466
Proceeds from lumber mill sale (Note 16)
22
Proceeds from sale of timberlands (Note 15)
306
Net cash from investing activities
(64
(729
Cash flows from financing activities:
Cash dividends on common shares
(454
Net proceeds from issuance of long-term debt (Note 8)
1,098
Net proceeds from issuance of commercial paper (Note 8)
381
Payments on long-term debt (Note 8)
(522
(712
Payments on commercial paper (Note 8)
(81
Repurchases of common shares (Note 4)
(30
(150
(6
Net cash from financing activities
(230
Net change in cash, cash equivalents and restricted cash
(132
(283
Cash, cash equivalents and restricted cash at beginning of period
481
684
Cash, cash equivalents and restricted cash at end of period
401
Cash paid during the period for:
Interest, net of amount capitalized of $10 and $8
195
201
Income taxes, net of refunds
21
Common shares:
Balance at beginning of period
903
908
Issued for exercise of stock options and vested units
(7
Balance at end of period
902
Other capital:
7,392
7,401
7,500
Issued for exercise of stock options
(9
(24
(28
(143
Share-based compensation
Other transactions, net
(5
7,385
Retained earnings:
1,442
1,576
1,715
Dividends on common shares
(152
(456
(459
1,506
Accumulated other comprehensive loss:
(279
(356
(402
Other comprehensive income
Balance at end of period (Note 11)
(355
Total equity:
9,438
Dividends paid per common share
0.21
0.63
NOTE 1:
BASIS OF PRESENTATION
NOTE 2:
BUSINESS SEGMENTS
NOTE 3:
REVENUE RECOGNITION
NOTE 4:
NET EARNINGS PER SHARE AND SHARE REPURCHASES
NOTE 5:
INVENTORIES
NOTE 6:
PENSION AND OTHER POST-EMPLOYMENT BENEFIT PLANS
NOTE 7:
ACCRUED LIABILITIES
NOTE 8:
LONG-TERM DEBT, LINE OF CREDIT AND COMMERCIAL PAPER PROGRAM
NOTE 9:
FAIR VALUE OF FINANCIAL INSTRUMENTS
14
NOTE 10:
LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES
NOTE 11:
ACCUMULATED OTHER COMPREHENSIVE LOSS
NOTE 12:
SHARE-BASED COMPENSATION
NOTE 13:
OTHER OPERATING COSTS (INCOME), NET
NOTE 14:
INCOME TAXES
NOTE 15:
TIMBERLAND ACQUISITIONS AND DIVESTITURES
NOTE 16:
PRINCETON LUMBER MILL DIVESTITURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE QUARTERS AND YEAR-TO-DATE PERIODS ENDED SEPTEMBER 30, 2026 AND 2025
NOTE 1: BASIS OF 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, 2025. Results of operations for interim periods should not necessarily be regarded as indicative of the results that may be expected for the full year.
Reclassifications
We have reclassified certain balances and results from prior years to be consistent with our 2026 reporting. This makes balances comparable from year to year. These changes include updates to the segment previously called Real Estate, Energy & Natural Resources, which has been renamed Strategic Land Solutions, effective first quarter 2026. Reportable business lines included within the segment have been updated from Real Estate and Energy & Natural Resources to Real Estate, Natural Resources and Climate Solutions. Refer to Note 2: Business Segments for discussion of the activities which comprise each business line. Our reclassifications had no effect on consolidated net earnings or equity.
NOTE 2: BUSINESS SEGMENTS
We are principally engaged in growing and harvesting timber; maximizing the value of our acreage through the sale of higher and better use (HBU) properties; monetizing the value of surface and subsurface assets through leases and royalties; and manufacturing, distributing and selling products made from trees. Our business segments are organized based primarily on products and services which include:
A reconciliation of our business segment information to the respective information in our Consolidated Statement of Operations is as follows:
TIMBERLANDS
STRATEGIC LAND SOLUTIONS
WOOD PRODUCTS
UNALLOCATED ITEMS AND INTERSEGMENT ELIMINATIONS
CONSOLIDATED
QUARTER ENDED SEPTEMBER 2026
Net sales to unaffiliated customers
378
99
1,385
Intersegment sales
153
(153
Total
531
438
1,283
(142
93
102
(11
40
44
Other segment items(1)
28
Net contribution (charge) to earnings
67
(78
88
QUARTER ENDED SEPTEMBER 2025
386
103
1,228
150
536
429
1,218
(162
75
(33
(4
(36
(20
110
YEAR-TO-DATE ENDED SEPTEMBER 2026
1,101
446
3,909
440
(440
1,541
1,281
96
3,593
(400
260
350
316
(40
74
20
116
139
(127
68
(74
312
330
145
(249
538
YEAR-TO-DATE ENDED SEPTEMBER 2025
1,141
351
3,872
458
(458
1,599
1,254
104
3,575
(433
345
247
118
129
(21
270
231
133
(194
8
Reconciliation of Net Contribution to Earnings to Net Earnings
Net contribution to earnings
Income taxes
Additional Financial Information
66
58
132
Capital expenditures
24
113
137
130
125
193
173
91
388
197
166
82
243
325
Total Assets
Timberlands and Strategic Land Solutions(1)
12,365
12,687
Wood Products
3,405
3,194
Unallocated items
610
732
Consolidated
NOTE 3: REVENUE RECOGNITION
A reconciliation of revenue recognized by our major products:
Net sales to unaffiliated customers:
Timberlands segment
Delivered logs:
West
Domestic sales
98
281
300
Export grade sales
62
194
207
Subtotal West
160
169
475
507
South
163
456
460
North
Subtotal delivered logs sales
967
1,002
Stumpage and pay-as-cut timber
Recreational and other lease revenue
59
Other(1)
Net sales attributable to Timberlands segment
Strategic Land Solutions segment
Real estate
51
211
196
Natural resources
27
30
Climate solutions
147
Net sales attributable to Strategic Land Solutions segment
Wood Products segment
Structural lumber
629
509
1,698
1,617
Oriented strand board
172
167
519
600
Engineered solid section
171
162
492
Engineered I-joists
85
252
268
Softwood plywood
38
136
119
Medium density fiberboard
Complementary building products
149
Other(2)
64
79
206
240
Net sales attributable to Wood Products segment
Total net sales
NOTE 4: NET EARNINGS PER SHARE AND SHARE REPURCHASES
Our basic and diluted earnings per share were:
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.
SHARES IN THOUSANDS
Weighted average common shares outstanding – basic
Dilutive potential common shares:
Stock options
46
Restricted stock units
259
105
Performance share units
223
155
301
209
Total effect of outstanding dilutive potential common shares
482
414
448
360
Weighted average common shares outstanding – dilutive
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.
1,425
1,028
Share Repurchase Program
During second quarter 2025, we completed the $1 billion purchase authorization under the share repurchase program approved by the board in September 2021 (the 2021 Repurchase Program). On May 8, 2025, we announced the board approved a new share repurchase program (the 2025 Repurchase Program) under which we are authorized to repurchase up to $1 billion of outstanding shares. Concurrently, the board of directors terminated the completed purchase authorization under the 2021 Repurchase Program.
We repurchased 394,026 common shares for approximately $10 million (including transaction fees) under the 2025 Repurchase Program during third quarter 2026 and 1,212,803 common shares for approximately $30 million (including transaction fees) under the 2025 Repurchase Program during year-to-date 2026. As of September 30, 2026, we had remaining authorization of $908 million for future share repurchases under the 2025 Repurchase Program. During third quarter 2025, we repurchased 980,114 common shares for approximately $25 million (including transaction fees) and 5,714,095 common shares for approximately $150 million (including transaction fees) during year-to-date 2025 under the share repurchase programs.
All common stock repurchases under the share repurchase programs were made in open-market transactions. We record share repurchases upon trade date as opposed to the settlement date when cash is disbursed. We record a liability for repurchases that have not yet been settled as of period end. There were no unsettled shares as of September 30, 2026 and December 31, 2025.
NOTE 5: INVENTORIES
Inventories include raw materials, work-in-process and finished goods, as well as materials and supplies.
LIFO inventories:
Logs
Lumber, plywood, oriented strand board and fiberboard
Other products
Moving average cost or FIFO inventories:
Lumber, plywood, oriented strand board, fiberboard and engineered wood products
111
168
Materials and supplies
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 POST-EMPLOYMENT BENEFIT PLANS
The components of net periodic benefit cost are:
PENSION
Service cost
Interest cost
90
Expected return on plan assets
(22
(26
(67
Amortization of actuarial loss
42
Amortization of prior service cost
Total net periodic benefit cost – pension
55
OTHER POST-EMPLOYMENT BENEFITS
Amortization of prior service credit
Total net periodic benefit cost – other post-employment benefits
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 our Consolidated Statement of Operations.
Fair Value of Pension Plan Assets and Obligations
In our year-end reporting process, we estimate the fair value of pension plan assets based upon the information available at that time. For certain assets, primarily private equity funds, the information available consists of net asset values as of an interim date, cash flows between the interim date and the end of the year and market events. We evaluate the year-end estimated fair value of pension plan assets in the second quarter of each year to incorporate final net asset values reflected in financial statements received after we have filed our Annual Report on Form 10-K. No adjustments to the fair value of assets or projected benefit obligations were necessary during second quarter 2026.
NOTE 7: ACCRUED LIABILITIES
Accrued liabilities were comprised of the following:
Compensation and employee benefit costs
182
190
Current portion of lease liabilities
Customer rebates, volume discounts and deferred income
127
Interest
48
53
Taxes payable
43
NOTE 8: LONG-TERM DEBT, LINE OF CREDIT AND COMMERCIAL PAPER PROGRAM
Long-term Debt
During third quarter 2026, we repaid the remaining $62 million and $60 million in principal outstanding on our 7.35 percent and 7.85 percent debentures, respectively, at maturity.
During second quarter 2026, we repaid the remaining $250 million in principal outstanding on our 4.75 percent notes at maturity. We also amended our $300 million senior unsecured term loan to extend the maturity date from April 2030 to April 2031 and amended our $250 million senior unsecured term loan to extend the maturity date from December 2028 to April 2031. Refinancing costs associated with each of these extensions were immaterial.
During first quarter 2026, we repaid our $150 million 7.70 percent debentures at maturity.
During third quarter 2025, we entered into an $800 million senior unsecured term loan agreement that will mature in August 2028. Net proceeds after fees were $799 million. Borrowings will bear interest at a floating rate based on either the adjusted term Secured Overnight Financing Rate (SOFR) plus a spread or a mutually agreed-upon base rate plus a spread. Additionally, we utilized approximately $500 million of the net proceeds of the term loan to partially redeem our $750 million 4.75 percent senior unsecured notes due in May 2026.
During first quarter 2025, we repaid our $139 million 8.50 percent debentures and our $71 million 7.95 percent debentures at maturity. We also entered into a $300 million senior unsecured term loan that will mature in April 2031 as a result of the aforementioned amendment. 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.
Commercial Paper Program
During fourth quarter 2025, we established a commercial paper program under which we may issue short-term, unsecured commercial paper notes pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Under this program, we may issue notes from time to time in an aggregate amount not to exceed $1.75 billion outstanding at any time. The notes will have maturities of up to 397 days from the date of issue and will not be subject to voluntary prepayment or redemption prior to maturity. We use our revolving credit facility as a liquidity backstop for the repayment of short-term unsecured notes issued under the commercial paper program. As of September 30, 2026, we had $300 million of commercial paper issued and outstanding under this program, with a weighted average interest rate of 4.23 percent. There was no commercial paper issued and outstanding under this program as of December 31, 2025.
As of September 30, 2026, we have classified all issued and outstanding commercial paper maturing in the next 12 months as long-term because we have the intent and ability to refinance these borrowings on a long-term basis, as supported by the available capacity under our $1.75 billion revolving credit facility. The amount outstanding is recorded in "Long-term debt, net" on our Consolidated Balance Sheet.
Line of Credit
During second quarter 2025, we amended and restated our senior unsecured revolving credit facility to extend the expiration date to June 2030, while increasing borrowing capacity from $1.5 billion to $1.75 billion. Borrowings will bear interest at a floating rate based on either the adjusted term SOFR plus a spread or a mutually agreed-upon base rate plus a spread. We had no outstanding borrowings on our revolving credit facility as of September 30, 2026 or December 31, 2025.
NOTE 9: FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated fair value and carrying value of our long-term debt consisted of the following:
CARRYINGVALUE
FAIR VALUE(LEVEL 2)
Long-term debt (including current maturities), line of credit and commercial paper:
Fixed rate
3,707
3,504
4,225
4,242
Variable rate
1,347
1,350
Commercial paper program
Total debt
5,154
5,572
5,592
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.
Derivative Instruments Designated as Cash Flow Hedges
Interest Rate Swap Hedging Relationship
During third quarter 2025, we entered into interest rate swaps with the risk management objective of managing exposure to interest rate volatility by converting variable rate debt obligations associated with our $800 million term loan due in 2028 into fixed rate payments. The interest rate swaps provide the right to make fixed rate payments to the counterparty in exchange for variable, SOFR-based payments on a monthly settlement schedule. As of September 30, 2026 and December 31, 2025, our interest rate swap agreements with an aggregate notional amount of $800 million were designated as cash flow hedging instruments of variable, SOFR-based interest payments on our $800 million term loan.
Foreign Currency Hedging Relationship
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 September 30, 2026 and December 31, 2025, all forward contracts with an aggregate notional amount of $13 million and $32 million, respectively, were designated as cash flow hedging instruments of hedged forecasted foreign currency-denominated purchases of equipment.
The current and noncurrent fair value of our outstanding derivatives designated as cash flow hedging instruments as recorded on our Consolidated Balance Sheet are summarized below:
DERIVATIVE ASSETS
DERIVATIVE LIABILITIES
PREPAID EXPENSES AND OTHER CURRENT ASSETS
OTHER ASSETS
OTHER LIABILITIES
AS OF SEPTEMBER 30, 2026
Interest rate swaps
Foreign currency forward contracts
Total fair value
AS OF DECEMBER 31, 2025
The pre-tax change in unrealized gain or loss on our outstanding derivative instruments recognized in "Other comprehensive income" in our Consolidated Statement of Comprehensive Income and recorded in "Accumulated other comprehensive loss" on our Consolidated Balance Sheet are summarized below:
Total change in unrealized gain or loss on cash flow hedges
Fair Value of Other Financial Instruments
We believe that our other financial instruments, including cash and cash equivalents, short-term investments, receivables and payables, have net carrying values that approximate their fair values with only insignificant differences. This is primarily due to the short-term nature of these instruments and the allowance for doubtful accounts.
NOTE 10: LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES
Legal Proceedings
We are party to various legal proceedings arising in the ordinary course of business. We are not currently a party to any legal proceeding that management believes could have a material adverse effect on our Consolidated Statement of Operations, Consolidated Balance Sheet or Consolidated Statement of Cash Flows.
Environmental Matters
Site Remediation
Under the federal Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) – commonly known as the Superfund – and similar state laws, we:
As of September 30, 2026, our total accrual for future estimated remediation costs on active Superfund sites and other sites for which we are potentially responsible was approximately $92 million. These amounts are recorded in "Accrued liabilities" and "Other liabilities" on our Consolidated Balance Sheet.
NOTE 11: ACCUMULATED OTHER COMPREHENSIVE LOSS
Changes in amounts included in our accumulated other comprehensive loss by component are:
Pension(1)
(478
(564
(502
(583
Other comprehensive income (loss) before reclassifications
Amounts reclassified from accumulated other comprehensive loss to earnings(2)
(468
(552
Other post-employment benefits(1)
Other comprehensive loss before reclassifications
Total other comprehensive loss
Translation adjustments and other
185
181
158
Translation adjustments
Unrealized gain (loss) on cash flow hedges(1)
Total other comprehensive income (loss)
(10
180
175
Accumulated other comprehensive loss, end of period
NOTE 12: SHARE-BASED COMPENSATION
Share-based compensation activity during year-to-date 2026 included the following:
GRANTED
VESTED
Restricted stock units (RSUs)
1,184
783
Performance share units (PSUs)
622
238
A total of 756 thousand shares of common stock were issued as a result of RSU and PSU vestings, net of tax.
Restricted Stock Units
The weighted average fair value of the RSUs granted in 2026, calculated as an average of the high and low prices on grant date, was $26.84. The vesting provisions for RSUs granted in 2026 were consistent with prior year grants.
Performance Share Units
The weighted average grant date fair value of PSUs granted in 2026 was $26.29. The final number of shares granted in 2026 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, as well as company progress in achieving EBITDA growth targets. TSR assumes full reinvestment of dividends. In the event of negative absolute TSR, the TSR component used in the blended payout calculation is capped at 125 percent.
Weighted Average Assumptions Used in Estimating the Value of Performance Share Units Granted in 2026
PERFORMANCE SHARE UNITS
Performance period
2/13/2026 – 12/31/2028
Valuation date closing stock price
$26.75
Risk-free rate
3.37% – 3.43%
Expected volatility
27.90%
NOTE 13: OTHER OPERATING COSTS (INCOME), NET
Other operating costs (income), net were comprised of the following:
Environmental remediation charges
Gain on lumber mill sale
Insurance recoveries
(34
(39
Litigation expense, net
Product remediation insurance recovery
Research and development expenses
Other, net
Total other operating costs (income), net
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 Strategic Land Solutions segments.
The quarterly provision for income taxes is based on our current estimate of the annual effective tax rate and is adjusted for discrete taxable events that have occurred during the year. Our 2026 estimated annual effective tax rate, excluding discrete items, differs from the U.S. federal statutory tax rate of 21 percent primarily due to state and foreign income taxes and tax benefits associated with our nontaxable REIT earnings.
Tax Legislation
On July 4, 2025, H.R. 1, commonly known as the One Big, Beautiful Bill Act (the OBBBA), was enacted. The OBBBA contained significant changes to corporate taxation, including accelerated deductions for capital spending, expensing of research and development costs and increased deductibility of interest expense. Additionally, effective for taxable years beginning after December 31, 2025, the value of TRS securities that a REIT may hold increased from 20 percent to 25 percent of the value of the REIT’s total assets. We do not expect a material impact to our 2026 financial statements due to the enactment of the OBBBA.
NOTE 15: TIMBERLAND ACQUISITIONS AND DIVESTITURES
Divestitures
On October 29, 2026, we announced an agreement to sell 81 thousand acres of Arkansas timberlands for approximately $146 million. The sale is subject to customary closing conditions and is expected to close in fourth quarter 2026. This sale is not considered a strategic shift that had, or will have, a major effect on our operations or financial results and therefore does not meet the requirements for presentation as discontinued operations.
In June 2026, we completed the sale of 29 thousand acres of Oregon timberlands for $114 million, which is net of purchase price adjustments and closing costs. As a result of the sale, we recorded a $71 million gain in the Timberlands segment in our Consolidated Statement of Operations. This sale was not considered a strategic shift that had, or will have, a major effect on our operations or financial results and therefore did not meet the requirements for presentation as discontinued operations.
In February 2026, we completed the sale of 108 thousand acres of Virginia timberlands for $192 million, which is net of purchase price adjustments and closing costs. As a result of the sale, we recorded a $58 million gain in the Timberlands segment in our Consolidated Statement of Operations. This sale was not considered a strategic shift that had, or will have, a major effect on our operations or financial results and therefore did not meet the requirements for presentation as discontinued operations.
Acquisitions
In August 2025, we completed the purchase of 117 thousand acres of North Carolina and Virginia timberlands for $364 million. We recorded $361 million of timberland assets in "Timber and timberlands at cost, less depletion" and $3 million of related assets in "Property and equipment, net" on our Consolidated Balance Sheet.
In August 2025, we completed the purchase of approximately 10 thousand acres of Washington timberlands for $95 million. We recorded $94 million of timberland assets in "Timber and timberlands at cost, less depletion" and $1 million of related assets in "Property and equipment, net" on our Consolidated Balance Sheet.
NOTE 16: PRINCETON LUMBER MILL DIVESTITURE
In third quarter 2025, we completed the sale of our Princeton lumber mill for a total purchase price of approximately $85 million. The total purchase price was inclusive of mill assets, the associated timber licenses in British Columbia and the value of working capital as of the closing date. Pursuant to the transaction closing, a gain on the sale of $29 million was recognized. The transfer of all associated timber licenses in British Columbia was subject to regulatory approval and a portion of the total purchase price was held in escrow to be released in conjunction with the approval and transfer of these licenses. In April 2026, we obtained all necessary approvals and completed the transfer of the associated licenses. As a result, we received final proceeds of $22 million.
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)
NOTE ABOUT FORWARD-LOOKING STATEMENTS
This report contains statements concerning our future results and performance that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include, without limitation, statements relating to: our expected future financial and operating performance; our plans, strategies, intentions and expectations; our capital structure and the sufficiency of our liquidity position to meet future cash requirements; our cash dividend framework, including our target percentage return to shareholders of Adjusted Funds Available for Distribution, including expected supplemental cash dividends and/or future share repurchases; future compliance with covenants in our debt agreements; our expectations concerning our contingent liabilities and the sufficiency of related reserves and accruals including, but not limited to, cost estimates of future litigation and environmental remediation; our provision for income taxes; expected capital expenditures; the expected timing of operational start-up and productivity of, and fourth quarter capital expenditure investment in, our new wood products manufacturing facility; estimated returns on pension plan assets; expected market and general economic conditions, including related influencing factors such as the trajectory of U.S. housing construction activity, repair and remodel activity, inflation trends and interest rates and the potential impacts of U.S. trade policy; our expectations about our future opportunities in emerging carbon credit and carbon capture and storage markets and our assumptions used in valuing incentive compensation and related expense.
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:
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 update our forward-looking statements after the date of this report.
RESULTS OF OPERATIONS
In reviewing our results of operations, it is important to understand these terms:
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, employment growth 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 Strategic Land Solutions 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 development of opportunities in our Climate Solutions business.
Geopolitical events and ongoing U.S. trade policy changes have resulted in macroeconomic uncertainty and increased cautiousness by consumers. The conflict in the Middle East has had a continued impact on energy and fuel prices, which has negatively affected businesses and households. Trade and tariff policies, along with potential countermeasures by other countries, affect supply and demand trends, import and export dynamics, and pricing for our products.
Housing market conditions have moderated, with lower home sales and slower building activity. Elevated mortgage interest rates, reduced affordability and weaker consumer confidence remain key factors influencing housing demand. Existing home inventory remains constrained in many markets due to the continued lock-in effect among homeowners with below-market mortgage rates. Inventories of unsold new homes have declined after reaching a cyclical peak in 2025. On a seasonally adjusted annual basis, as reported by the U.S. Census Bureau, housing starts for third quarter 2026 averaged 1.3 million units, a 3.9 percent decrease from second quarter 2026. Single-family starts averaged 878 thousand units in third quarter 2026, a 2.6 percent decrease from second quarter 2026. Multi-family starts averaged 415 thousand units in third quarter 2026, a 6.5 percent decrease from second quarter 2026. Single-family construction is a primary driver of our business compared to multi-family construction due to the amount of wood products used per unit. Sales of newly built single-family homes averaged a seasonally adjusted annual rate of 668 thousand units for third quarter 2026, a 2.4 percent increase from second quarter 2026, as builders leverage incentives to help offset affordability constraints and elevated buyer financing costs. Notwithstanding current macroeconomic uncertainty and potential impacts on housing demand, we continue to expect favorable long-term fundamentals for the U.S. housing construction market, supported by strong demographic trends, a prolonged period of underbuilding, and the need for additional housing supply.
Repair and remodeling expenditures increased 0.4 percent from second quarter 2026 to third quarter 2026, according to the Census Bureau Advance Retail Spending report. While there continues to be underlying demand due to growing home equity and the lock-in effect of lower mortgage rates compared to current rates, many homeowners have been more cautious in discretionary spending on large projects. Professionally built segments have continued to outpace do-it-yourself (DIY) activity, though both remain restrained due to subdued consumer confidence and elevated interest rates. Slower sales of existing homes have also contributed to muted activity as there is often an increase in upgrades and repairs before and after the sale of a home. Over the longer term, we expect this sector to return to historical growth trends driven by recent deferrals in repair and remodel spending, higher levels of home equity and an aging U.S. housing stock, with a median age of 46 years.
In U.S. wood product markets, the Random Lengths Framing Lumber Composite price averaged $512/MBF and the OSB Composite averaged $250/MSF during third quarter 2026, with composite pricing for lumber decreasing from $513/MBF to $491/MBF and composite pricing for OSB increasing from $243/MSF to $281/MSF over the course of the quarter. The Framing Lumber Composite entered the quarter on an upward trajectory, supported by a seasonal improvement in building activity, tighter supply from previously enacted mill curtailments and closures, and lower European imports. However, composite pricing declined in August and September as housing activity softened amid elevated interest rates and the typical seasonal moderation in building activity during the late summer months. For OSB, product pricing began to rebound in late third quarter in response to supply adjustments across the U.S. and Canada.
In Western log markets, Douglas-fir sawlog prices decreased 0.2 percent in third quarter 2026 compared with second quarter 2026, as reported by Fastmarkets RISI Log Lines based on Weyerhaeuser’s sales mix. Log prices in the domestic market began the quarter on a positive trajectory in response to a stronger lumber market before softening in response to ample supply outpacing demand, partially driven by a more moderate wildfire season than expected. In the South, delivered sawlog prices increased 0.6 percent in third quarter 2026 compared to second quarter 2026 and declined
0.2 percent from third quarter 2025, as reported by TimberMart-South. Delivered pine pulpwood prices increased 1.2 percent in third quarter 2026 compared to second quarter 2026 and declined 2.0 percent from third quarter 2025 as reported by TimberMart-South. In general, Southern log markets were relatively balanced during the quarter. Favorable weather supported log supply, while wood products mills replenished lean inventories that resulted from weather-related log availability challenges in second quarter, and fiber mills increased activity following spring maintenance outages. However, pulpwood prices continue to be challenged in several localized regions following mill closures in 2025.
Currency exchange rates, available supply from other countries and trade policy affect our export businesses. In Japan, total housing starts increased 2.3 percent year-to-date through August compared to the same period in 2025, while the key Post and Beam segment saw an 8.2 percent increase, partly reflecting slight easing of the backlog of permit applications following more stringent building requirements that took effect April 1, 2025. Log demand continues to be influenced by reduced lumber imports from Europe and lower inventories of European lumber in the Japanese market, while higher energy costs have had some negative impact on Japanese producers. In China, during fourth quarter 2025 regulators lifted the March 4, 2025 suspension of log imports from the U.S. As a result, Weyerhaeuser continues to re-establish its log export program to strategic customers in China.
Interest rates affect our business primarily through their impact on mortgage rates and housing affordability, their general impact on the economy and their influence on our capital management activities. Actions by the U.S. Federal Reserve, the overall condition of the economy and fluctuations in financial markets are all factors that influence long-term interest rates. 30-year mortgage rates, which are generally correlated with long-term interest rates, increased from 6.5 percent in second quarter 2026 to 7.0 percent in third quarter 2026, according to economic data from Freddie Mac. Many builders have worked to offset higher mortgage rates through discounts, mortgage rate buydowns and modifying product offerings such as home sizes and finishes. Higher rates have also discouraged many existing homeowners from selling, reducing inventories of existing homes for sale and supporting demand for available new homes.
Increased inflation affects the cost of our operations across each of our business segments, including costs for raw materials, transportation, energy and labor. The Consumer Price Index increased at an annual rate of 3.7 percent as of September 2026 compared to 3.5 percent as of June 2026. This rate is markedly down from prior periods of elevated inflation, although conflict in the Middle East has contributed to higher energy and fuel prices. While we can offset some of our costs that are affected by inflation through our sales activities, operational excellence initiatives and procurement practices, not all costs associated with inflation can be fully mitigated or passed on to the customer.
The condition of the labor market affects all of our businesses as it relates to our ability to attract and retain employees and contractors. The unemployment rate remained flat from second quarter 2026 at 4.2 percent in third quarter 2026.
Governments and businesses across the globe have publicly expressed that climate change is a compelling issue requiring considerable responsive action; many have made significant commitments toward decarbonizing activities and operations and reducing greenhouse gas emissions. Achieving these commitments will require significant efforts, including modifying operations, investing in low-carbon technologies or purchasing credits to reduce environmental impacts. Although political and broader sentiment for climate change mitigation activities and related investments can fluctuate, we expect that over the long-term, climate change will continue to be a significant social concern and priority. With that in mind, we believe we are uniquely positioned to help others achieve climate change mitigation goals through our Climate Solutions business.
CONSOLIDATED RESULTS
How We Did Third Quarter 2026 and Year-to-Date 2026
AMOUNT OFCHANGE
2026 VS. 2025
Net sales
92
(23
Earnings per share, basic and diluted
(0.03
0.18
Comparing Third Quarter 2026 with Third Quarter 2025
Net sales increased $145 million – 8 percent – primarily due to a $157 million increase in Wood Products net sales attributable to increased sales realizations for structural lumber and sales volumes for complementary building products. This increase was partially offset by an $8 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased Western log sales volumes and a $4 million decrease in Strategic Land Solutions net sales attributable to a decrease in average price per acre sold for our Real Estate business.
Costs of sales increased $92 million – 6 percent – primarily due to increased sales volumes for complementary building products, engineered I-joists, engineered solid section and softwood plywood in our Wood Products segment, as well as increased Southern sales volumes and an increase in Western and Southern freight costs in our Timberlands segment.
Operating income decreased $23 million – 19 percent – primarily due to:
These changes were partially offset by a $53 million increase in consolidated gross margin (see discussion of components above).
Net earnings decreased $19 million – 24 percent – primarily due to the $23 million decrease in operating income discussed above and a $5 million decrease in income tax benefit, partially offset by an $8 million decrease in interest expense.
Comparing Year-to-Date 2026 with Year-to-Date 2025
Net sales increased $92 million – 2 percent – primarily due to a $95 million increase in Strategic Land Solutions net sales attributable to a $94 million conservation easement sale in our Climate Solutions business, as well as a $37 million increase in Wood Products net sales attributable to increased sales realizations for structural lumber and increased sales volumes and realizations for complementary building products. These increases were partially offset by a $40 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased Western log sales.
Costs of sales increased $70 million – 2 percent – primarily due to an increase in Western and Southern freight costs in our Timberlands segment, as well as increased sales volumes for complementary building products, engineered solid section and softwood plywood in our Wood Products segment.
Operating income increased $90 million – 19 percent – primarily due to:
These increases were partially offset by a $35 million decrease in insurance recoveries, a $29 million gain related to the sale of our Princeton lumber mill recorded in third quarter 2025 and a $9 million increase in general and administrative expenses.
Net earnings increased $129 million – 52 percent – primarily due to the $90 million increase in operating income discussed above, as well as a $23 million increase in income tax benefit and a $14 million decrease in non-operating pension and other post-employment benefit costs.
(32
(35
Subtotal net sales to unaffiliated customers
(18
Total sales
(58
Operating income and Net contribution to earnings
Net sales to unaffiliated customers decreased $8 million – 2 percent – primarily due to a $9 million decrease in Western log sales attributable to a 12 percent decrease in sales volumes, partially offset by a 7 percent increase in sales realizations, as well as a $7 million decrease in stumpage and pay-as-cut timber sales attributable to decreased sales realizations and sales volumes. These decreases were partially offset by a $9 million increase in Southern log sales attributable to a 3 percent increase in sales realizations and sales volumes.
Intersegment sales increased $3 million – 2 percent – primarily due to a 6 percent increase in sales volumes, partially offset by a 3 percent decrease in sales realizations.
Costs of sales increased $9 million – 2 percent – primarily due to increased Southern sales volumes, as well as an increase in Western and Southern freight costs.
Operating income and net contribution to earnings decreased $13 million – 16 percent – primarily due to the change in the components of gross margin, as discussed above.
Net sales to unaffiliated customers decreased $40 million – 4 percent – primarily due to a $32 million decrease in Western log sales attributable to a 5 percent decrease in sales volumes and a 2 percent decrease in sales realizations, as well as a $9 million decrease in stumpage and pay-as-cut timber sales attributable to decreased sales realizations and sales volumes.
Intersegment sales decreased $18 million – 4 percent – primarily due to a 7 percent decrease in sales realizations, partially offset by a 4 percent increase in sales volumes.
Costs of sales increased $27 million – 2 percent – primarily due to an increase in Western and Southern freight costs, partially offset by decreased sales volumes.
Operating income and net contribution to earnings increased $42 million – 16 percent – primarily due to a $129 million increase in gain on sale of timberlands, partially offset by the change in the components of gross margin, as discussed above.
Third-Party Log Sales Volumes and Fee Harvest Volumes
VOLUMES IN THOUSANDS
Third-party log sales – tons:
West(1)
1,345
1,529
(184
4,179
4,387
(208
4,324
4,217
12,104
12,397
183
493
5,849
5,929
(80
16,776
17,264
(488
Fee harvest volumes – tons:
2,249
2,394
(145
6,672
6,861
(189
6,428
6,431
18,298
18,784
(486
262
699
714
8,920
9,087
(167
25,669
26,359
(690
Net sales:
95
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.
Net sales decreased $4 million – 4 percent – primarily due to a decrease in average price per acre sold for our Real Estate business, partially offset by increases in mitigation banking credit sales and forest carbon credit sales for our Climate Solutions business and an increase in acres sold for our Real Estate business.
Costs of sales decreased $2 million – 7 percent – primarily due to a decrease in average basis per acre sold for our Real Estate business, partially offset by increases in acres sold for our Real Estate and Climate Solutions businesses.
Operating income and net contribution to earnings decreased $2 million – 3 percent – primarily due to the change in the components of gross margin, as discussed above.
Net sales increased $95 million – 27 percent – primarily due to a $94 million conservation easement sale in our Climate Solutions business, an increase in acres sold for our Real Estate business and increases in royalty income and mineral asset sales for our Natural Resources business. These changes were partially offset by a decrease in acres sold in our Climate Solutions business and a decrease in average price per acre sold for our Real Estate business.
Costs of sales decreased $8 million – 8 percent – primarily due to a decrease in acres sold for our Climate Solutions business, partially offset by an increase in acres sold for our Real Estate business.
Operating income and net contribution to earnings increased $99 million – 43 percent – primarily due to the change in the components of gross margin, as discussed above.
REAL ESTATE SALES STATISTICS(1)
Acres sold
12,827
11,982
845
51,136
45,623
5,513
Average price per acre
3,945
5,128
(1,183
4,123
4,272
(149
120
63
Other products produced(1)
157
65
Operating income (loss)
52
146
Net sales increased $157 million – 13 percent – primarily due to:
These increases were partially offset by a $15 million decrease in other products produced sales primarily attributable to a decrease in wood chip sales realizations and volumes and a $2 million decrease in medium density fiberboard sales attributable to a 1 percent decrease in sales realizations.
Costs of sales increased $65 million – 5 percent – primarily due to increased sales volumes for complementary building products, engineered I-joists, engineered solid section and softwood plywood.
Net contribution to earnings increased $51 million – 268 percent – primarily due to the change in the components of gross margin, as discussed above, partially offset by a $29 million gain related to the sale of our Princeton lumber mill recorded in third quarter 2025 (refer to Note 13: Other Operating Costs (Income), Net).
Net sales increased $37 million – 1 percent – primarily due to:
These increases were partially offset by:
Costs of sales increased $18 million – 1 percent – primarily due to increased sales volumes for complementary building products, engineered solid section and softwood plywood.
Net contribution to earnings increased $12 million – 9 percent – primarily due to the change in the components of gross margin, as discussed above, as well as a $28 million product remediation insurance recovery recorded in first quarter 2026, partially offset by a $29 million gain related to the sale of our Princeton lumber mill recorded in third quarter 2025 (refer to the breakout of these items in Note 13: Other Operating Costs (Income), Net).
Third-Party Sales Volumes
VOLUMES IN MILLIONS(1)
Structural lumber – board feet
1,233
1,259
3,477
3,674
(197
Oriented strand board – square feet (3/8”)
726
727
2,176
2,177
Engineered solid section – cubic feet
6.0
5.5
0.5
17.8
16.6
1.2
Engineered I-joists – lineal feet
109
Softwood plywood – square feet (3/8”)
279
271
Medium density fiberboard – square feet (3/4”)
86
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.
VOLUMES IN MILLIONS
Structural lumber – board feet:
Production
1,166
1,167
3,402
3,538
(136
Outside purchase
112
1,211
1,205
3,529
3,650
(121
Oriented strand board – square feet (3/8”):
735
750
2,222
2,230
760
767
2,288
2,282
Engineered solid section – cubic feet:
5.8
5.1
0.7
17.4
16.8
0.6
2.1
6.7
6.6
0.1
7.9
7.2
24.1
23.4
Engineered I-joists – lineal feet:
101
106
114
Softwood plywood – square feet (3/8”):
244
284
277
Medium density fiberboard – square feet (3/4"):
94
UNALLOCATED 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
Unallocated corporate function and variable compensation expense
(46
(120
Liability classified share-based compensation
Foreign exchange (loss) gain
Elimination of intersegment profit in inventory and LIFO
Operating loss
(218
(154
Non-operating pension and other post-employment benefit costs
Net charge to earnings
(55
Net charge to earnings increased $58 million – 290 percent – primarily due to:
Net charge to earnings increased $55 million – 28 percent – primarily due to a $27 million increase in other, net, primarily attributable to a $28 million decrease in insurance recoveries, as well as a $22 million increase in the charge for elimination of intersegment profit in inventory and LIFO.
INTEREST EXPENSE
Our interest expense, net of capitalized interest, was:
Interest expense decreased $8 million compared to both third quarter 2025 and year-to-date 2025, primarily due to $3 million of debt extinguishment costs incurred in third quarter 2025, with no similar activity in third quarter 2026, as well as a series of debt issuances and retirements in 2026 that decreased our outstanding debt and our weighted average interest rate.
Our provision for income taxes was:
Our provision for income taxes is primarily driven by the results of our TRSs. Income tax benefit increased $23 million compared to year-to-date 2025 primarily due to a decrease in our estimated effective tax rate based on the forecasted mix of earnings between our REIT and TRSs.
Refer to Note 14: Income Taxes for further information.
LIQUIDITY AND CAPITAL RESOURCES
We are committed to maintaining an appropriate capital structure that provides financial flexibility and enables us to protect the interests of our shareholders and meet our obligations to our lenders, while also maintaining access to all major financial markets. As of September 30, 2026, we had $349 million in cash and cash equivalents, $1.45 billion of availability on our commercial paper program, and $1.75 billion of availability on our line of credit, which serves as a liquidity backstop for our commercial paper program and expires in June 2030. We believe we have sufficient liquidity to meet our cash requirements for the foreseeable future.
CASH FROM OPERATIONS
Consolidated net cash from operations was:
Net cash from operations decreased $32 million primarily due to unfavorable changes in working capital and decreased cash flows from our business operations, partially offset by a $40 million decrease in cash paid for income taxes.
CASH FROM INVESTING ACTIVITIES
Consolidated net cash from investing activities was:
Net cash from investing activities increased $665 million primarily due to a $463 million decrease in cash paid for acquisitions of timberlands, as well as a $306 million increase in proceeds from the sale of timberlands. These changes were partially offset by a $63 million increase in cash paid for capital expenditures, as well as a $39 million decrease in proceeds from the sale of our Princeton lumber mill.
Summary of Capital Spending by Business Segment
Timberlands
Unallocated Items
During fourth quarter 2024, we announced our plan to build a new TimberStrand® facility in Monticello, Arkansas. 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 2026 to be approximately $375 million, excluding approximately $250 million of investment in our Monticello engineered wood products facility. The amount we spend on capital expenditures could change.
CASH FROM FINANCING ACTIVITIES
Consolidated net cash from financing activities was:
Net cash from financing activities decreased $482 million primarily due to a $717 million decrease in net proceeds from issuance of long-term debt and commercial paper, partially offset by a $120 million decrease in cash used for repurchases of common stock and a $109 million decrease in payments on long-term debt and commercial paper.
Refer to Note 8: Long-Term Debt, Line of Credit and Commercial Paper Program for further information.
Long-Term Debt
During third quarter 2025, we entered into an $800 million senior unsecured term loan agreement that will mature in August 2028. Net proceeds after fees were $799 million. Borrowings will bear interest at a floating rate based on either the adjusted term SOFR plus a spread or a mutually agreed-upon base rate plus a spread. Additionally, we utilized approximately $500 million of the net proceeds of the term loan to partially redeem our $750 million 4.75 percent senior unsecured notes due in May 2026.
During first quarter 2025, we repaid our $139 million 8.50 percent debentures and our $71 million 7.95 percent debentures at maturity. We also entered into a $300 million senior unsecured term loan that will mature in April 2031 as a result of the aforementioned amendment. Net proceeds after fees were
29
$299 million. Borrowings will bear interest at a floating rate based on either the adjusted term SOFR plus a spread or a mutually agreed-upon base rate plus a spread.
Refer to Note 9: Fair Value of Financial Instruments for further information.
Debt Covenants
As of September 30, 2026, Weyerhaeuser Company was in compliance with its debt covenants. There have been no significant changes to the debt covenants presented in our 2025 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:
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 share repurchase and/or a supplemental cash dividend 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 394,026 common shares for approximately $10 million (including transaction fees) during third quarter 2026 and 1,212,803 common shares for approximately $30 million (including transaction fees) during year-to-date 2026 under the 2025 Repurchase Program. During third quarter 2025, we repurchased 980,114 common shares for approximately $25 million (including transaction fees) and 5,714,095 common shares for approximately $150 million (including transaction fees) during year-to-date 2025 under the share repurchase programs. There were no unsettled shares as of September 30, 2026 and December 31, 2025.
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 Strategic Land Solutions acres sold and special items.
Adjusted EBITDA by Segment:
148
376
467
(91
Strategic Land Solutions
408
83
291
1,075
1,053
(62
(209
(172
Adjusted EBITDA
248
217
866
881
We reconcile Adjusted EBITDA to net earnings for the consolidated company and to operating income (loss) for the business segments, as those are the most directly comparable U.S. GAAP measures for each.
The table below reconciles Adjusted EBITDA for the quarter ended September 30, 2026:
WoodProducts
UnallocatedItems
The table below reconciles Adjusted EBITDA for the quarter ended September 30, 2025:
(41
Special items included in operating income (loss)(1)(2)
The table below reconciles Adjusted EBITDA for the year-to-date period ended September 30, 2026:
(157
The table below reconciles Adjusted EBITDA for the year-to-date period ended September 30, 2025:
203
57
(17
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:
210
(137
(125
(388
(325
FAD
256
Cash from product remediation insurance recovery
Monticello engineered wood products facility capital expenditures
54
117
421
(138
(521
(233
Net Earnings and Net Earnings per Diluted Share Before Special Items
We use net earnings before special items and net earnings per diluted share before special items as key performance measures to evaluate the performance of the consolidated company. These measures should not be considered in isolation from, and are not intended to represent an alternative to, our results reported in accordance with U.S. GAAP. However, we believe the measures provide meaningful supplemental information for investors about our operating performance, better facilitate period to period comparisons and are widely used by analysts, lenders, rating agencies and other interested parties.
Net Earnings Before Special Items
Gain on sale of timberlands
Insurance recovery
Net earnings before special items
229
Net Earnings per Diluted Share Before Special Items
Net earnings per diluted share
(0.18
(0.02
Net earnings per diluted share before special items
0.06
0.32
0.29
CRITICAL ACCOUNTING ESTIMATES
There have been no material changes during year-to-date 2026 to the critical accounting estimates presented in our 2025 Annual Report on Form 10-K.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
LONG-TERM DEBT OBLIGATIONS
The following summary of our long-term debt obligations includes:
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 September 30, 2026
2026
2027
2028
2029
2030
THEREAFTER
TOTAL(1)(3)
FAIR VALUE
Fixed-rate debt
1,935
3,735
Average interest rate
%
6.95
4.00
5.40
4.96
N/A
Variable-rate debt(2)(3)
800
550
During third quarter 2025, we entered into interest rate swaps with the risk management objective of managing exposure to interest rate volatility by converting variable rate debt obligations associated with our $800 million term loan due in 2028 into fixed rate payments. The interest rate swaps provide the right to make fixed rate payments at the rate of 3.414 percent to the counterparty in exchange for variable payments based on the 1-month SOFR plus a spread, on a monthly settlement schedule. As of September 30, 2026 and December 31, 2025, our interest rate swap agreements with an aggregate notional amount of $800 million were designated as cash flow hedging instruments of variable, SOFR-based interest payments on our $800 million term loan. There have been no material changes in swap terms or risk management strategy since inception.
Item 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Disclosure controls and procedures 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 Exchange 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 September 30, 2026, 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 third quarter 2026 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 PROCEEDINGS
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 FACTORS
There have been no material changes with respect to the risk factors disclosed in our 2025 Annual Report on Form 10-K.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES 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 third quarter 2026:
COMMON SHARE REPURCHASES DURING THIRD QUARTER 2026
TOTAL NUMBEROF SHARESPURCHASED
AVERAGE PRICEPAID PER SHARE
TOTAL NUMBEROF SHARESPURCHASED ASPART OF PUBLICLYANNOUNCEDPROGRAMS
APPROXIMATEDOLLAR VALUEOF SHARES THATMAY YET BEPURCHASEDUNDER THEPROGRAMS
July 1 – July 31
918,350,650
August 1 – August 31
394,026
25.38
908,350,705
September 1 – September 30
During third quarter 2026, we repurchased 394,026 shares for approximately $10 million (including transaction fees) under the 2025 Repurchase Program in open-market transactions. Transaction fees incurred for repurchases are not counted as use of funds authorized for repurchases under the 2025 Repurchase Program. As of September 30, 2026, we had remaining authorization of $908 million for future share repurchases.
Item 5. OTHER INFORMATION
Insider Trading Arrangements
During third quarter 2026, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the company adopted, modified or terminated a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or a non-Rule 10b5-1 trading arrangement.
Item 6. EXHIBITS
3.1
Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed on May 6, 2011 - Commission File Number 1-4825, and to Exhibit 3.1 to the Current Report on Form 8-K filed on June 20, 2013 - Commission File Number 1-4825)
3.2
Bylaws (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed on October 26, 2018 - Commission File Number 1-4825)
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
Certification pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).
101.INS
XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, has been formatted in Inline XBRL.
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.
(Registrant)
Date: October 30, 2026
By:
/s/ Alex G. Whitney
Alex G. Whitney
Vice President and Chief Accounting Officer
(Principal Accounting Officer and Duly Authorized Officer)