Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)
NOTE ABOUT FORWARD-LOOKING STATEMENTS
This report contains statements concerning our future results and performance that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include, without limitation, statements relating to: our expected future financial and operating performance; our plans, strategies, intentions and expectations; our capital structure and the sufficiency of our liquidity position to meet future cash requirements; our cash dividend framework, including our target percentage return to shareholders of Adjusted Funds Available for Distribution, including expected supplemental cash dividends and/or future share repurchases; future compliance with covenants in our debt agreements; our expectations concerning our contingent liabilities and the sufficiency of related reserves and accruals including, but not limited to, cost estimates of future litigation and environmental remediation; our provision for income taxes; expected capital expenditures; the expected cost, productivity and timing of the completion of a new wood products manufacturing facility; estimated returns on pension plan assets; expected market and general economic conditions, including related influencing factors such as the trajectory of U.S. housing construction activity, repair and remodel activity, inflation trends and interest rates and the potential impacts of U.S. trade policy; our expectations about our future opportunities in emerging carbon credit and carbon capture and storage markets 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:
●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, India 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, as well as our previously announced growth 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;
●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;
●transportation and labor availability and costs;
●the effect of forestry, land use, environmental and other governmental regulations;
●performance of pension fund investments and related derivatives;
●the effect of timing of employee retirements as it relates to the cost of pension benefits and changes in the market price of our common stock on charges for share-based compensation;
●the accuracy of our estimates of costs and expenses related to contingent liabilities and the accuracy of our estimates of charges related to casualty losses;
●changes in accounting principles and
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:
●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, 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 near-term 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.
The discussion below includes a number of publicly available data points, many of which are obtained from U.S. federal government institutions. Due to the federal government shutdown in February, availability of certain data points is limited to January or February 2026. All other data points are updated through first quarter 2026.
Housing market conditions have been mixed, with lower home sales but relatively steady building activity. Elevated mortgage interest rates, reduced affordability and weaker consumer confidence remain key factors influencing housing demand. While overall housing inventory remains historically low across many markets, inventories of unsold new and existing single-family units have stabilized after increasing through 2025. On a seasonally adjusted annual basis, as reported by the U.S. Census Bureau, housing starts for first quarter 2026 averaged 1.4 million units, a 7.2 percent increase from fourth quarter 2025. Single-family starts averaged 957 thousand units in first quarter 2026, a 3.5 percent increase from fourth quarter 2025. Multi-family starts averaged 462 thousand units in first quarter 2026, a 16.0 percent increase from fourth quarter 2025. Single-family construction is a primary driver of our business as 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 587 thousand units for January 2026, a 17.2 percent decrease from fourth quarter 2025, as affordability constraints and elevated financing costs continued to weigh on buyer demand despite ongoing builder incentives. Notwithstanding current macroeconomic uncertainty and potential impacts to housing demand, we expect a favorable U.S. housing construction market over the medium to long-term, supported by strong demographics in the key home buying age cohorts and a decade of under building.
Repair and remodeling expenditures increased 2.62 percent from fourth quarter 2025 to first quarter 2026, according to the Census Bureau Advance Retail Spending report. While there continues to be steady demand due to growing home equity and the lock-in effect of lower mortgage rates compared to current rates, many homeowners have been more cautious in discretionary spending on large projects. Professionally built segments were firmer than do-it-yourself (DIY) activity, though both continue to be restrained due to subdued consumer confidence, elevated interest rates and concerns around the trajectory of the economy. 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, operating capacity across the industry has come into a more normalized balance with measured demand, leading to price uplift across many commodity products. In first quarter 2026, the Random Lengths Framing Lumber Composite price averaged $435/MBF and the OSB Composite averaged $261/MSF. Over the course of first quarter 2026, composite prices for lumber increased from $385/MBF to $470/MBF and composite prices for OSB increased from $230/MSF to $265/MSF. The Framing Lumber Composite continued on an upward trajectory across most regions and species. Curtailments during the holiday season and some permanent closures in the fourth quarter of 2025, combined with leaner dealer inventories at the beginning of the quarter, contributed to the price increases. What had been a large divergence in lumber prices across regions and species narrowed in first quarter 2026, with Southern Yellow Pine showing particularly strong gains relative to other species. For OSB, product pricing showed modest improvement from the fourth quarter, as supply adjustments were not as pronounced as in lumber, reflecting relatively higher levels of OSB operating capacity across the U.S. and Canada.
In Western log markets, Douglas-fir sawlog prices increased 5.4 percent in first quarter 2026 compared with fourth quarter 2025, as reported by Fastmarkets RISI Log Lines based on Weyerhaeuser’s sales mix. Log prices in the domestic market rose as several mills returned to normal operations after year-end. In the South, delivered sawlog prices decreased 1.3 percent in first quarter 2026 compared to fourth quarter 2025 and declined 3.5 percent from first quarter 2025, as reported by TimberMart-South. Delivered pine pulpwood prices decreased 1.3 percent in first quarter 2026 compared to fourth quarter 2025 and declined 5.7 percent from first quarter 2025 as reported by TimberMart-South. In general, Southern log supply remains ample and wood product and fiber mills continue to align production with end-market demand. Pulpwood prices have been more challenged in several localized regions following mill closures in 2025 and slower end-use market demand.
Currency exchange rates, available supply from other countries and trade policy affect our export businesses. In Japan, total housing starts decreased 2.7 percent year-to-date through February compared to the same period in 2025, while the key Post and Beam segment saw a 7.3 percent increase, partly reflecting a backlog of permit applications following more stringent building requirements that took effect April 1, 2025. Slowing demand has been partially offset 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 is in the early stages of re-establishing 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 6.2 percent in fourth quarter 2025 to 6.4 percent in first quarter 2026, according to economic data from Freddie Mac. Many builders have been able to offset higher mortgage rates through discounts, mortgage rate buydowns and modifying product offerings such as home sizes and finishes. Higher rates have also locked in many existing homeowners from selling, thereby reducing inventories of existing homes for sale which has led to incremental demand for available new homes.
Increased inflation affects the cost of our operations across each of our business segments, including costs for raw materials, transportation, energy and labor. The Consumer Price Index increased at an annual rate of 3.3 percent as of March 2026 compared to 2.7 percent as of December 2025. This rate is markedly down from prior periods of elevated inflation, although the Iran conflict has led to markedly 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 decreased from 4.4 percent in fourth quarter 2025 to 4.3 percent in first quarter 2026. Weyerhaeuser is currently in active negotiations with members of the International Association of Machinists and Aerospace Workers union to establish a new collective bargaining agreement (CBA) covering approximately 1,200 Wood Products and Timberlands employees across four lumber mills and a portion of our Western Timberlands operations in Washington and Oregon. The employees covered by the current CBA, which will expire on May 31, 2026, last commenced a work stoppage in September 2022 that was resolved in October 2022. At this stage in the negotiations, there is no way to be certain about the occurrence or extent of any work stoppage.
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 First Quarter 2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QUARTER ENDED |
|
|
AMOUNT OF
CHANGE |
|
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES |
|
MARCH 2026 |
|
|
MARCH 2025 |
|
|
2026 VS. 2025 |
|
Net sales |
|
$ |
1,727 |
|
|
$ |
1,763 |
|
|
$ |
(36 |
) |
Costs of sales |
|
$ |
1,409 |
|
|
$ |
1,428 |
|
|
$ |
(19 |
) |
Operating income |
|
$ |
247 |
|
|
$ |
179 |
|
|
$ |
68 |
|
Net earnings |
|
$ |
156 |
|
|
$ |
83 |
|
|
$ |
73 |
|
Earnings per share, basic and diluted |
|
$ |
0.22 |
|
|
$ |
0.11 |
|
|
$ |
0.11 |
|
Comparing First Quarter 2026 with First Quarter 2025
Net sales
Net sales decreased $36 million – 2 percent – primarily due to a $123 million decrease in Wood Products net sales attributable to decreased sales realizations across most product lines, as well as a $26 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased log sales realizations and volumes in the Western region. These decreases were partially offset by a $113 million increase in Strategic Land Solutions net sales primarily due to a $94 million conservation easement sale in our Climate Solutions business.
Costs of sales
Costs of sales decreased $19 million – 1 percent – primarily due to decreased sales volumes for most products in our Wood Products segment.
Operating income
Operating income increased $68 million – 38 percent – primarily due to a $58 million increase in gain on sale of timberlands, as well as a $28 million increase in product remediation insurance recoveries (see Note 15: Timberland Divestitures and Note 13: Other Operating (Income) Costs, Net). These changes were partially offset by a $17 million decrease in consolidated gross margin (see discussion of components above).
Net earnings
Net earnings increased $73 million – 88 percent – primarily due to the $68 million increase in operating income discussed above, as well as a $5 million decrease in non-operating pension and other post-employment benefit costs.
TIMBERLANDS
How We Did First Quarter 2026
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|
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|
|
|
QUARTER ENDED |
|
|
AMOUNT OF
CHANGE |
|
DOLLAR AMOUNTS IN MILLIONS |
|
MARCH 2026 |
|
|
MARCH 2025 |
|
|
2026 VS. 2025 |
|
Net sales to unaffiliated customers: |
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|
|
|
|
|
|
|
|
Delivered logs: |
|
|
|
|
|
|
|
|
|
West |
|
$ |
144 |
|
|
$ |
169 |
|
|
$ |
(25 |
) |
South |
|
|
148 |
|
|
|
152 |
|
|
|
(4 |
) |
North |
|
|
14 |
|
|
|
14 |
|
|
|
— |
|
Subtotal delivered logs sales |
|
|
306 |
|
|
|
335 |
|
|
|
(29 |
) |
Stumpage and pay-as-cut timber |
|
|
10 |
|
|
|
10 |
|
|
|
— |
|
Recreational and other lease revenue |
|
|
20 |
|
|
|
19 |
|
|
|
1 |
|
Other(1) |
|
|
20 |
|
|
|
18 |
|
|
|
2 |
|
Subtotal net sales to unaffiliated customers |
|
|
356 |
|
|
|
382 |
|
|
|
(26 |
) |
Intersegment sales |
|
|
136 |
|
|
|
152 |
|
|
|
(16 |
) |
Total sales |
|
$ |
492 |
|
|
$ |
534 |
|
|
$ |
(42 |
) |
Costs of sales |
|
$ |
409 |
|
|
$ |
409 |
|
|
$ |
— |
|
Operating income and Net contribution to earnings |
|
$ |
115 |
|
|
$ |
102 |
|
|
$ |
13 |
|
(1)Other Timberlands sales include sales of seeds and seedlings from our nursery operations as well as wood chips.
Comparing First Quarter 2026 with First Quarter 2025
Net sales to unaffiliated customers
Net sales to unaffiliated customers decreased $26 million – 7 percent – primarily due to a $25 million decrease in Western log sales attributable to a 10 percent decrease in sales realizations, as well as a 6 percent decrease in sales volumes.
Intersegment sales
Intersegment sales decreased $16 million – 11 percent – primarily due to a 9 percent decrease in sales realizations, as well as a 2 percent decrease in sales volumes.
Costs of sales
Costs of sales remained consistent primarily due to an increase in Western and Southern freight costs, offset by decreased sales volumes.
Operating income and Net contribution to earnings
Operating income and net contribution to earnings increased $13 million – 13 percent – primarily due to a $58 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
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|
|
|
|
QUARTER ENDED |
|
|
AMOUNT OF
CHANGE |
|
VOLUMES IN THOUSANDS |
|
MARCH 2026 |
|
|
MARCH 2025 |
|
|
2026 VS. 2025 |
|
Third-party log sales – tons: |
|
|
|
|
|
|
|
|
|
West(1) |
|
|
1,347 |
|
|
|
1,428 |
|
|
|
(81 |
) |
South |
|
|
3,968 |
|
|
|
4,106 |
|
|
|
(138 |
) |
North |
|
|
205 |
|
|
|
192 |
|
|
|
13 |
|
Total |
|
|
5,520 |
|
|
|
5,726 |
|
|
|
(206 |
) |
Fee harvest volumes – tons: |
|
|
|
|
|
|
|
|
|
West(1) |
|
|
2,178 |
|
|
|
2,229 |
|
|
|
(51 |
) |
South |
|
|
5,915 |
|
|
|
6,133 |
|
|
|
(218 |
) |
North |
|
|
278 |
|
|
|
272 |
|
|
|
6 |
|
Total |
|
|
8,371 |
|
|
|
8,634 |
|
|
|
(263 |
) |
(1)Western logs are primarily transacted in thousand board feet (MBF) but are converted to ton equivalents for external reporting purposes.
STRATEGIC LAND SOLUTIONS
How We Did First Quarter 2026
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|
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|
|
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|
|
|
|
QUARTER ENDED |
|
|
AMOUNT OF
CHANGE |
|
DOLLAR AMOUNTS IN MILLIONS |
|
MARCH 2026 |
|
|
MARCH 2025 |
|
|
2026 VS. 2025 |
|
Net sales: |
|
|
|
|
|
|
|
|
|
Real estate |
|
$ |
69 |
|
|
$ |
62 |
|
|
$ |
7 |
|
Natural resources |
|
|
27 |
|
|
|
19 |
|
|
|
8 |
|
Climate solutions |
|
|
111 |
|
|
|
13 |
|
|
|
98 |
|
Total |
|
$ |
207 |
|
|
$ |
94 |
|
|
$ |
113 |
|
Costs of sales |
|
$ |
32 |
|
|
$ |
32 |
|
|
$ |
— |
|
Operating income and Net contribution to earnings |
|
$ |
169 |
|
|
$ |
56 |
|
|
$ |
113 |
|
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 2026 with First Quarter 2025
Net sales
Net sales increased $113 million – 120 percent – primarily due to a $94 million conservation easement sale in our Climate Solutions business, as well as increases in acres sold and average price per acre sold for our Real Estate business and an increase in royalty income from our Natural Resources business.
Costs of sales
Costs of sales remained consistent primarily due to an increase in commission costs for our Climate Solutions business, offset by a decrease in basis per acre sold for our Real Estate and Climate Solutions businesses.
Operating income and Net contribution to earnings
Operating income and net contribution to earnings increased $113 million – 202 percent – primarily due to the change in the components of gross margin, as discussed above.
REAL ESTATE SALES STATISTICS(1)
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|
|
|
|
|
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|
|
|
|
QUARTER ENDED |
|
|
AMOUNT OF
CHANGE |
|
|
|
MARCH 2026 |
|
|
MARCH 2025 |
|
|
2026 VS. 2025 |
|
Acres sold |
|
|
17,141 |
|
|
|
16,408 |
|
|
|
733 |
|
Average price per acre |
|
$ |
4,015 |
|
|
$ |
3,764 |
|
|
$ |
251 |
|
(1)Effective first quarter 2026, Real Estate sales statistics have been adjusted to reflect our updated presentation of business lines within the Strategic Land Solutions segment. Real Estate statistics for first quarter 2025 have been adjusted to present comparative data, with all changes attributable to the disaggregation of the Climate Solutions business.
WOOD PRODUCTS
How We Did First Quarter 2026
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|
|
|
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|
|
|
|
|
|
|
|
|
QUARTER ENDED |
|
|
AMOUNT OF
CHANGE |
|
DOLLAR AMOUNTS IN MILLIONS |
|
MARCH 2026 |
|
|
MARCH 2025 |
|
|
2026 VS. 2025 |
|
Net sales: |
|
|
|
|
|
|
|
|
|
Structural lumber |
|
$ |
478 |
|
|
$ |
527 |
|
|
$ |
(49 |
) |
Oriented strand board |
|
|
167 |
|
|
|
228 |
|
|
|
(61 |
) |
Engineered solid section |
|
|
155 |
|
|
|
161 |
|
|
|
(6 |
) |
Engineered I-joists |
|
|
72 |
|
|
|
88 |
|
|
|
(16 |
) |
Softwood plywood |
|
|
38 |
|
|
|
40 |
|
|
|
(2 |
) |
Medium density fiberboard |
|
|
31 |
|
|
|
32 |
|
|
|
(1 |
) |
Complementary building products |
|
|
143 |
|
|
|
125 |
|
|
|
18 |
|
Other products produced(1) |
|
|
80 |
|
|
|
86 |
|
|
|
(6 |
) |
Total |
|
$ |
1,164 |
|
|
$ |
1,287 |
|
|
$ |
(123 |
) |
Costs of sales |
|
$ |
1,087 |
|
|
$ |
1,114 |
|
|
$ |
(27 |
) |
Operating income and Net contribution to earnings |
|
$ |
42 |
|
|
$ |
106 |
|
|
$ |
(64 |
) |
(1)Other products produced sales include wood chips, other byproducts and third-party residual log sales from our Canadian Forestlands operations.
Comparing First Quarter 2026 with First Quarter 2025
Net sales
Net sales decreased $123 million – 10 percent – primarily due to:
●a $61 million decrease in oriented strand board sales attributable to a 26 percent decrease in sales realizations and a 2 percent decrease in sales volumes;
●a $49 million decrease in structural lumber sales attributable to a 5 percent decrease in sales volumes and a 4 percent decrease in sales realizations;
●a $16 million decrease in engineered I-joist sales attributable to an 11 percent decrease in sales volumes and an 8 percent decrease in sales realizations;
●a $6 million decrease in other products produced sales attributable to a decrease in residual log sales volumes and a decrease in chip sales realizations;
●a $6 million decrease in engineered solid section sales attributable to an 8 percent decrease in sales realizations, partially offset by a 6 percent increase in sales volumes and
●a $2 million decrease in softwood plywood sales attributable to a 4 percent decrease in sales realizations and a 2 percent decrease in sales volumes.
These decreases were partially offset by an $18 million increase in complementary building products sales attributable to an increase in sales volumes and realizations across most products.
Costs of sales
Costs of sales decreased $27 million – 2 percent – primarily due to decreased sales volumes for most products.
Operating income and Net contribution to earnings
Operating income and net contribution to earnings decreased $64 million – 60 percent – primarily due to the change in the components of gross margin, as discussed above, partially offset by a $28 million product remediation insurance recovery recorded in first quarter 2026 (refer to Note 13: Other Operating (Income) Costs, Net).
Third-Party Sales Volumes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QUARTER ENDED |
|
|
AMOUNT OF
CHANGE |
|
VOLUMES IN MILLIONS(1) |
|
MARCH 2026 |
|
|
MARCH 2025 |
|
|
2026 VS. 2025 |
|
Structural lumber – board feet |
|
|
1,081 |
|
|
|
1,138 |
|
|
|
(57 |
) |
Oriented strand board – square feet (3/8”) |
|
|
707 |
|
|
|
719 |
|
|
|
(12 |
) |
Engineered solid section – cubic feet |
|
|
5.6 |
|
|
|
5.3 |
|
|
|
0.3 |
|
Engineered I-joists – lineal feet |
|
|
31 |
|
|
|
35 |
|
|
|
(4 |
) |
Softwood plywood – square feet (3/8”) |
|
|
86 |
|
|
|
88 |
|
|
|
(2 |
) |
Medium density fiberboard – square feet (3/4”) |
|
|
26 |
|
|
|
27 |
|
|
|
(1 |
) |
(1)Sales volumes include internally produced products and products purchased for resale primarily through our distribution business.
PRODUCTION AND OUTSIDE PURCHASE VOLUMES
Outside purchase volumes are primarily purchased for resale through our distribution business. Production volumes are produced for sale through our own sales organizations and through our distribution business. Production of oriented strand board and engineered solid section are also used to manufacture engineered I-joists.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QUARTER ENDED |
|
|
AMOUNT OF
CHANGE |
|
VOLUMES IN MILLIONS |
|
MARCH 2026 |
|
|
MARCH 2025 |
|
|
2026 VS. 2025 |
|
Structural lumber – board feet: |
|
|
|
|
|
|
|
|
|
Production |
|
|
1,100 |
|
|
|
1,163 |
|
|
|
(63 |
) |
Outside purchase |
|
|
39 |
|
|
|
36 |
|
|
|
3 |
|
Total |
|
|
1,139 |
|
|
|
1,199 |
|
|
|
(60 |
) |
Oriented strand board – square feet (3/8”): |
|
|
|
|
|
|
|
|
|
Production |
|
|
742 |
|
|
|
743 |
|
|
|
(1 |
) |
Outside purchase |
|
|
18 |
|
|
|
18 |
|
|
|
— |
|
Total |
|
|
760 |
|
|
|
761 |
|
|
|
(1 |
) |
Engineered solid section – cubic feet: |
|
|
|
|
|
|
|
|
|
Production |
|
|
5.7 |
|
|
|
5.7 |
|
|
|
— |
|
Outside purchase |
|
|
2.1 |
|
|
|
2.1 |
|
|
|
— |
|
Total |
|
|
7.8 |
|
|
|
7.8 |
|
|
|
— |
|
Engineered I-joists – lineal feet: |
|
|
|
|
|
|
|
|
|
Production |
|
|
35 |
|
|
|
35 |
|
|
|
— |
|
Outside purchase |
|
|
1 |
|
|
|
1 |
|
|
|
— |
|
Total |
|
|
36 |
|
|
|
36 |
|
|
|
— |
|
Softwood plywood – square feet (3/8”): |
|
|
|
|
|
|
|
|
|
Production |
|
|
77 |
|
|
|
80 |
|
|
|
(3 |
) |
Outside purchase |
|
|
13 |
|
|
|
10 |
|
|
|
3 |
|
Total |
|
|
90 |
|
|
|
90 |
|
|
|
— |
|
Medium density fiberboard – square feet (3/4"): |
|
|
|
|
|
|
|
|
|
Production |
|
|
28 |
|
|
|
22 |
|
|
|
6 |
|
Total |
|
|
28 |
|
|
|
22 |
|
|
|
6 |
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QUARTER ENDED |
|
|
AMOUNT OF
CHANGE |
|
DOLLAR AMOUNTS IN MILLIONS |
|
MARCH 2026 |
|
|
MARCH 2025 |
|
|
2026 VS. 2025 |
|
Unallocated corporate function and variable compensation expense |
|
$ |
(44 |
) |
|
$ |
(42 |
) |
|
$ |
(2 |
) |
Liability classified share-based compensation |
|
|
— |
|
|
|
(1 |
) |
|
|
1 |
|
Foreign exchange loss |
|
|
(1 |
) |
|
|
— |
|
|
|
(1 |
) |
Elimination of intersegment profit in inventory and LIFO |
|
|
(11 |
) |
|
|
(18 |
) |
|
|
7 |
|
Other, net |
|
|
(23 |
) |
|
|
(24 |
) |
|
|
1 |
|
Operating loss |
|
|
(79 |
) |
|
|
(85 |
) |
|
|
6 |
|
Non-operating pension and other post-employment benefit costs |
|
|
(14 |
) |
|
|
(19 |
) |
|
|
5 |
|
Interest income and other |
|
|
4 |
|
|
|
5 |
|
|
|
(1 |
) |
Net charge to earnings |
|
$ |
(89 |
) |
|
$ |
(99 |
) |
|
$ |
10 |
|
Comparing First Quarter 2026 with First Quarter 2025
Net charge to earnings decreased $10 million – 10 percent – primarily due to a $7 million decrease in the charge for elimination of intersegment profit in inventory and LIFO and a $5 million decrease 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 2026 and
●$66 million for first quarter 2025.
Interest expense remained consistent compared to first quarter 2025 primarily due to a series of debt issuances and retirements throughout 2025 and 2026 that increased our outstanding debt, offset by a decrease in our weighted average interest rate.
INCOME TAXES
Our provision for income taxes was:
●a $15 million expense for first quarter 2026 and
●a $16 million expense for first quarter 2025.
Our provision for income taxes is primarily driven by the results of our TRSs. Income tax expense decreased $1 million compared to first quarter 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 March 31, 2026, we had $299 million in cash and cash equivalents, $1.75 billion of availability on our line of credit, which expires in June 2030, and $1.75 billion of availability on our commercial paper program. We believe we have sufficient liquidity to meet our cash requirements for the foreseeable future.
CASH FROM OPERATIONS
Consolidated net cash from operations was:
●$52 million for first quarter 2026 and
●$70 million for first quarter 2025.
Net cash from operations decreased $18 million primarily due to unfavorable changes in working capital, partially offset by a $21 million decrease in cash paid for taxes.
CASH FROM INVESTING ACTIVITIES
Consolidated net cash from investing activities was:
●$81 million for first quarter 2026 and
●$(97) million for first quarter 2025.
Net cash from investing activities increased $178 million primarily due to a $192 million increase in proceeds from the sale of timberlands, partially offset by a $19 million increase in cash paid for capital expenditures.
Summary of Capital Spending by Business Segment
|
|
|
|
|
|
|
|
|
|
|
QUARTER ENDED |
|
DOLLAR AMOUNTS IN MILLIONS |
|
MARCH 2026 |
|
|
MARCH 2025 |
|
Timberlands |
|
$ |
43 |
|
|
$ |
26 |
|
Wood Products |
|
|
69 |
|
|
|
67 |
|
Unallocated Items |
|
|
— |
|
|
|
— |
|
Total |
|
$ |
112 |
|
|
$ |
93 |
|
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 between $400 and $450 million, excluding approximately $300 million of investment in our Monticello engineered wood products facility. The amount we spend on capital expenditures could change.
CASH FROM FINANCING ACTIVITIES
Consolidated net cash from financing activities was:
●$(315) million for first quarter 2026 and
●$(97) million for first quarter 2025.
Net cash from financing activities decreased $218 million primarily due to a $299 million decrease in net proceeds from issuance of long-term debt, partially offset by a $60 million decrease in payments on long-term debt and a $15 million decrease in cash used for repurchases of common stock.
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 March 31, 2026 or December 31, 2025.
Refer to Note 8: Long-Term Debt, Line of Credit and Commercial Paper Program for further information.
Long-Term Debt
During first quarter 2026, we repaid our $150 million 7.70 percent debentures at maturity.
During first quarter 2025, we repaid our $139 million 8.50 percent debentures and our $71 million 7.95 percent debentures at maturity. We also entered into a $300 million senior unsecured term loan that will mature in April 2030. Net proceeds after fees were $299 million. Borrowings will bear interest at a floating rate based on either the adjusted term SOFR plus a spread or a mutually agreed-upon base rate plus a spread.
Refer to Note 8: Long-Term Debt, Line of Credit and Commercial Paper Program for further information.
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. There were no notes outstanding under this program as of March 31, 2026 or December 31, 2025.
Refer to Note 8: Long-Term Debt, Line of Credit and Commercial Paper Program for further information.
Interest Rate Swap Hedging Relationship
During third quarter 2025, we entered into interest rate swaps with the risk management objective of managing exposure to interest rate volatility by converting variable rate debt obligations associated with our $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 March 31, 2026, 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.
Refer to Note 9: Fair Value of Financial Instruments for further information.
Debt Covenants
As of March 31, 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:
●$151 million for first quarter 2026 and
●$152 million for first quarter 2025.
The decrease in dividends paid is due to a decrease in shares outstanding.
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
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 409,043 common shares for approximately $10 million (including transaction fees) during first quarter 2026 under the 2025 Repurchase Program. During first quarter 2025, we repurchased 845,049 common shares for approximately $25 million (including transaction fees) under the 2021 Repurchase Program. There were no unsettled shares as of March 31, 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QUARTER ENDED |
|
|
AMOUNT OF
CHANGE |
|
DOLLAR AMOUNTS IN MILLIONS |
|
MARCH 2026 |
|
|
MARCH 2025 |
|
|
2026 VS. 2025 |
|
Adjusted EBITDA by Segment: |
|
|
|
|
|
|
|
|
|
Timberlands |
|
$ |
120 |
|
|
$ |
167 |
|
|
$ |
(47 |
) |
Strategic Land Solutions |
|
|
193 |
|
|
|
82 |
|
|
|
111 |
|
Wood Products |
|
|
71 |
|
|
|
161 |
|
|
|
(90 |
) |
|
|
|
384 |
|
|
|
410 |
|
|
|
(26 |
) |
Unallocated Items |
|
|
(76 |
) |
|
|
(82 |
) |
|
|
6 |
|
Adjusted EBITDA |
|
$ |
308 |
|
|
$ |
328 |
|
|
$ |
(20 |
) |
We reconcile Adjusted EBITDA to net earnings for the consolidated company and to operating income (loss) for the business segments, as those are the most directly comparable U.S. GAAP measures for each.
The table below reconciles Adjusted EBITDA for the quarter ended March 31, 2026:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DOLLAR AMOUNTS IN MILLIONS |
|
Timberlands |
|
|
Strategic Land Solutions |
|
|
Wood
Products |
|
|
Unallocated
Items |
|
|
Total |
|
Adjusted EBITDA by Segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
156 |
|
Interest expense, net of capitalized interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66 |
|
Income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15 |
|
Net contribution (charge) to earnings |
|
$ |
115 |
|
|
$ |
169 |
|
|
$ |
42 |
|
|
$ |
(89 |
) |
|
$ |
237 |
|
Non-operating pension and other post-employment benefit costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
14 |
|
|
|
14 |
|
Interest income and other |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4 |
) |
|
|
(4 |
) |
Operating income (loss) |
|
|
115 |
|
|
|
169 |
|
|
|
42 |
|
|
|
(79 |
) |
|
|
247 |
|
Depreciation, depletion and amortization |
|
|
63 |
|
|
|
1 |
|
|
|
57 |
|
|
|
3 |
|
|
|
124 |
|
Basis of acres sold |
|
|
— |
|
|
|
23 |
|
|
|
— |
|
|
|
— |
|
|
|
23 |
|
Special items included in operating income (loss)(1)(2) |
|
|
(58 |
) |
|
|
— |
|
|
|
(28 |
) |
|
|
— |
|
|
|
(86 |
) |
Adjusted EBITDA |
|
$ |
120 |
|
|
$ |
193 |
|
|
$ |
71 |
|
|
$ |
(76 |
) |
|
$ |
308 |
|
(1)Operating income (loss) for Timberlands includes a pretax special item consisting of a $58 million gain on the sale of Virginia timberlands.
(2)Operating income (loss) for Wood Products includes a pretax special item consisting of a $28 million product remediation insurance recovery.
The table below reconciles Adjusted EBITDA for the quarter ended March 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DOLLAR AMOUNTS IN MILLIONS |
|
Timberlands |
|
|
Strategic Land Solutions |
|
|
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 acres sold |
|
|
— |
|
|
|
24 |
|
|
|
— |
|
|
|
— |
|
|
|
24 |
|
Adjusted EBITDA |
|
$ |
167 |
|
|
$ |
82 |
|
|
$ |
161 |
|
|
$ |
(82 |
) |
|
$ |
328 |
|
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 2026 |
|
|
MARCH 2025 |
|
Net cash from operations |
|
$ |
52 |
|
|
$ |
70 |
|
Capital expenditures |
|
|
(112 |
) |
|
|
(93 |
) |
FAD |
|
|
(60 |
) |
|
|
(23 |
) |
Cash from product remediation insurance recovery |
|
|
(28 |
) |
|
|
— |
|
Monticello engineered wood products facility capital expenditures |
|
|
30 |
|
|
|
16 |
|
Adjusted FAD |
|
$ |
(58 |
) |
|
$ |
(7 |
) |
Net cash from investing activities |
|
$ |
81 |
|
|
$ |
(97 |
) |
Net cash from financing activities |
|
$ |
(315 |
) |
|
$ |
(97 |
) |
Net Earnings and Net Earnings per Diluted Share Before Special Items
We use net earnings before special items and net earnings per diluted share before special items as key performance measures to evaluate the performance of the consolidated company. These measures should not be considered in isolation from, and are not intended to represent an alternative to, our results reported in accordance with U.S. GAAP. However, we believe the measures provide meaningful supplemental information for investors about our operating performance, better facilitate period to period comparisons and are widely used by analysts, lenders, rating agencies and other interested parties.
Net Earnings Before Special Items
|
|
|
|
|
|
|
|
|
|
|
QUARTER ENDED |
|
DOLLAR AMOUNTS IN MILLIONS |
|
MARCH 2026 |
|
|
MARCH 2025 |
|
Net earnings |
|
$ |
156 |
|
|
$ |
83 |
|
Gain on sale of timberlands |
|
|
(58 |
) |
|
|
— |
|
Product remediation insurance recovery |
|
|
(21 |
) |
|
|
— |
|
Net earnings before special items |
|
$ |
77 |
|
|
$ |
83 |
|
Net Earnings per Diluted Share Before Special Items
|
|
|
|
|
|
|
|
|
|
|
QUARTER ENDED |
|
|
|
MARCH 2026 |
|
|
MARCH 2025 |
|
Net earnings per diluted share |
|
$ |
0.22 |
|
|
$ |
0.11 |
|
Gain on sale of timberlands |
|
|
(0.08 |
) |
|
|
— |
|
Product remediation insurance recovery |
|
|
(0.03 |
) |
|
|
— |
|
Net earnings per diluted share before special items |
|
$ |
0.11 |
|
|
$ |
0.11 |
|
CRITICAL ACCOUNTING ESTIMATES
There have been no material changes during first quarter 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:
●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, 2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DOLLAR AMOUNTS IN MILLIONS |
|
2026 |
|
|
2027 |
|
|
2028 |
|
|
2029 |
|
|
2030 |
|
|
THEREAFTER |
|
|
TOTAL(1) |
|
|
FAIR VALUE |
|
Fixed-rate debt |
|
$ |
372 |
|
|
$ |
300 |
|
|
$ |
— |
|
|
$ |
750 |
|
|
$ |
750 |
|
|
$ |
1,935 |
|
|
$ |
4,107 |
|
|
$ |
4,021 |
|
Average interest rate |
|
|
5.68 |
% |
|
|
6.95 |
% |
|
|
— |
% |
|
|
4.00 |
% |
|
|
4.00 |
% |
|
|
5.40 |
% |
|
|
5.03 |
% |
|
N/A |
|
Variable-rate debt(2) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,050 |
|
|
$ |
— |
|
|
$ |
300 |
|
|
$ |
— |
|
|
$ |
1,350 |
|
|
$ |
1,350 |
|
(1)Excludes $33 million of unamortized discounts and capitalized debt expense.
(2)As of March 31, 2026, the weighted average interest rate for our variable-rate debt was 5.00 percent, excluding estimated patronage refunds and the impact of interest rate swaps.
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 March 31, 2026, 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 March 31, 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 first 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 first quarter 2026:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMON SHARE REPURCHASES DURING FIRST QUARTER 2026 |
|
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 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
938,405,144 |
|
February 1 – February 28 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
938,405,144 |
|
March 1 – March 31 |
|
|
409,043 |
|
|
$ |
24.45 |
|
|
|
409,043 |
|
|
$ |
928,405,205 |
|
Total |
|
|
409,043 |
|
|
$ |
24.45 |
|
|
|
409,043 |
|
|
|
|
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.
During first quarter 2026, we repurchased 409,043 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 March 31, 2026, we had remaining authorization of $928 million for future share repurchases.
Item 5. OTHER INFORMATION
Insider Trading Arrangements
During first 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) |
|
|
10.1 |
Form of Weyerhaeuser Company 2022 Long-Term Incentive Plan Performance Share Unit Award Terms and Conditions for Plan Year 2026 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 27, 2026 – 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 2026 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on January 27, 2026 – Commission File Number 1-4825) |
|
|
10.3 |
Weyerhaeuser Company Amended and Restated Annual Incentive Plan for Salaried Employees (as amended effective February 13, 2026) (incorporated by reference to Exhibit 10.u to the Annual Report on Form 10-K for the annual period ended December 31, 2025 - 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. |
|
|
32 |
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 |
|
|
104 |
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, has been formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
WEYERHAEUSER COMPANY |
|
(Registrant) |
|
|
|
|
|
|
Date: May 1, 2026 |
By: |
/s/ Alex G. Whitney |
|
|
Alex G. Whitney |
|
|
Vice President and Chief Accounting Officer |
|
|
(Principal Accounting Officer and Duly Authorized Officer) |