{ "ticker": "WY", "company": "WY", "filing_type": "10-K", "year_current": "2024", "year_prior": "2023", "summary": { "added": 50, "removed": 6, "modified": 74, "unchanged": 59, "total_current": 183, "total_prior": 139 }, "source": "SEC EDGAR", "url": "https://riskdiff.com/wy/2024-vs-2023/", "markdown_url": "https://riskdiff.com/wy/2024-vs-2023/index.md", "json_url": "https://riskdiff.com/wy/2024-vs-2023/index.json", "generated": "2026-06-01", "ai_summary": null, "risks": [ { "status": "ADDED", "current_title": "RISK MANAGEMENT", "prior_title": null, "current_body": "Our risk management program includes focused efforts on identifying, assessing and managing cybersecurity risk, including the following:  A robust information security training program that requires all company employees with access to our networks to participate in regular and mandatory training on how to be aware of, and help defend against, cyber risks, combined with periodic testing to measure the efficacy of our training efforts.  Alignment of our program with the National Institute of Standards and Technology Cybersecurity Framework to prevent, detect and respond to cyberattacks.  Ongoing adoption of a “zero trust” cybersecurity model.  Regular and robust testing of our systems to assess our vulnerability to cyber risk, which includes targeted penetration testing, tabletop incident response exercises, periodic audits of our systems by outside industry experts and regular vulnerability scanning.  A formal vendor risk assessment process to ensure any vendors with information access have appropriate security measures and practices in place.  Engaging external cybersecurity experts in incident response development and management.  Business continuity plans and critical recovery backup systems.  Insurance for damage to property caused by a cyberattack. Our chief information security officer (CISO) is primarily responsible for leading the technical team that assesses and manages cybersecurity risk for the company on a day-to-day basis. He and other members of the cybersecurity team have deep and broad experience and training in cybersecurity management, as well as relevant education and industry recognized certifications in information systems security." }, { "status": "ADDED", "current_title": "CYBERSECURITY INCIDENT RESPONSE PROCESS", "prior_title": null, "current_body": "We maintain and actively update a cybersecurity incident response plan that outlines the steps we take to identify, investigate and take action in response to any potentially material cyber incidents. Our response plan ensures that our Cyber Incident Response Team, which includes our CISO, members of our senior management team and select members of our legal staff, is timely informed of and consulted with respect to any potentially material cyber incidents." }, { "status": "ADDED", "current_title": "BOARD OVERSIGHT OF CYBER RISK", "prior_title": null, "current_body": "Members of management, including our CISO, regularly report on the company’s cybersecurity matters to both our board’s Audit Committee and to the full board, which has primary oversight responsibility in this area, as follows:  Our cybersecurity program and risks are specifically discussed at least three times per year (including as part of our discussions regarding enterprise risk management).  Our internal audit function’s reviews of our information security programs and controls are included in quarterly reports to the Audit Committee.  Current information security issues that arise during the year are discussed throughout the year if potentially significant to the company and are discussed with our chairman and Audit Committee chair between board meetings as appropriate." }, { "status": "ADDED", "current_title": "Subtotal net sales to unaffiliated customers", "prior_title": null, "current_body": "1,654 1,858 (204 ) Intersegment net sales 572 561 11" }, { "status": "ADDED", "current_title": "COMPARING 2023 WITH 2022", "prior_title": null, "current_body": "Net Sales Net sales decreased $2,510 million — 25 percent — primarily due to a $2,301 million decrease in Wood Products net sales to unaffiliated customers attributable to decreased sales realizations and sales volumes across most product lines, as well as a $204 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased log sales realizations in the Western region." }, { "status": "ADDED", "current_title": "COMPARING 2023 WITH 2022", "prior_title": null, "current_body": "Net Sales Net sales decreased $2,510 million — 25 percent — primarily due to a $2,301 million decrease in Wood Products net sales to unaffiliated customers attributable to decreased sales realizations and sales volumes across most product lines, as well as a $204 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased log sales realizations in the Western region." }, { "status": "ADDED", "current_title": "COMPARING 2023 WITH 2022", "prior_title": null, "current_body": "Net Sales Net sales decreased $2,510 million — 25 percent — primarily due to a $2,301 million decrease in Wood Products net sales to unaffiliated customers attributable to decreased sales realizations and sales volumes across most product lines, as well as a $204 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased log sales realizations in the Western region." }, { "status": "ADDED", "current_title": "Net earnings per diluted share before special items", "prior_title": null, "current_body": "$ 1.02 $ 3.02 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 nonrecurring 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, results reported in accordance with U.S. GAAP. However, we believe the measure provides meaningful supplemental information for our 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: DOLLAR AMOUNTS IN MILLIONS 2023 2022" }, { "status": "ADDED", "current_title": "Net cash from operations", "prior_title": null, "current_body": "$ 1,433 $ 2,832 Capital expenditures (447 ) (468 ) FAD $ 986 $ 2,364 Cash from product remediation insurance recoveries — (37 )" }, { "status": "ADDED", "current_title": "Net cash from financing activities", "prior_title": null, "current_body": "$ (1,342 ) $ (2,491 ) WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 57 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 57 Table of Contents Table of Contents Table of Contents" }, { "status": "ADDED", "current_title": "FOR THE THREE-YEAR PERIOD ENDED DECEMBER 31, 2023", "prior_title": null, "current_body": "DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES 2023 2022 2021" }, { "status": "ADDED", "current_title": "Common shares:", "prior_title": null, "current_body": "Balance at beginning of year $ 916 $ 934 $ 934 Issued for exercise of stock options and vested units 1 2 3 Repurchases of common shares (Note 14) (5 ) (20 ) (3 )" }, { "status": "ADDED", "current_title": "Other capital:", "prior_title": null, "current_body": "Balance at beginning of year 7,691 8,181 8,208 Issued for exercise of stock options 7 15 49 Repurchases of common shares (Note 14) (120 ) (530 ) (97 ) Share-based compensation 36 33 30 Other transactions, net (6 ) (8 ) (9 )" }, { "status": "ADDED", "current_title": "Retained earnings:", "prior_title": null, "current_body": "Balance at beginning of year 2,389 2,131 411 Net earnings 839 1,880 2,607 Dividends on common shares (1,219 ) (1,622 ) (887 )" }, { "status": "ADDED", "current_title": "Accumulated other comprehensive loss:", "prior_title": null, "current_body": "Balance at beginning of year (247 ) (479 ) (822 ) Other comprehensive (loss) income (46 ) 232 343" }, { "status": "ADDED", "current_title": "Dividends paid per common share", "prior_title": null, "current_body": "$ 1.66 $ 2.17 $ 1.18 See accompanying Notes to Consolidated Financial Statements. Notes to Consolidated Financial Statements WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 64 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 64 Table of Contents Table of Contents Table of Contents" }, { "status": "ADDED", "current_title": "GEOGRAPHIC AREAS", "prior_title": null, "current_body": "98 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 65 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 65 Table of Contents Table of Contents Table of Contents" }, { "status": "ADDED", "current_title": "NOTES TO CONSOLIDATED FINANCIAL STATEMENTS", "prior_title": null, "current_body": "NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESOur significant accounting policies describe:  our election to be taxed as a real estate investment trust,  how we report our results,  changes in how we report our results and  how we account for certain key items. OUR ELECTION TO BE TAXED AS A REAL ESTATE INVESTMENT TRUST (REIT)Our company is a REIT and REIT income can be distributed to shareholders without first paying corporate level tax, substantially eliminating the double taxation on income. We expect to derive most of our REIT income from investments in timberlands, including the sale of standing timber through pay-as-cut sales contracts and lump sum timber deeds. We continue to be required to pay federal corporate income taxes on earnings of our Taxable REIT Subsidiaries (TRSs), which include our Wood Products segment and portions of our Timberlands and Real Estate, Energy and Natural Resources (Real Estate & ENR) segments.HOW WE REPORT OUR RESULTSOur report includes:  consolidated financial statements,  our business segments,  estimates,  fair value measurements and  foreign currency translation. Consolidated Financial StatementsOur consolidated financial statements provide an overall view of our results and financial condition. They include our accounts and the accounts of entities that we control, including:  majority-owned domestic and foreign subsidiaries and  variable interest entities in which we are the primary beneficiary. 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.Our Business SegmentsReportable business segments are determined based on the company’s \"management approach,\" as defined by Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 280, Segment Reporting. The management approach is based on the way the chief operating decision maker organizes the segments within a company for making decisions about resources to be allocated and assessing their performance.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 and 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. SEGMENT PRODUCTS AND SERVICES Timberlands Logs, timber, recreational leases and other products. Real Estate & ENR Real Estate (sales of timberlands) and ENR (rights to explore for and extract hard minerals, construction materials, natural gas production, wind and solar). Wood Products Structural lumber, oriented strand board, engineered wood products and building materials distribution. WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 66 Table of Contents We also transfer raw materials, semi-finished materials and end products among our business segments. Because of this intracompany activity, accounting for our business segments involves pricing products transferred between our business segments at current market values.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.EstimatesWe prepare our financial statements according to U.S. generally accepted accounting principles (U.S. GAAP). This requires us to make estimates and assumptions during our reporting periods and at the date of our financial statements. The estimates and assumptions affect our:  reported amounts of assets, liabilities and equity;  disclosure of contingent assets and liabilities and  reported amounts of revenues and expenses. While we believe the assumptions used in preparing these estimates are appropriate and reasonable, actual results can and do differ from those estimates and assumptions.Fair Value MeasurementsWe use a fair value hierarchy in accounting for certain nonfinancial assets and liabilities including:  long-lived assets (asset groups) measured at fair value for an impairment assessment;  pension plan assets measured at fair value and  asset retirement obligations initially measured at fair value. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions.The fair value hierarchy consists of the following three levels:  Level 1: Inputs are unadjusted quoted prices for identical assets or liabilities traded in an active market.  Level 2: Inputs are quoted prices in non-active markets for which pricing inputs are observable either directly or indirectly at the reporting date.  Level 3: Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable. Foreign Currency TranslationWe translate foreign currencies into U.S. dollars in two ways:  assets and liabilities — at the exchange rates in effect as of our balance sheet date and  revenues and expenses — at average monthly exchange rates throughout the year. CHANGES IN HOW WE REPORT OUR RESULTSChanges in how we report our results come from:  reclassification of certain balances and results from prior years to make them consistent with our current reporting and  accounting changes made upon our adoption of new accounting guidance. ReclassificationsWe have reclassified certain balances and results from prior years to be consistent with our 2023 reporting. This makes balances comparable from year to year. Our reclassifications had no effect on consolidated net earnings or equity.HOW WE ACCOUNT FOR CERTAIN KEY ITEMSThis section provides information about how we account for certain key items related to:  capital investments,  financing our business and  our operations. ITEMS RELATED TO CAPITAL INVESTMENTSKey items related to accounting for capital investments pertain to property and equipment, timber and timberlands and impairment of long-lived assets.WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 67 Table of Contents Property and EquipmentWe maintain property accounts on an individual asset basis and account for them as follows:  Improvements to and replacements of major units of property are capitalized.  Maintenance, repairs and minor replacements are expensed.  Depreciation is calculated using a straight-line method at rates based on estimated service lives.  Costs associated with logging roads that we intend to utilize for a period longer than one year are capitalized. These roads are then amortized over an estimated service life.  Cost and accumulated depreciation of property sold or retired are removed from the accounts and the gain or loss is included in earnings. Timber and TimberlandsWe carry timber and timberlands at cost less depletion. Depletion refers to the carrying value of timber that is harvested or sold.Key activities affecting how we account for timber and timberlands include:  reforestation,  depletion and  forest management in Canada. Reforestation. Generally, we capitalize initial site preparation and planting costs as reforestation and then expense costs after the first planting as they are incurred or over the period of expected benefit. These expensed costs include:  fertilization,  vegetation and insect control,  pruning and precommercial thinning and  property taxes. Accounting practices for these costs do not change when timber becomes merchantable and harvesting starts.Timber Depletion. To determine depletion rates, we divide the net carrying value of timber by the related volume of timber estimated to be available over the growth cycle. To determine the growth cycle volume of timber, we consider:  regulatory and environmental constraints,  our management strategies,  inventory data improvements,  growth rate revisions and recalibrations and  known dispositions and inoperable acres. In addition, the duration of the harvest cycle varies by geographic region and species of timber.Depletion rate calculations do not include estimates for:  future silviculture or sustainable forest management costs associated with existing stands;  future reforestation costs associated with a stand's final harvest and  future volume in connection with the replanting of a stand subsequent to its final harvest. We include the cost of timber harvested in the carrying values of raw materials and product inventories. As these inventories are sold to third parties, we include them in costs of sales.Forest Management in Canada. We manage timberlands under long-term licenses in various Canadian provinces that are:  granted by the provincial governments;  granted for initial periods of 15 to 25 years and  renewable provided we meet reforestation, operating and management guidelines. Calculation of the fees we pay on the timber we harvest:  varies from province to province,  is tied to product market pricing and  depends upon the allocation of land management responsibilities in the license. WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 68 Table of Contents Impairment of Long-Lived AssetsWe review the carrying value of long-lived assets whenever an event or a change in circumstance indicates that the carrying value of the asset or asset group may not be recoverable through future operations. The carrying value is the original cost, less accumulated depreciation and any past impairments recorded. If we evaluate recoverability, we are required to estimate future cash flows and residual values of the asset or asset group. Key assumptions used in developing estimates of future cash flows and residual values could include probability of alternative outcomes, product pricing, raw material cost and product sales. An impairment occurs when the carrying value of a long-lived asset is greater than the amount that could be recovered from the estimated undiscounted future cash flows of the asset and greater than fair market value (the amount we could receive if we were to sell the asset). Impaired assets held for use are written down to fair value, while impaired assets held for sale are written down to fair value less cost to sell. We determine fair value based on:  appraisals,  market pricing of comparable assets,  discounted value of estimated future cash flows from the asset,  replacement values of comparable assets and  agreed upon sale price or offer price. Key assumptions used in developing estimates of fair value would include the estimated future cash flows used to assess recoverability, discount rates and probability of alternative outcomes. ITEMS RELATED TO FINANCING OUR BUSINESSKey items related to financing our business include financial instruments, cash equivalents and concentration of risk.Financial InstrumentsWe estimate the fair value of financial instruments where appropriate. The assumptions we use — including the discount rate and estimates of cash flows — can significantly affect the fair value. These values are estimates and may not match the amounts we would realize upon sale or settlement of our financial positions.Cash EquivalentsCash equivalents are investments with maturities of 90 days or less at the date of purchase. We state cash equivalents at cost, which approximates market.Concentration of RiskWe disclose customers that represent a concentration of risk. As of December 31, 2023, and December 31, 2022, no customer accounted for 10 percent or more of our net sales.ITEMS RELATED TO OPERATIONSKey items related to operations include revenue recognition, inventories, shipping and handling costs, income taxes, pension and other post-employment benefit plans and contingent liabilities.Revenue RecognitionRefer to Note 3: Revenue Recognition for details on how we account for revenue.InventoriesWe state inventories at the lower of cost or net realizable value. Cost includes labor, materials and production overhead. LIFO applies to major inventory products held at our U.S. domestic locations. We began to use the LIFO method for domestic products in the 1940s as required to conform with the tax method elected. Subsequent acquisitions of entities added new products under the moving average cost or FIFO — the first-in, first-out — methods and those products continue to be recognized under those methods. The moving average cost or FIFO method applies to the balance of our domestic raw material and product inventories, all material and supply inventories and all foreign inventories.Shipping and Handling CostsWe classify shipping and handling costs in \"Costs of sales\" in our Consolidated Statement of Operations.Income TaxesWe account for income taxes under the asset and liability method. Unrecognized tax benefits represent potential future funding obligations to taxing authorities if uncertain tax positions we have taken on previously filed tax returns are not sustained. Accrued interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense.WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 69 Table of Contents We recognize deferred tax assets and liabilities to reflect:  future tax consequences due to differences between the carrying amounts for financial reporting purposes and the tax bases of certain items and  net operating loss and tax credit carryforwards. To measure deferred tax assets and liabilities, we:  determine when the differences between carrying amounts and tax bases of affected items are expected to be recovered or resolved and  use enacted tax rates expected to apply to taxable income in those years. Pension and Other Post-Employment Benefit PlansWe recognize the overfunded or underfunded status of our defined benefit pension and other post-employment benefit plans on our Consolidated Balance Sheet and recognize changes in the funded status through comprehensive income (loss) in the year in which the changes occur.Actuarial valuations determine the amount of the pension and other post-employment benefit obligations and the net periodic benefit cost we recognize. The net periodic benefit cost includes:  cost of benefits provided in exchange for employees’ services rendered during the year;  interest cost of the obligations;  expected long-term return on plan assets;  gains or losses on plan settlements and curtailments;  amortization of prior service costs and plan amendments over the average remaining service period of the active employee group covered by the plans or the average remaining life expectancy in situations where the participants affected by the plan amendment are inactive and  amortization of cumulative unrecognized net actuarial gains and losses — generally in excess of 10 percent of the greater of the benefit obligation or the combination of market-related and fair value of plan assets at the beginning of the year — over the average remaining service period of the active employee group covered by the plans or the average remaining life expectancy in situations where the plan participants are inactive. Pension plans. We have defined benefit pension plans covering approximately 40 percent of our employees. Determination of benefits differs for salaried, hourly and union employees as follows:  Salaried employee benefits are based on each employee’s highest monthly earnings for five consecutive years during the final 10 years before retirement.  Hourly and union employee benefits generally are stated amounts for each year of service.  Union employee benefits are set through collective-bargaining agreements. We contribute to our U.S. and Canadian pension plans according to established funding standards. The funding standards for the plans are:  U.S. pension plans — according to the Employee Retirement Income Security Act of 1974 and  Canadian pension plans — according to the applicable provincial pension act and the Income Tax Act. Post-employment benefits other than pensions. We provide certain post-employment healthcare and life insurance benefits for some retired employees. In some cases, we pay a portion of the cost of the benefit. Note 8: Pension and Other Post-Employment Benefit Plans provides additional information about our post-employment benefit plans.Estimates for pension and other post-employment benefit plans. Estimates we use in accounting for our pension and other post-employment benefit plans include the:  fair value of our plan assets;  expected long-term rate of return on plan assets and  discount rates. At the end of every year, we review our estimates with external advisers and make adjustments as appropriate. We use these estimates to calculate plan asset and liability information as of year-end as well as pension and post-employment expense for the following year. Actual experience that differs from our estimates and subsequent changes in our estimates could have a significant effect on our financial position, results of operations and cash flows.Fair value of plan assets. Plan assets are assets of the pension plan trusts that fund the benefits provided under the pension plans. The fair value of our plan assets estimates the amount that would be received if we were to sell each asset in an orderly transaction between market participants at the reporting date. We estimate the fair value of these assets based on the information available during the year-end reporting process. Refer to Note 8: Pension and Other Post-Employment Benefit Plans for information about the assets held within our pension plans and their related valuation methods.WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 70 Table of Contents Expected long-term rate of return on plan assets. Our expected long-term rate of return is our estimate of the return that our plan assets will earn over time. This rate is used in determining the net periodic benefit or cost we recognize for our plans.Factors we consider in determining our expected long-term rate of return include:  historical returns for a portfolio of assets similar to our expected allocation and  expected future performance of similar asset classes. The actual return on plan assets in any given year may vary from our expected long-term rate of return. Actual returns on plan assets affect the funded status of the plans. Differences between actual returns on plan assets and the expected long-term rate of return are reflected as adjustments to accumulated other comprehensive loss, a component of total equity.Discount rates. Discount rates are used to estimate the net present value of our plan obligations. The discount rates are determined at the measurement date by matching current spot rates of high-quality corporate bonds with maturities similar to the timing of expected cash outflows for benefits.Contingent LiabilitiesWe are subject to lawsuits, investigations and other claims related to environmental remediation, product and other matters, and are required to assess the likelihood of any adverse judgments or outcomes to these matters, as well as the amount or range of potential loss.We record contingent liabilities when:  it becomes probable that a loss has been incurred and  the amount of loss can be reasonably estimated. Assessing probability of loss and estimating the amount of loss can require analysis of multiple factors, such as:  historical experience,  evaluations of relevant legal and environmental authorities and regulations,  judgments about the potential actions of third-party claimants and courts and  consideration of potential environmental remediation methods. In addition to contingent liabilities recorded for probable losses, we disclose contingent liabilities when there is a reasonable possibility that a loss may have been incurred.Recorded contingent liabilities are based on the best information available and actual losses in any future period are inherently uncertain. Future expenditures for environmental remediation obligations are not discounted to their present value. If estimated probable future losses or actual losses exceed our recorded liability for such claims, we record additional charges. These exposures and proceedings can be significant and the ultimate outcomes could be material to our operating results or cash flows in any given period. Recoveries of environmental remediation costs from other parties are recorded as assets when the recovery is deemed probable and does not exceed the amount of losses previously recorded. See Note 13: Legal Proceedings, Commitments and Contingencies for more information.NEW ACCOUNTING PRONOUNCEMENTSSegment Reporting In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07,\"Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures\", which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The new guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of the new guidance will not impact our Consolidated Statement of Operations, Consolidated Balance Sheet or Consolidated Statement of Cash Flows. We plan to incorporate these expanded disclosures beginning in fourth quarter 2024. Income Taxes In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which expands annual income tax disclosures to disaggregate rate reconciliations and income taxes paid by nature and jurisdiction. The new guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. ASU 2023-09 should be applied on a prospective basis, however, retrospective application is permitted. The adoption of the new guidance will not impact our Consolidated Statement of Operations, Consolidated Balance Sheet or Consolidated Statement of Cash Flows. We plan to incorporate these expanded disclosures beginning in fourth quarter 2025." }, { "status": "ADDED", "current_title": "NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES", "prior_title": null, "current_body": "Our significant accounting policies describe:  our election to be taxed as a real estate investment trust,  how we report our results,  changes in how we report our results and  how we account for certain key items. OUR ELECTION TO BE TAXED AS A REAL ESTATE INVESTMENT TRUST (REIT)Our company is a REIT and REIT income can be distributed to shareholders without first paying corporate level tax, substantially eliminating the double taxation on income. We expect to derive most of our REIT income from investments in timberlands, including the sale of standing timber through pay-as-cut sales contracts and lump sum timber deeds. We continue to be required to pay federal corporate income taxes on earnings of our Taxable REIT Subsidiaries (TRSs), which include our Wood Products segment and portions of our Timberlands and Real Estate, Energy and Natural Resources (Real Estate & ENR) segments." }, { "status": "ADDED", "current_title": "OUR ELECTION TO BE TAXED AS A REAL ESTATE INVESTMENT TRUST (REIT)", "prior_title": null, "current_body": "Our company is a REIT and REIT income can be distributed to shareholders without first paying corporate level tax, substantially eliminating the double taxation on income. We expect to derive most of our REIT income from investments in timberlands, including the sale of standing timber through pay-as-cut sales contracts and lump sum timber deeds. We continue to be required to pay federal corporate income taxes on earnings of our Taxable REIT Subsidiaries (TRSs), which include our Wood Products segment and portions of our Timberlands and Real Estate, Energy and Natural Resources (Real Estate & ENR) segments." }, { "status": "ADDED", "current_title": "HOW WE REPORT OUR RESULTS", "prior_title": null, "current_body": "Our report includes:  consolidated financial statements,  our business segments,  estimates,  fair value measurements and  foreign currency translation. Consolidated Financial StatementsOur consolidated financial statements provide an overall view of our results and financial condition. They include our accounts and the accounts of entities that we control, including:  majority-owned domestic and foreign subsidiaries and  variable interest entities in which we are the primary beneficiary. They do not include our intercompany transactions and accounts, which are eliminated." }, { "status": "ADDED", "current_title": "Consolidated Financial Statements", "prior_title": null, "current_body": "Our consolidated financial statements provide an overall view of our results and financial condition. They include our accounts and the accounts of entities that we control, including:  majority-owned domestic and foreign subsidiaries and  variable interest entities in which we are the primary beneficiary. 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. Notes to Consolidated Financial Statements Our Business SegmentsReportable business segments are determined based on the company’s \"management approach,\" as defined by Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 280, Segment Reporting. The management approach is based on the way the chief operating decision maker organizes the segments within a company for making decisions about resources to be allocated and assessing their performance.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 and 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. SEGMENT PRODUCTS AND SERVICES Timberlands Logs, timber, recreational leases and other products. Real Estate & ENR Real Estate (sales of timberlands) and ENR (rights to explore for and extract hard minerals, construction materials, natural gas production, wind and solar). Wood Products Structural lumber, oriented strand board, engineered wood products and building materials distribution. WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 66 Table of Contents We also transfer raw materials, semi-finished materials and end products among our business segments. Because of this intracompany activity, accounting for our business segments involves pricing products transferred between our business segments at current market values.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." }, { "status": "ADDED", "current_title": "Our Business Segments", "prior_title": null, "current_body": "Reportable business segments are determined based on the company’s \"management approach,\" as defined by Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 280, Segment Reporting. The management approach is based on the way the chief operating decision maker organizes the segments within a company for making decisions about resources to be allocated and assessing their performance. 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 and 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. SEGMENT PRODUCTS AND SERVICES Timberlands Logs, timber, recreational leases and other products. Real Estate & ENR Real Estate (sales of timberlands) and ENR (rights to explore for and extract hard minerals, construction materials, natural gas production, wind and solar). Wood Products Structural lumber, oriented strand board, engineered wood products and building materials distribution. WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 66 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 66 Table of Contents Table of Contents Table of Contents We also transfer raw materials, semi-finished materials and end products among our business segments. Because of this intracompany activity, accounting for our business segments involves pricing products transferred between our business segments at current market values. 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. EstimatesWe prepare our financial statements according to U.S. generally accepted accounting principles (U.S. GAAP). This requires us to make estimates and assumptions during our reporting periods and at the date of our financial statements. The estimates and assumptions affect our:  reported amounts of assets, liabilities and equity;  disclosure of contingent assets and liabilities and  reported amounts of revenues and expenses. While we believe the assumptions used in preparing these estimates are appropriate and reasonable, actual results can and do differ from those estimates and assumptions. Estimates We prepare our financial statements according to U.S. generally accepted accounting principles (U.S. GAAP). This requires us to make estimates and assumptions during our reporting periods and at the date of our financial statements. The estimates and assumptions affect our:  reported amounts of assets, liabilities and equity;  disclosure of contingent assets and liabilities and  reported amounts of revenues and expenses. While we believe the assumptions used in preparing these estimates are appropriate and reasonable, actual results can and do differ from those estimates and assumptions. Fair Value MeasurementsWe use a fair value hierarchy in accounting for certain nonfinancial assets and liabilities including:  long-lived assets (asset groups) measured at fair value for an impairment assessment;  pension plan assets measured at fair value and  asset retirement obligations initially measured at fair value. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions.The fair value hierarchy consists of the following three levels:" }, { "status": "ADDED", "current_title": "Fair Value Measurements", "prior_title": null, "current_body": "We use a fair value hierarchy in accounting for certain nonfinancial assets and liabilities including:  long-lived assets (asset groups) measured at fair value for an impairment assessment;  pension plan assets measured at fair value and  asset retirement obligations initially measured at fair value. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The fair value hierarchy consists of the following three levels:  Level 1: Inputs are unadjusted quoted prices for identical assets or liabilities traded in an active market.  Level 2: Inputs are quoted prices in non-active markets for which pricing inputs are observable either directly or indirectly at the reporting date.  Level 3: Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.  Level 1: Inputs are unadjusted quoted prices for identical assets or liabilities traded in an active market.  Level 2: Inputs are quoted prices in non-active markets for which pricing inputs are observable either directly or indirectly at the reporting date.  Level 3: Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable. Foreign Currency TranslationWe translate foreign currencies into U.S. dollars in two ways:  assets and liabilities — at the exchange rates in effect as of our balance sheet date and  revenues and expenses — at average monthly exchange rates throughout the year." }, { "status": "ADDED", "current_title": "Foreign Currency Translation", "prior_title": null, "current_body": "We translate foreign currencies into U.S. dollars in two ways:  assets and liabilities — at the exchange rates in effect as of our balance sheet date and  revenues and expenses — at average monthly exchange rates throughout the year." }, { "status": "ADDED", "current_title": "CHANGES IN HOW WE REPORT OUR RESULTS", "prior_title": null, "current_body": "Changes in how we report our results come from:  reclassification of certain balances and results from prior years to make them consistent with our current reporting and  accounting changes made upon our adoption of new accounting guidance. ReclassificationsWe have reclassified certain balances and results from prior years to be consistent with our 2023 reporting. This makes balances comparable from year to year. Our reclassifications had no effect on consolidated net earnings or equity." }, { "status": "ADDED", "current_title": "Reclassifications", "prior_title": null, "current_body": "We have reclassified certain balances and results from prior years to be consistent with our 2023 reporting. This makes balances comparable from year to year. Our reclassifications had no effect on consolidated net earnings or equity." }, { "status": "ADDED", "current_title": "HOW WE ACCOUNT FOR CERTAIN KEY ITEMS", "prior_title": null, "current_body": "This section provides information about how we account for certain key items related to:  capital investments,  financing our business and  our operations." }, { "status": "ADDED", "current_title": "ITEMS RELATED TO CAPITAL INVESTMENTS", "prior_title": null, "current_body": "Key items related to accounting for capital investments pertain to property and equipment, timber and timberlands and impairment of long-lived assets. WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 67 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 67 Table of Contents Table of Contents Table of Contents Property and EquipmentWe maintain property accounts on an individual asset basis and account for them as follows:  Improvements to and replacements of major units of property are capitalized.  Maintenance, repairs and minor replacements are expensed.  Depreciation is calculated using a straight-line method at rates based on estimated service lives.  Costs associated with logging roads that we intend to utilize for a period longer than one year are capitalized. These roads are then amortized over an estimated service life.  Cost and accumulated depreciation of property sold or retired are removed from the accounts and the gain or loss is included in earnings." }, { "status": "ADDED", "current_title": "Property and Equipment", "prior_title": null, "current_body": "We maintain property accounts on an individual asset basis and account for them as follows:  Improvements to and replacements of major units of property are capitalized.  Maintenance, repairs and minor replacements are expensed.  Depreciation is calculated using a straight-line method at rates based on estimated service lives.  Costs associated with logging roads that we intend to utilize for a period longer than one year are capitalized. These roads are then amortized over an estimated service life.  Cost and accumulated depreciation of property sold or retired are removed from the accounts and the gain or loss is included in earnings. Timber and TimberlandsWe carry timber and timberlands at cost less depletion. Depletion refers to the carrying value of timber that is harvested or sold.Key activities affecting how we account for timber and timberlands include:  reforestation,  depletion and  forest management in Canada. Reforestation. Generally, we capitalize initial site preparation and planting costs as reforestation and then expense costs after the first planting as they are incurred or over the period of expected benefit. These expensed costs include:  fertilization,  vegetation and insect control,  pruning and precommercial thinning and  property taxes. Accounting practices for these costs do not change when timber becomes merchantable and harvesting starts.Timber Depletion. To determine depletion rates, we divide the net carrying value of timber by the related volume of timber estimated to be available over the growth cycle. To determine the growth cycle volume of timber, we consider:  regulatory and environmental constraints,  our management strategies,  inventory data improvements,  growth rate revisions and recalibrations and  known dispositions and inoperable acres. In addition, the duration of the harvest cycle varies by geographic region and species of timber.Depletion rate calculations do not include estimates for:  future silviculture or sustainable forest management costs associated with existing stands;  future reforestation costs associated with a stand's final harvest and  future volume in connection with the replanting of a stand subsequent to its final harvest. We include the cost of timber harvested in the carrying values of raw materials and product inventories. As these inventories are sold to third parties, we include them in costs of sales.Forest Management in Canada. We manage timberlands under long-term licenses in various Canadian provinces that are:  granted by the provincial governments;  granted for initial periods of 15 to 25 years and  renewable provided we meet reforestation, operating and management guidelines. Calculation of the fees we pay on the timber we harvest:  varies from province to province,  is tied to product market pricing and  depends upon the allocation of land management responsibilities in the license." }, { "status": "ADDED", "current_title": "Timber and Timberlands", "prior_title": null, "current_body": "We carry timber and timberlands at cost less depletion. Depletion refers to the carrying value of timber that is harvested or sold. Key activities affecting how we account for timber and timberlands include:  reforestation,  depletion and  forest management in Canada. Reforestation. Generally, we capitalize initial site preparation and planting costs as reforestation and then expense costs after the first planting as they are incurred or over the period of expected benefit. These expensed costs include:  fertilization,  vegetation and insect control,  pruning and precommercial thinning and  property taxes. Accounting practices for these costs do not change when timber becomes merchantable and harvesting starts. Timber Depletion. To determine depletion rates, we divide the net carrying value of timber by the related volume of timber estimated to be available over the growth cycle. To determine the growth cycle volume of timber, we consider:  regulatory and environmental constraints,  our management strategies,  inventory data improvements,  growth rate revisions and recalibrations and  known dispositions and inoperable acres. In addition, the duration of the harvest cycle varies by geographic region and species of timber. Depletion rate calculations do not include estimates for:  future silviculture or sustainable forest management costs associated with existing stands;  future reforestation costs associated with a stand's final harvest and  future volume in connection with the replanting of a stand subsequent to its final harvest. We include the cost of timber harvested in the carrying values of raw materials and product inventories. As these inventories are sold to third parties, we include them in costs of sales. Forest Management in Canada. We manage timberlands under long-term licenses in various Canadian provinces that are:  granted by the provincial governments;  granted for initial periods of 15 to 25 years and 15 25 years  renewable provided we meet reforestation, operating and management guidelines. Calculation of the fees we pay on the timber we harvest:  varies from province to province,  is tied to product market pricing and  depends upon the allocation of land management responsibilities in the license. WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 68 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 68 Table of Contents Table of Contents Table of Contents Impairment of Long-Lived AssetsWe review the carrying value of long-lived assets whenever an event or a change in circumstance indicates that the carrying value of the asset or asset group may not be recoverable through future operations. The carrying value is the original cost, less accumulated depreciation and any past impairments recorded. If we evaluate recoverability, we are required to estimate future cash flows and residual values of the asset or asset group. Key assumptions used in developing estimates of future cash flows and residual values could include probability of alternative outcomes, product pricing, raw material cost and product sales. An impairment occurs when the carrying value of a long-lived asset is greater than the amount that could be recovered from the estimated undiscounted future cash flows of the asset and greater than fair market value (the amount we could receive if we were to sell the asset). Impaired assets held for use are written down to fair value, while impaired assets held for sale are written down to fair value less cost to sell. We determine fair value based on:  appraisals,  market pricing of comparable assets,  discounted value of estimated future cash flows from the asset,  replacement values of comparable assets and  agreed upon sale price or offer price." }, { "status": "ADDED", "current_title": "ITEMS RELATED TO FINANCING OUR BUSINESS", "prior_title": null, "current_body": "Key items related to financing our business include financial instruments, cash equivalents and concentration of risk. Financial InstrumentsWe estimate the fair value of financial instruments where appropriate. The assumptions we use — including the discount rate and estimates of cash flows — can significantly affect the fair value. These values are estimates and may not match the amounts we would realize upon sale or settlement of our financial positions." }, { "status": "ADDED", "current_title": "Financial Instruments", "prior_title": null, "current_body": "We estimate the fair value of financial instruments where appropriate. The assumptions we use — including the discount rate and estimates of cash flows — can significantly affect the fair value. These values are estimates and may not match the amounts we would realize upon sale or settlement of our financial positions. Cash EquivalentsCash equivalents are investments with maturities of 90 days or less at the date of purchase. We state cash equivalents at cost, which approximates market." }, { "status": "ADDED", "current_title": "Cash Equivalents", "prior_title": null, "current_body": "Cash equivalents are investments with maturities of 90 days or less at the date of purchase. We state cash equivalents at cost, which approximates market. Concentration of RiskWe disclose customers that represent a concentration of risk. As of December 31, 2023, and December 31, 2022, no customer accounted for 10 percent or more of our net sales." }, { "status": "ADDED", "current_title": "Concentration of Risk", "prior_title": null, "current_body": "We disclose customers that represent a concentration of risk. As of December 31, 2023, and December 31, 2022, no customer accounted for 10 percent or more of our net sales." }, { "status": "ADDED", "current_title": "ITEMS RELATED TO OPERATIONS", "prior_title": null, "current_body": "Key items related to operations include revenue recognition, inventories, shipping and handling costs, income taxes, pension and other post-employment benefit plans and contingent liabilities. Revenue RecognitionRefer to Note 3: Revenue Recognition for details on how we account for revenue." }, { "status": "ADDED", "current_title": "Revenue Recognition", "prior_title": null, "current_body": "Refer to Note 3: Revenue Recognition for details on how we account for revenue. Note 3: Revenue Recognition InventoriesWe state inventories at the lower of cost or net realizable value. Cost includes labor, materials and production overhead. LIFO applies to major inventory products held at our U.S. domestic locations. We began to use the LIFO method for domestic products in the 1940s as required to conform with the tax method elected. Subsequent acquisitions of entities added new products under the moving average cost or FIFO — the first-in, first-out — methods and those products continue to be recognized under those methods. The moving average cost or FIFO method applies to the balance of our domestic raw material and product inventories, all material and supply inventories and all foreign inventories." }, { "status": "ADDED", "current_title": "Inventories", "prior_title": null, "current_body": "We state inventories at the lower of cost or net realizable value. Cost includes labor, materials and production overhead. LIFO applies to major inventory products held at our U.S. domestic locations. We began to use the LIFO method for domestic products in the 1940s as required to conform with the tax method elected. Subsequent acquisitions of entities added new products under the moving average cost or FIFO — the first-in, first-out — methods and those products continue to be recognized under those methods. The moving average cost or FIFO method applies to the balance of our domestic raw material and product inventories, all material and supply inventories and all foreign inventories. Shipping and Handling CostsWe classify shipping and handling costs in \"Costs of sales\" in our Consolidated Statement of Operations." }, { "status": "ADDED", "current_title": "Shipping and Handling Costs", "prior_title": null, "current_body": "We classify shipping and handling costs in \"Costs of sales\" in our Consolidated Statement of Operations. Consolidated Statement of Operations Income TaxesWe account for income taxes under the asset and liability method. Unrecognized tax benefits represent potential future funding obligations to taxing authorities if uncertain tax positions we have taken on previously filed tax returns are not sustained. Accrued interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense.WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 69 Table of Contents We recognize deferred tax assets and liabilities to reflect:  future tax consequences due to differences between the carrying amounts for financial reporting purposes and the tax bases of certain items and  net operating loss and tax credit carryforwards. To measure deferred tax assets and liabilities, we:  determine when the differences between carrying amounts and tax bases of affected items are expected to be recovered or resolved and  use enacted tax rates expected to apply to taxable income in those years." }, { "status": "ADDED", "current_title": "Income Taxes", "prior_title": null, "current_body": "We account for income taxes under the asset and liability method. Unrecognized tax benefits represent potential future funding obligations to taxing authorities if uncertain tax positions we have taken on previously filed tax returns are not sustained. Accrued interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense. WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 69 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 69 Table of Contents Table of Contents Table of Contents We recognize deferred tax assets and liabilities to reflect:  future tax consequences due to differences between the carrying amounts for financial reporting purposes and the tax bases of certain items and  net operating loss and tax credit carryforwards. To measure deferred tax assets and liabilities, we:  determine when the differences between carrying amounts and tax bases of affected items are expected to be recovered or resolved and  use enacted tax rates expected to apply to taxable income in those years. Pension and Other Post-Employment Benefit PlansWe recognize the overfunded or underfunded status of our defined benefit pension and other post-employment benefit plans on our Consolidated Balance Sheet and recognize changes in the funded status through comprehensive income (loss) in the year in which the changes occur.Actuarial valuations determine the amount of the pension and other post-employment benefit obligations and the net periodic benefit cost we recognize. The net periodic benefit cost includes:  cost of benefits provided in exchange for employees’ services rendered during the year;  interest cost of the obligations;  expected long-term return on plan assets;  gains or losses on plan settlements and curtailments;  amortization of prior service costs and plan amendments over the average remaining service period of the active employee group covered by the plans or the average remaining life expectancy in situations where the participants affected by the plan amendment are inactive and  amortization of cumulative unrecognized net actuarial gains and losses — generally in excess of 10 percent of the greater of the benefit obligation or the combination of market-related and fair value of plan assets at the beginning of the year — over the average remaining service period of the active employee group covered by the plans or the average remaining life expectancy in situations where the plan participants are inactive. Pension plans. We have defined benefit pension plans covering approximately 40 percent of our employees. Determination of benefits differs for salaried, hourly and union employees as follows:  Salaried employee benefits are based on each employee’s highest monthly earnings for five consecutive years during the final 10 years before retirement.  Hourly and union employee benefits generally are stated amounts for each year of service.  Union employee benefits are set through collective-bargaining agreements. We contribute to our U.S. and Canadian pension plans according to established funding standards. The funding standards for the plans are:  U.S. pension plans — according to the Employee Retirement Income Security Act of 1974 and  Canadian pension plans — according to the applicable provincial pension act and the Income Tax Act. Post-employment benefits other than pensions. We provide certain post-employment healthcare and life insurance benefits for some retired employees. In some cases, we pay a portion of the cost of the benefit. Note 8: Pension and Other Post-Employment Benefit Plans provides additional information about our post-employment benefit plans.Estimates for pension and other post-employment benefit plans. Estimates we use in accounting for our pension and other post-employment benefit plans include the:  fair value of our plan assets;  expected long-term rate of return on plan assets and  discount rates. At the end of every year, we review our estimates with external advisers and make adjustments as appropriate. We use these estimates to calculate plan asset and liability information as of year-end as well as pension and post-employment expense for the following year. Actual experience that differs from our estimates and subsequent changes in our estimates could have a significant effect on our financial position, results of operations and cash flows.Fair value of plan assets. Plan assets are assets of the pension plan trusts that fund the benefits provided under the pension plans. The fair value of our plan assets estimates the amount that would be received if we were to sell each asset in an orderly transaction between market participants at the reporting date. We estimate the fair value of these assets based on the information available during the year-end reporting process. Refer to Note 8: Pension and Other Post-Employment Benefit Plans for information about the assets held within our pension plans and their related valuation methods.WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 70 Table of Contents Expected long-term rate of return on plan assets. Our expected long-term rate of return is our estimate of the return that our plan assets will earn over time. This rate is used in determining the net periodic benefit or cost we recognize for our plans.Factors we consider in determining our expected long-term rate of return include:  historical returns for a portfolio of assets similar to our expected allocation and  expected future performance of similar asset classes. The actual return on plan assets in any given year may vary from our expected long-term rate of return. Actual returns on plan assets affect the funded status of the plans. Differences between actual returns on plan assets and the expected long-term rate of return are reflected as adjustments to accumulated other comprehensive loss, a component of total equity.Discount rates. Discount rates are used to estimate the net present value of our plan obligations. The discount rates are determined at the measurement date by matching current spot rates of high-quality corporate bonds with maturities similar to the timing of expected cash outflows for benefits." }, { "status": "ADDED", "current_title": "Pension and Other Post-Employment Benefit Plans", "prior_title": null, "current_body": "We recognize the overfunded or underfunded status of our defined benefit pension and other post-employment benefit plans on our Consolidated Balance Sheet and recognize changes in the funded status through comprehensive income (loss) in the year in which the changes occur. Consolidated Balance Sheet Actuarial valuations determine the amount of the pension and other post-employment benefit obligations and the net periodic benefit cost we recognize. The net periodic benefit cost includes:  cost of benefits provided in exchange for employees’ services rendered during the year;  interest cost of the obligations;  expected long-term return on plan assets;  gains or losses on plan settlements and curtailments;  amortization of prior service costs and plan amendments over the average remaining service period of the active employee group covered by the plans or the average remaining life expectancy in situations where the participants affected by the plan amendment are inactive and  amortization of cumulative unrecognized net actuarial gains and losses — generally in excess of 10 percent of the greater of the benefit obligation or the combination of market-related and fair value of plan assets at the beginning of the year — over the average remaining service period of the active employee group covered by the plans or the average remaining life expectancy in situations where the plan participants are inactive. Pension plans. We have defined benefit pension plans covering approximately 40 percent of our employees. Determination of benefits differs for salaried, hourly and union employees as follows:  Salaried employee benefits are based on each employee’s highest monthly earnings for five consecutive years during the final 10 years before retirement. 10  Hourly and union employee benefits generally are stated amounts for each year of service.  Union employee benefits are set through collective-bargaining agreements. We contribute to our U.S. and Canadian pension plans according to established funding standards. The funding standards for the plans are:  U.S. pension plans — according to the Employee Retirement Income Security Act of 1974 and  Canadian pension plans — according to the applicable provincial pension act and the Income Tax Act. Post-employment benefits other than pensions. We provide certain post-employment healthcare and life insurance benefits for some retired employees. In some cases, we pay a portion of the cost of the benefit. Note 8: Pension and Other Post-Employment Benefit Plans provides additional information about our post-employment benefit plans. Note 8: Pension and Other Post-Employment Benefit Plans Estimates for pension and other post-employment benefit plans. Estimates we use in accounting for our pension and other post-employment benefit plans include the:  fair value of our plan assets;  expected long-term rate of return on plan assets and  discount rates. At the end of every year, we review our estimates with external advisers and make adjustments as appropriate. We use these estimates to calculate plan asset and liability information as of year-end as well as pension and post-employment expense for the following year. Actual experience that differs from our estimates and subsequent changes in our estimates could have a significant effect on our financial position, results of operations and cash flows. Fair value of plan assets. Plan assets are assets of the pension plan trusts that fund the benefits provided under the pension plans. The fair value of our plan assets estimates the amount that would be received if we were to sell each asset in an orderly transaction between market participants at the reporting date. We estimate the fair value of these assets based on the information available during the year-end reporting process. Refer to Note 8: Pension and Other Post-Employment Benefit Plans for information about the assets held within our pension plans and their related valuation methods. Note 8: Pension and Other Post-Employment Benefit Plans WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 70 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 70 Table of Contents Table of Contents Table of Contents Expected long-term rate of return on plan assets. Our expected long-term rate of return is our estimate of the return that our plan assets will earn over time. This rate is used in determining the net periodic benefit or cost we recognize for our plans. Factors we consider in determining our expected long-term rate of return include:  historical returns for a portfolio of assets similar to our expected allocation and  expected future performance of similar asset classes. The actual return on plan assets in any given year may vary from our expected long-term rate of return. Actual returns on plan assets affect the funded status of the plans. Differences between actual returns on plan assets and the expected long-term rate of return are reflected as adjustments to accumulated other comprehensive loss, a component of total equity. Discount rates. Discount rates are used to estimate the net present value of our plan obligations. The discount rates are determined at the measurement date by matching current spot rates of high-quality corporate bonds with maturities similar to the timing of expected cash outflows for benefits. Contingent LiabilitiesWe are subject to lawsuits, investigations and other claims related to environmental remediation, product and other matters, and are required to assess the likelihood of any adverse judgments or outcomes to these matters, as well as the amount or range of potential loss.We record contingent liabilities when:  it becomes probable that a loss has been incurred and  the amount of loss can be reasonably estimated. Assessing probability of loss and estimating the amount of loss can require analysis of multiple factors, such as:  historical experience,  evaluations of relevant legal and environmental authorities and regulations,  judgments about the potential actions of third-party claimants and courts and  consideration of potential environmental remediation methods. In addition to contingent liabilities recorded for probable losses, we disclose contingent liabilities when there is a reasonable possibility that a loss may have been incurred.Recorded contingent liabilities are based on the best information available and actual losses in any future period are inherently uncertain. Future expenditures for environmental remediation obligations are not discounted to their present value. If estimated probable future losses or actual losses exceed our recorded liability for such claims, we record additional charges. These exposures and proceedings can be significant and the ultimate outcomes could be material to our operating results or cash flows in any given period. Recoveries of environmental remediation costs from other parties are recorded as assets when the recovery is deemed probable and does not exceed the amount of losses previously recorded. See Note 13: Legal Proceedings, Commitments and Contingencies for more information." }, { "status": "ADDED", "current_title": "Segment Reporting", "prior_title": null, "current_body": "In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07,\"Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures\", which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The new guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of the new guidance will not impact our Consolidated Statement of Operations, Consolidated Balance Sheet or Consolidated Statement of Cash Flows. We plan to incorporate these expanded disclosures beginning in fourth quarter 2024. Consolidated Statement of Operations Consolidated Balance Sheet Consolidated Statement of Cash Flows" }, { "status": "ADDED", "current_title": "Income Taxes", "prior_title": null, "current_body": "We account for income taxes under the asset and liability method. Unrecognized tax benefits represent potential future funding obligations to taxing authorities if uncertain tax positions we have taken on previously filed tax returns are not sustained. Accrued interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense. WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 69 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 69 Table of Contents Table of Contents Table of Contents We recognize deferred tax assets and liabilities to reflect:  future tax consequences due to differences between the carrying amounts for financial reporting purposes and the tax bases of certain items and  net operating loss and tax credit carryforwards. To measure deferred tax assets and liabilities, we:  determine when the differences between carrying amounts and tax bases of affected items are expected to be recovered or resolved and  use enacted tax rates expected to apply to taxable income in those years. Pension and Other Post-Employment Benefit PlansWe recognize the overfunded or underfunded status of our defined benefit pension and other post-employment benefit plans on our Consolidated Balance Sheet and recognize changes in the funded status through comprehensive income (loss) in the year in which the changes occur.Actuarial valuations determine the amount of the pension and other post-employment benefit obligations and the net periodic benefit cost we recognize. The net periodic benefit cost includes:  cost of benefits provided in exchange for employees’ services rendered during the year;  interest cost of the obligations;  expected long-term return on plan assets;  gains or losses on plan settlements and curtailments;  amortization of prior service costs and plan amendments over the average remaining service period of the active employee group covered by the plans or the average remaining life expectancy in situations where the participants affected by the plan amendment are inactive and  amortization of cumulative unrecognized net actuarial gains and losses — generally in excess of 10 percent of the greater of the benefit obligation or the combination of market-related and fair value of plan assets at the beginning of the year — over the average remaining service period of the active employee group covered by the plans or the average remaining life expectancy in situations where the plan participants are inactive. Pension plans. We have defined benefit pension plans covering approximately 40 percent of our employees. Determination of benefits differs for salaried, hourly and union employees as follows:  Salaried employee benefits are based on each employee’s highest monthly earnings for five consecutive years during the final 10 years before retirement.  Hourly and union employee benefits generally are stated amounts for each year of service.  Union employee benefits are set through collective-bargaining agreements. We contribute to our U.S. and Canadian pension plans according to established funding standards. The funding standards for the plans are:  U.S. pension plans — according to the Employee Retirement Income Security Act of 1974 and  Canadian pension plans — according to the applicable provincial pension act and the Income Tax Act. Post-employment benefits other than pensions. We provide certain post-employment healthcare and life insurance benefits for some retired employees. In some cases, we pay a portion of the cost of the benefit. Note 8: Pension and Other Post-Employment Benefit Plans provides additional information about our post-employment benefit plans.Estimates for pension and other post-employment benefit plans. Estimates we use in accounting for our pension and other post-employment benefit plans include the:  fair value of our plan assets;  expected long-term rate of return on plan assets and  discount rates. At the end of every year, we review our estimates with external advisers and make adjustments as appropriate. We use these estimates to calculate plan asset and liability information as of year-end as well as pension and post-employment expense for the following year. Actual experience that differs from our estimates and subsequent changes in our estimates could have a significant effect on our financial position, results of operations and cash flows.Fair value of plan assets. Plan assets are assets of the pension plan trusts that fund the benefits provided under the pension plans. The fair value of our plan assets estimates the amount that would be received if we were to sell each asset in an orderly transaction between market participants at the reporting date. We estimate the fair value of these assets based on the information available during the year-end reporting process. Refer to Note 8: Pension and Other Post-Employment Benefit Plans for information about the assets held within our pension plans and their related valuation methods.WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 70 Table of Contents Expected long-term rate of return on plan assets. Our expected long-term rate of return is our estimate of the return that our plan assets will earn over time. This rate is used in determining the net periodic benefit or cost we recognize for our plans.Factors we consider in determining our expected long-term rate of return include:  historical returns for a portfolio of assets similar to our expected allocation and  expected future performance of similar asset classes. The actual return on plan assets in any given year may vary from our expected long-term rate of return. Actual returns on plan assets affect the funded status of the plans. Differences between actual returns on plan assets and the expected long-term rate of return are reflected as adjustments to accumulated other comprehensive loss, a component of total equity.Discount rates. Discount rates are used to estimate the net present value of our plan obligations. The discount rates are determined at the measurement date by matching current spot rates of high-quality corporate bonds with maturities similar to the timing of expected cash outflows for benefits." }, { "status": "ADDED", "current_title": "NOTE 2: BUSINESS SEGMENTS", "prior_title": null, "current_body": "Our business segments and how we account for those segments are discussed in Note 1: Summary of Significant Accounting Policies. This note provides key financial data by business segment. Note 1: Summary of Significant Accounting Policies" }, { "status": "ADDED", "current_title": "KEY FINANCIAL DATA BY BUSINESS SEGMENT", "prior_title": null, "current_body": "Sales and Net Contribution (Charge) to Earnings DOLLAR AMOUNTS IN MILLIONS UNALLOCATED REAL ITEMS AND ESTATE WOOD INTERSEGMENT TIMBERLANDS & ENR PRODUCTS ELIMINATIONS CONSOLIDATED Sales to unaffiliated customers 2023 $ 1,654 $ 363 $ 5,657 $ — $ 7,674 2022 $ 1,858 $ 368 $ 7,958 $ — $ 10,184 2021 $ 1,636 $ 344 $ 8,221 $ — $ 10,201 Intersegment sales 2023 $ 572 $ — $ — $ (572 ) $ — 2022 $ 561 $ — $ — $ (561 ) $ — 2021 $ 535 $ — $ — $ (535 ) $ — Net contribution (charge) to earnings 2023 $ 488 $ 211 $ 709 $ (191 ) $ 1,217 2022 $ 528 $ 218 $ 2,536 $ (431 ) $ 2,851 2021 $ 464 $ 210 $ 3,211 $ (256 ) $ 3,629" }, { "status": "ADDED", "current_title": "Sales and Net Contribution (Charge) to Earnings", "prior_title": null, "current_body": "DOLLAR AMOUNTS IN MILLIONS UNALLOCATED REAL ITEMS AND ESTATE WOOD INTERSEGMENT TIMBERLANDS & ENR PRODUCTS ELIMINATIONS CONSOLIDATED Sales to unaffiliated customers 2023 $ 1,654 $ 363 $ 5,657 $ — $ 7,674 2022 $ 1,858 $ 368 $ 7,958 $ — $ 10,184 2021 $ 1,636 $ 344 $ 8,221 $ — $ 10,201 Intersegment sales 2023 $ 572 $ — $ — $ (572 ) $ — 2022 $ 561 $ — $ — $ (561 ) $ — 2021 $ 535 $ — $ — $ (535 ) $ — Net contribution (charge) to earnings 2023 $ 488 $ 211 $ 709 $ (191 ) $ 1,217 2022 $ 528 $ 218 $ 2,536 $ (431 ) $ 2,851 2021 $ 464 $ 210 $ 3,211 $ (256 ) $ 3,629 Management evaluates segment performance based on the net contribution (charge) to earnings of the respective segments. An analysis and reconciliation of our business segment information to the consolidated financial statements are included below: Reconciliation of Net Contribution to Earnings to Net Earnings DOLLAR AMOUNTS IN MILLIONS 2023 2022 2021 Net contribution to earnings $ 1,217 $ 2,851 $ 3,629 Interest expense, net of capitalized interest (280 ) (270 ) (313 ) Loss on debt extinguishment (Note 11) — (276 ) — Income before income taxes 937 2,305 3,316 Income taxes (98 ) (425 ) (709 ) Net earnings $ 839 $ 1,880 $ 2,607 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 72 Table of Contents" }, { "status": "ADDED", "current_title": "Reconciliation of Net Contribution to Earnings to Net Earnings", "prior_title": null, "current_body": "DOLLAR AMOUNTS IN MILLIONS 2023 2022 2021 Net contribution to earnings $ 1,217 $ 2,851 $ 3,629 Interest expense, net of capitalized interest (280 ) (270 ) (313 ) Loss on debt extinguishment (Note 11) — (276 ) —" }, { "status": "ADDED", "current_title": "Net earnings", "prior_title": null, "current_body": "$ 839 $ 1,880 Environmental remediation charge 8 — Gain on sale of timberlands (83 ) — Insurance recovery (10 ) — Legal benefit (25 ) — Legal expense 20 — Loss on debt extinguishment — 207 Pension settlement charge — 152 Restructuring, impairments and other charges — 8" }, { "status": "ADDED", "current_title": "Additional Financial Information", "prior_title": null, "current_body": "DOLLAR AMOUNTS IN MILLIONS REAL ESTATE WOOD UNALLOCATED TIMBERLANDS & ENR PRODUCTS ITEMS CONSOLIDATED Depreciation, depletion and amortization 2023 $ 267 $ 16 $ 210 $ 7 $ 500 2022 $ 256 $ 17 $ 201 $ 6 $ 480 2021 $ 261 $ 15 $ 196 $ 5 $ 477 Capital expenditures 2023 $ 111 $ — $ 323 $ 13 $ 447 2022 $ 113 $ — $ 347 $ 8 $ 468 2021 $ 114 $ — $ 320 $ 7 $ 441 Total Assets DOLLAR AMOUNTS IN MILLIONS TIMBERLANDS AND WOOD UNALLOCATED REAL ESTATE & ENR PRODUCTS ITEMS CONSOLIDATED Total assets(1) 2023 $ 12,596 $ 3,073 $ 1,314 $ 16,983 2022 $ 12,682 $ 2,933 $ 1,725 $ 17,340 (1)Assets attributable to the Real Estate & ENR segment are combined with total assets for the Timberlands segment as we do not produce separate balance sheets internally." }, { "status": "ADDED", "current_title": "Total Assets", "prior_title": null, "current_body": "DOLLAR AMOUNTS IN MILLIONS TIMBERLANDS AND WOOD UNALLOCATED REAL ESTATE & ENR PRODUCTS ITEMS CONSOLIDATED Total assets(1) 2023 $ 12,596 $ 3,073 $ 1,314 $ 16,983 2022 $ 12,682 $ 2,933 $ 1,725 $ 17,340 (1)Assets attributable to the Real Estate & ENR segment are combined with total assets for the Timberlands segment as we do not produce separate balance sheets internally. Assets attributable to the Real Estate & ENR segment are combined with total assets for the Timberlands segment as we do not produce separate balance sheets internally." }, { "status": "REMOVED", "current_title": null, "prior_title": "INFORMATION ABOUT COMMON SHARE REPURCHASES", "prior_body": "The following table provides information with respect to purchases of common shares made by the company during fourth quarter 2022: TOTAL NUMBER APPROXIMATE OF SHARES DOLLAR VALUE PURCHASED AS OF SHARES THAT PART OF MAY YET BE PUBLICLY PURCHASED TOTAL NUMBER AVERAGE ANNOUNCED UNDER THE COMMON SHARE REPURCHASES DURING FOURTH OF SHARES PRICE PAID PLANS OR PLANS OR QUARTER 2022 PURCHASED PER SHARE PROGRAMS PROGRAMS October 1 - October 31 2,115,647 $ 29.78 2,115,647 $ 460,268,438 November 1 - November 30 645,602 $ 31.52 645,602 $ 439,918,298 December 1 - December 31 2,004,548 $ 31.55 2,004,548 $ 376,668,545 Total 4,765,797 $ 30.76 4,765,797 $" }, { "status": "REMOVED", "current_title": null, "prior_title": "Contribution to Earnings by Segment", "prior_body": "WEYERHAEUSER COMPANY > 2022 ANNUAL REPORT AND FORM 10-K 45 Table of Contents Table of Contents" }, { "status": "REMOVED", "current_title": null, "prior_title": "COMPARING 2022 WITH 2021", "prior_body": "Net Sales Net sales decreased $17 million — less than 1 percent — primarily due to a $263 million decrease in Wood Products net sales to unaffiliated customers, primarily attributable to decreased sales volumes across most product lines and decreased realizations for structural lumber and oriented strand board. This decrease was partially offset by a $222 million increase in Timberlands net sales to unaffiliated customers, primarily due to increased sales realizations in the Western and Southern regions." }, { "status": "REMOVED", "current_title": null, "prior_title": "COMPARING 2022 WITH 2021", "prior_body": "Net Sales Net sales decreased $17 million — less than 1 percent — primarily due to a $263 million decrease in Wood Products net sales to unaffiliated customers, primarily attributable to decreased sales volumes across most product lines and decreased realizations for structural lumber and oriented strand board. This decrease was partially offset by a $222 million increase in Timberlands net sales to unaffiliated customers, primarily due to increased sales realizations in the Western and Southern regions." }, { "status": "REMOVED", "current_title": null, "prior_title": "COMPARING 2022 WITH 2021", "prior_body": "Net Sales Net sales decreased $17 million — less than 1 percent — primarily due to a $263 million decrease in Wood Products net sales to unaffiliated customers, primarily attributable to decreased sales volumes across most product lines and decreased realizations for structural lumber and oriented strand board. This decrease was partially offset by a $222 million increase in Timberlands net sales to unaffiliated customers, primarily due to increased sales realizations in the Western and Southern regions." }, { "status": "REMOVED", "current_title": null, "prior_title": "CREDIT RATINGS", "prior_body": "As of December 31, 2022, our long-term issuer credit rating was BBB and Baa2 from S&P and Moody’s, respectively." }, { "status": "MODIFIED", "current_title": "PERFORMANCE AND LIQUIDITY MEASURES", "prior_title": "PERFORMANCE MEASURES", "similarity_score": 0.915, "confidence": "high", "current_body": "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 our 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. Adjusted EBITDA, as we define it, is operating income adjusted for depreciation, depletion, amortization, basis of real estate sold and special items.", "prior_body": "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 our 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. Adjusted EBITDA, as we define it, is operating income adjusted for depreciation, depletion, amortization, basis of real estate sold and special items." }, { "status": "MODIFIED", "current_title": "Costs of Sales", "prior_title": "Costs of Sales", "similarity_score": 0.913, "confidence": "high", "key_changes": [ "Reworded sentence: \"Costs of sales increased $13 million — 12 percent — primarily attributable to an increase in acres sold.\"" ], "current_body": "Costs of sales decreased $572 million — 9 percent — primarily due to decreased sales volumes across most product lines and decreased raw material prices within our Wood Products segment, as well as decreased third-party log purchases within our Timberlands segment.", "prior_body": "Costs of sales increased $461 million — 8 percent — primarily due to increased freight and raw material costs within our Wood Products segment, as well as increased logging and hauling costs and increased third party log purchase costs within our Timberlands segment." }, { "status": "MODIFIED", "current_title": "Intersegment Sales", "prior_title": "Intersegment Sales", "similarity_score": 0.908, "confidence": "high", "key_changes": [ "Reworded sentence: \"Intersegment sales increased $11 million — 2 percent — primarily due to a 9 percent increase in sales volumes, partially offset by a 6 percent decrease in sales realizations.\"" ], "current_body": "Intersegment sales increased $11 million — 2 percent — primarily due to a 9 percent increase in sales volumes, partially offset by a 6 percent decrease in sales realizations.", "prior_body": "Intersegment sales increased $26 million — 5 percent — primarily due to a 13 percent increase in sales realizations, partially offset by a 7 percent decrease in sales volumes." }, { "status": "MODIFIED", "current_title": "Net Sales and Net Contribution to Earnings for Real Estate, Energy and Natural Resources", "prior_title": "Net Sales and Net Contribution to Earnings for Real Estate, Energy and Natural Resources", "similarity_score": 0.9, "confidence": "high", "key_changes": [ "Reworded sentence: \"DOLLAR AMOUNTS IN MILLIONS AMOUNT OF CHANGE 2023 vs.\"" ], "current_body": "DOLLAR AMOUNTS IN MILLIONS AMOUNT OF CHANGE 2023 vs. 2023 2022 2022 Net sales to unaffiliated buyers: Real estate $ 237 $ 235 $ 2 Energy and natural resources 126 133 (7 )", "prior_body": "DOLLAR AMOUNTS IN MILLIONS AMOUNT OF CHANGE 2022 vs. 2022 2021 2021 Net sales to unaffiliated buyers: Real estate $ 235 $ 246 $ (11 ) Energy and natural resources 133 98 35" }, { "status": "MODIFIED", "current_title": "Our financial condition, results of operations and cash flows could be materially adversely affected by changes in product mix or pricing.", "prior_title": "Our results of operations, cash flows and financial condition could be materially adversely affected by changes in product mix or pricing.", "similarity_score": 0.896, "confidence": "high", "key_changes": [ "Reworded sentence: \"If pricing on our commodity products decreases and if we are not successful in increasing sales of higher-priced, higher-value products, or if we are not successful in implementing price increases, or there are delays in acceptance of price increases or higher-priced products, our financial condition, results of operations and cash flows could be materially and adversely affected.\"" ], "current_body": "Our results may be materially adversely affected by a change in our product mix or pricing. Some of our wood products, such as lumber, veneer, plywood and oriented strand board, are commodities and are subject to fluctuations in market pricing. If pricing on our commodity products decreases and if we are not successful in increasing sales of higher-priced, higher-value products, or if we are not successful in implementing price increases, or there are delays in acceptance of price increases or higher-priced products, our financial condition, results of operations and cash flows could be materially and adversely affected. Price discounting, if required to maintain our competitive position in one or more markets, could result in lower than anticipated price realizations and margins.", "prior_body": "Our results may be materially adversely affected by a change in our product mix or pricing. Some of our wood products, such as lumber, veneer, plywood and oriented strand board, are commodities and are subject to fluctuations in market pricing. If pricing on our commodity products decreases and if we are not successful in increasing sales of higher-priced, higher-value products, or if we are not successful in implementing price increases, or there are delays in acceptance of price increases or higher-priced products, our results of operations, cash flows and financial condition could be materially and adversely affected. Price discounting, if required to maintain our competitive position in one or more markets, could result in lower than anticipated price realizations and margins." }, { "status": "MODIFIED", "current_title": "Operating Income and Net Contribution to Earnings", "prior_title": "Operating Income and Net Contribution to Earnings", "similarity_score": 0.891, "confidence": "high", "key_changes": [ "Reworded sentence: \"Operating income and net contribution to earnings decreased $7 million — 3 percent — primarily attributable to the change in the components of gross margin, as discussed above, partially offset by a $10 million noncash impairment charge related to the planned divestiture of legacy coal assets in 2022 with no similar activity in 2023.\"" ], "current_body": "Operating income and net contribution to earnings decreased $40 million — 8 percent — primarily due to the change in the components of gross margin, as discussed above, partially offset by an $84 million gain on sale of timberlands recorded in fourth quarter 2023. WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 47 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 47 Table of Contents Table of Contents Table of Contents", "prior_body": "Operating income and net contribution to earnings increased $64 million — 14 percent — primarily due to the change in the components of gross margin, as discussed above, partially offset by a $32 million gain on sale of timberlands recorded in third quarter 2021. WEYERHAEUSER COMPANY > 2022 ANNUAL REPORT AND FORM 10-K 47 Table of Contents Table of Contents" }, { "status": "MODIFIED", "current_title": "Impairment of Long-Lived Assets", "prior_title": "IMPAIRMENT OF LONG-LIVED ASSETS", "similarity_score": 0.89, "confidence": "high", "key_changes": [ "Reworded sentence: \"Key assumptions used in developing estimates of future cash flows and residual values could include probability of alternative outcomes, product pricing, raw material cost and product sales.\"" ], "current_body": "We review the carrying value of long-lived assets whenever an event or a change in circumstance indicates that the carrying value of the asset or asset group may not be recoverable through future operations. The carrying value is the original cost, less accumulated depreciation and any past impairments recorded. If we evaluate recoverability, we are required to estimate future cash flows and residual values of the asset or asset group. Key assumptions used in developing estimates of future cash flows and residual values could include probability of alternative outcomes, product pricing, raw material cost and product sales. An impairment occurs when the carrying value of a long-lived asset is greater than the amount that could be recovered from the estimated undiscounted future cash flows of the asset and greater than fair market value (the amount we could receive if we were to sell the asset). Impaired assets held for use are written down to fair value, while impaired assets held for sale are written down to fair value less cost to sell. We determine fair value based on:  appraisals,  market pricing of comparable assets,  discounted value of estimated future cash flows from the asset,  replacement values of comparable assets and  agreed upon sale price or offer price. Key assumptions used in developing estimates of fair value would include the estimated future cash flows used to assess recoverability, discount rates and probability of alternative outcomes.", "prior_body": "We review the carrying value of long-lived assets whenever an event or a change in circumstance indicates that the carrying value of the asset or asset group may not be recoverable through future operations. The carrying value is the original cost, less accumulated depreciation and any past impairments recorded. If we evaluate recoverability, we are required to estimate future cash flows and residual values of the asset or asset group. Key assumptions used in developing these estimates would include probability of alternative outcomes, product pricing, raw material cost and product sales. An impairment occurs when the carrying value of a long-lived asset is greater than the amount that could be recovered from the estimated future cash flows of the asset and greater than fair market value (the amount we could receive if we were to sell the asset). Key assumptions used in developing estimates of fair value would include the estimated future cash flows used to assess recoverability, discount rates and probability of alternative outcomes." }, { "status": "MODIFIED", "current_title": "Operating Income and Net Contribution to Earnings", "prior_title": "Operating Income and Net Contribution to Earnings", "similarity_score": 0.887, "confidence": "high", "key_changes": [ "Reworded sentence: \"Operating income and net contribution to earnings decreased $1,827 million — 72 percent — primarily due to the change in the components of gross margin, as discussed above.\"" ], "current_body": "Operating income and net contribution to earnings decreased $40 million — 8 percent — primarily due to the change in the components of gross margin, as discussed above, partially offset by an $84 million gain on sale of timberlands recorded in fourth quarter 2023. WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 47 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 47 Table of Contents Table of Contents Table of Contents", "prior_body": "Operating income and net contribution to earnings increased $64 million — 14 percent — primarily due to the change in the components of gross margin, as discussed above, partially offset by a $32 million gain on sale of timberlands recorded in third quarter 2021. WEYERHAEUSER COMPANY > 2022 ANNUAL REPORT AND FORM 10-K 47 Table of Contents Table of Contents" }, { "status": "MODIFIED", "current_title": "Competition from lumber imports could vary significantly and have a material effect on U.S. timber and lumber prices.", "prior_title": "Competition from lumber imports could vary significantly and have a material effect on U.S. lumber and timber prices.", "similarity_score": 0.883, "confidence": "high", "key_changes": [ "Reworded sentence: \"We are not able to predict when, or if, a new softwood lumber agreement with Canada will be reached or, if reached, what the terms of the agreement would be.\"", "Added sentence: \"We also periodically face competition from lumber producers in Europe.\"", "Added sentence: \"Historically, European imports to U.S.\"", "Added sentence: \"markets have been more robust during strong domestic lumber market cycles, which can limit the benefits we realize from high timber and lumber prices by creating downward pressure on pricing.\"", "Added sentence: \"As with Canadian imports, we cannot predict the timing nor the extent of future levels of European lumber imports and could therefore experience significant downward pressure on timber and lumber prices stemming from this source of competition.\"" ], "current_body": "The future amount and pricing of lumber imports entering U.S. markets remain uncertain. Historically, Canada has been the most significant source of lumber for the U.S. market, particularly in the new home construction market. We produce lumber in our Canadian mills, but the bulk of our lumber production is in the U.S. There have been many disputes and subsequent trade agreements regarding sales of softwood lumber between Canada and the U.S. The last agreement, which required Canadian softwood lumber facilities, including our mills, to pay an export tax when the price of lumber is at or below a threshold price, expired in October 2015. Since that time, the U.S. Department of Commerce has issued countervailing and antidumping duties on softwood lumber imports from Canada based on findings of injury to U.S. lumber producers. We are not able to predict when, or if, a new softwood lumber agreement with Canada will be reached or, if reached, what the terms of the agreement would be. Similarly, we are not able to predict if the current U.S. policy of imposing import duties on Canadian softwood lumber will continue. We could, therefore, experience significant downward pressure on timber and lumber prices caused by Canadian lumber imports. We also periodically face competition from lumber producers in Europe. Historically, European imports to U.S. markets have been more robust during strong domestic lumber market cycles, which can limit the benefits we realize from high timber and lumber prices by creating downward pressure on pricing. As with Canadian imports, we cannot predict the timing nor the extent of future levels of European lumber imports and could therefore experience significant downward pressure on timber and lumber prices stemming from this source of competition.", "prior_body": "The future amount and pricing of lumber imports entering U.S. markets remain uncertain. Historically, Canada has been the most significant source of lumber for the U.S. market, particularly in the new home construction market. We produce lumber in our Canadian mills, but the bulk of our lumber production is in the U.S. There have been many disputes and subsequent trade agreements regarding sales of softwood lumber between Canada and the U.S. The last agreement, which required Canadian softwood lumber facilities, including our mills, to pay an export tax when the price of lumber is at or below a threshold price, expired in October 2015. Since that time, the U.S. Department of Commerce has issued countervailing and antidumping duties on softwood lumber imports from Canada based on findings of injury to U.S. lumber producers. WEYERHAEUSER COMPANY > 2022 ANNUAL REPORT AND FORM 10-K 35 Table of Contents Table of Contents We are not able to predict when, or if, a new softwood lumber agreement will be reached or, if reached, what the terms of the agreement would be. Similarly, we are not able to predict if the current U.S. policy of imposing import duties on Canadian softwood lumber will continue. We could, therefore, experience significant downward pressure on timber and lumber prices caused by Canadian lumber imports." }, { "status": "MODIFIED", "current_title": "Total comprehensive income", "prior_title": "Total comprehensive income", "similarity_score": 0.876, "confidence": "high", "key_changes": [ "Reworded sentence: \"$ 793 $ 2,112 $ 2,950 See accompanying Notes to Consolidated Financial Statements.\"" ], "current_body": "$ 793 $ 2,112 $ 2,950 See accompanying Notes to Consolidated Financial Statements. Notes to Consolidated Financial Statements WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 61 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 61 Table of Contents Table of Contents Table of Contents", "prior_body": "$ 2,112 $ 2,950 $ 879 See accompanying Notes to Consolidated Financial Statements. Notes to Consolidated Financial Statements WEYERHAEUSER COMPANY > 2022 ANNUAL REPORT AND FORM 10-K 61 Table of Contents Table of Contents" }, { "status": "MODIFIED", "current_title": "Summary of Capital Spending by Business Segment", "prior_title": "Summary of Capital Spending by Business Segment", "similarity_score": 0.876, "confidence": "high", "key_changes": [ "Reworded sentence: \"DOLLAR AMOUNTS IN MILLIONS 2023 2022 Timberlands $ 111 $ 113 Wood Products 323 347 Unallocated Items 13 8 Total $ 447 $ 468 We expect our capital expenditures for 2024 to be approximately $440 million.\"", "Reworded sentence: \"FINANCING Cash from financing activities includes items such as:  issuances and payments of debt,  borrowings and payments on our revolving line of credit and  payments for cash dividends and repurchasing stock.\"" ], "current_body": "DOLLAR AMOUNTS IN MILLIONS 2023 2022 Timberlands $ 111 $ 113 Wood Products 323 347 Unallocated Items 13 8 Total $ 447 $ 468 We expect our capital expenditures for 2024 to be approximately $440 million. The amount we spend on capital expenditures could change due to:  future economic conditions,  environmental regulations,  changes in the composition of our business,  weather,  timing of equipment purchases and  capital needs related to other business opportunities. FINANCING Cash from financing activities includes items such as:  issuances and payments of debt,  borrowings and payments on our revolving line of credit and  payments for cash dividends and repurchasing stock. Consolidated net cash from financing activities was:  $(1,342) million in 2023 and  $(2,491) million in 2022.", "prior_body": "DOLLAR AMOUNTS IN MILLIONS 2022 2021 Timberlands $ 113 $ 114 Wood Products 347 320 Unallocated Items 8 7 Total $ 468 $ 441 We expect our capital expenditures for 2023 to be approximately $440 million. The amount we spend on capital expenditures could change due to:  future economic conditions,  environmental regulations,  changes in the composition of our business,  weather,  timing of equipment purchases and  capital needs related to other business opportunities. FINANCING Cash from financing activities includes items such as:  issuances and payments of debt,  borrowings and payments on our revolving line of credit,  proceeds from option exercises and  payments for cash dividends and repurchasing stock. Consolidated net cash from financing activities was:  $(2,491) million in 2022 and  $(1,330) million in 2021." }, { "status": "MODIFIED", "current_title": "Net earnings before special items", "prior_title": "Net earnings before special items", "similarity_score": 0.875, "confidence": "high", "key_changes": [ "Reworded sentence: \"$ 749 $ 2,247 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 56 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 56 Table of Contents Table of Contents Table of Contents The table below reconciles net earnings per diluted share before special items to net earnings per diluted share: AMOUNTS PER SHARE 2023 2022\"" ], "current_body": "$ 749 $ 2,247 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 56 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 56 Table of Contents Table of Contents Table of Contents The table below reconciles net earnings per diluted share before special items to net earnings per diluted share: AMOUNTS PER SHARE 2023 2022", "prior_body": "$ 2,247 $ 2,526 WEYERHAEUSER COMPANY > 2022 ANNUAL REPORT AND FORM 10-K 57 Table of Contents Table of Contents The table below reconciles net earnings per diluted share before special items to net earnings per diluted share: AMOUNTS PER SHARE 2022 2021" }, { "status": "MODIFIED", "current_title": "Total liabilities and equity", "prior_title": "Total liabilities and equity", "similarity_score": 0.871, "confidence": "high", "key_changes": [ "Reworded sentence: \"$ 16,983 $ 17,340 See accompanying Notes to Consolidated Financial Statements.\"" ], "current_body": "$ 16,983 $ 17,340 See accompanying Notes to Consolidated Financial Statements. Notes to Consolidated Financial Statements WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 62 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 62 Table of Contents Table of Contents Table of Contents c", "prior_body": "$ 17,340 $ 17,652 See accompanying Notes to Consolidated Financial Statements. Notes to Consolidated Financial Statements WEYERHAEUSER COMPANY > 2022 ANNUAL REPORT AND FORM 10-K 62 Table of Contents Table of Contents" }, { "status": "MODIFIED", "current_title": "Risks associated with the use of Information Technology (IT) systems, including from security breaches, new system implementations and integrations or other significant disruptions, could affect our ability to operate our businesses effectively, adversely affect our reported financial results, affect our reputation and expose us to potential liability or litigation.", "prior_title": "We face risks associated with the use of Information Technology (IT) systems including from security breaches or other significant disruptions, which could affect our ability to operate our businesses effectively, adversely affect our reported financial results, affect our reputation and expose us to potential liability or litigation.", "similarity_score": 0.867, "confidence": "high", "key_changes": [ "Reworded sentence: \"The increased prevalence and sophistication of Artificial Intelligence (AI) tools, such as AI-enabled malware, could increase the risks of cyber-attacks to our systems and to those of our third-party service providers.\"", "Added sentence: \"For more information about our cybersecurity program, see Item 1C Cybersecurity.\"", "Added sentence: \"Item 1C Cybersecurity\"" ], "current_body": "We use IT systems to carry out our operational activities, maintain our business records, and collect and store sensitive data, including but not limited to intellectual property and personally identifiable information. Some of our systems are internally managed and some are maintained by third-party service providers. Although we employ, and we believe our third-party service providers employ, what we deem to be reasonably adequate security measures and controls, there can be no assurance that our security measures will be effective against the risks we face from cyber-attacks, including from: computer hackers, foreign governments and cyber terrorists; malicious code (such as malware, viruses and ransomware); an intentional or unintentional personnel action; a natural disaster; a hardware or software corruption, failure or error; a telecommunications system failure; a service provider failure or error; or any one or more other causes of a security breach, failure or disruption. The increased prevalence and sophistication of Artificial Intelligence (AI) tools, such as AI-enabled malware, could increase the risks of cyber-attacks to our systems and to those of our third-party service providers. Implementation of new IT systems, including replacement of legacy systems with new or upgraded versions, could also pose a significant risk to our business, as any such implementation can involve system failure, potential loss or corruption of our important data, security or internal control failures, delays, cost overruns and operational disruption. Although we have, on occasion, experienced cybersecurity threats to our data and information systems, including phishing attacks, to date no events of this nature have had a material adverse effect on our business or otherwise caused material harm to the company. However, if in the future our IT systems are significantly disrupted, shut down or otherwise compromised for any reason, or if our data is destroyed, misappropriated or inappropriately disclosed, our financial results or our business operations, or both, could be negatively affected. Additionally, we could suffer significant losses or incur significant liabilities, including without limitation damage to our reputation, loss of customer confidence or goodwill and significant expenditures of time and money to address and remediate resulting damages to affected individuals or business partners or to defend ourselves in resulting litigation or other legal proceedings by affected individuals, business partners or regulators. For more information about our cybersecurity program, see Item 1C Cybersecurity. Item 1C Cybersecurity", "prior_body": "We use IT systems to carry out our operational activities, maintain our business records, and collect and store sensitive data, including but not limited to intellectual property and personally identifiable information. Some of our systems are internally managed and some are maintained by third-party service providers. Although we employ, and we believe our third-party service providers employ, what we deem to be reasonably adequate security measures and controls, there can be no assurance that our security measures will be effective against the risks we face from cyber-attacks, including from: computer hackers, foreign governments and cyber terrorists; malicious code (such as malware, viruses and ransomware); an intentional or unintentional personnel action; a natural disaster; a hardware or software corruption, failure or error; a telecommunications system failure; a service provider failure or error; or any one or more other causes of a security breach, failure or disruption. To date, no events of this nature have had a material adverse effect on our business. However, if in the future our IT systems are significantly disrupted, shut down or otherwise compromised, or if our data is destroyed, misappropriated or inappropriately disclosed, our financial results or our business operations, or both, could be negatively affected. Additionally, we could suffer significant losses or incur significant liabilities, including without limitation damage to our reputation, loss of customer confidence or goodwill and significant expenditures of time and money to address and remediate resulting damages to affected individuals or business partners or to defend ourselves in resulting litigation or other legal proceedings by affected individuals, business partners or regulators." }, { "status": "MODIFIED", "current_title": "CASH FROM OPERATIONS", "prior_title": "CASH FROM OPERATIONS", "similarity_score": 0.86, "confidence": "high", "key_changes": [ "Reworded sentence: \"Consolidated net cash from operations was:  $1,433 million in 2023 and  $2,832 million in 2022.\"" ], "current_body": "Consolidated net cash from operations was:  $1,433 million in 2023 and  $2,832 million in 2022.", "prior_body": "Consolidated net cash from operations was:  $2,832 million in 2022 and  $3,159 million in 2021." }, { "status": "MODIFIED", "current_title": "RESULTS OF OPERATIONS", "prior_title": "RESULTS OF OPERATIONS", "similarity_score": 0.858, "confidence": "high", "key_changes": [ "Added sentence: \"WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 45 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 45 Table of Contents Table of Contents Table of Contents\"" ], "current_body": "In reviewing our results of operations, it is important to understand these terms:  Sales realizations refer to net selling prices — this includes selling price plus freight minus normal sales deductions.  Net contribution (charge) to earnings refers to earnings (loss) before interest expense, loss on debt extinguishment and income taxes. WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 45 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 45 Table of Contents Table of Contents Table of Contents", "prior_body": "In reviewing our results of operations, it is important to understand these terms:  Sales realizations refer to net selling prices — this includes selling price plus freight minus normal sales deductions.  Net contribution (charge) to earnings refers to earnings (loss) before interest expense, loss on debt extinguishment and income taxes." }, { "status": "MODIFIED", "current_title": "INCOME TAXES", "prior_title": "INCOME TAXES", "similarity_score": 0.854, "confidence": "high", "key_changes": [ "Reworded sentence: \"AMOUNTS PER SHARE 2023 2022 Common - capital gain distribution $ 1.66 $ 1.59 Common - ordinary dividend (qualified) $ — $ 0.07 Common - return of capital $ — $ 0.51 We are required to pay corporate income taxes on earnings of our TRSs, which include our Wood Products segment and portions of our Timberlands and Real Estate & ENR segments' earnings.\"", "Reworded sentence: \"WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 50 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 50 Table of Contents Table of Contents Table of Contents Our provision for income taxes the last two years was:  $98 million in 2023 and  $425 million in 2022.\"" ], "current_body": "As a REIT, we generally are not subject to federal corporate level income taxes on REIT taxable income that is distributed to shareholders. Historical distributions to shareholders, including amounts and tax characteristics, are summarized in the table below. AMOUNTS PER SHARE 2023 2022 Common - capital gain distribution $ 1.66 $ 1.59 Common - ordinary dividend (qualified) $ — $ 0.07 Common - return of capital $ — $ 0.51 We are required to pay corporate income taxes on earnings of our TRSs, which include our Wood Products segment and portions of our Timberlands and Real Estate & ENR segments' earnings. Our provision for income taxes is primarily driven by earnings generated by our TRSs. WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 50 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 50 Table of Contents Table of Contents Table of Contents Our provision for income taxes the last two years was:  $98 million in 2023 and  $425 million in 2022. Income tax expense decreased by $327 million compared to 2022 primarily due to decreases in our pretax earnings and effective income tax rate. During 2022, we recorded a $69 million tax benefit in connection with our early debt retirement and a $53 million tax benefit related to our noncash pension settlement charge. Refer to Note 19: Income Taxes, Note 11: Long-Term Debt, Net and Note 8: Pension and Other Post-Employment Benefit Plans for further information. Note 19: Income Taxes Note 11: Long-Term Debt, Net Note 8: Pension and Other Post-Employment Benefit Plans", "prior_body": "As a REIT, we generally are not subject to federal corporate level income taxes on REIT taxable income that is distributed to shareholders. Historical distributions to shareholders, including amounts and tax characteristics, are summarized in the table below. AMOUNTS PER SHARE 2022 2021 Common - capital gain distribution $ 1.59 $ 1.18 Common - ordinary dividend (qualified) $ 0.07 $ — Common - return of capital $ 0.51 $ — We are required to pay corporate income taxes on earnings of our TRSs, which include our Wood Products segment and portions of our Timberlands and Real Estate & ENR segments' earnings. Our provision for income taxes is primarily driven by earnings generated by our TRSs. Our provision for income taxes the last two years was:  $425 million in 2022 and  $709 million in 2021. Income tax expense decreased by $284 million compared to 2021 due to decreases in our pretax earnings and effective income tax rate. We recorded a $69 million tax benefit related to the premiums paid in connection with our early debt retirement and a $53 million tax benefit related to our noncash pension settlement charge during 2022. Refer to Note 20: Income Taxes, Note 12: Long-Term Debt, Net and Note 9: Pension and Other Post-Employment Benefit Plans for further information. Note 20: Income Taxes Note 12: Long-Term Debt, Net Note 9: Pension and Other Post-Employment Benefit Plans" }, { "status": "MODIFIED", "current_title": "Our business and financial results may be adversely affected if we are unable to successfully execute on important strategic initiatives.", "prior_title": "Our business and financial results may be adversely affected if we are unable to successfully execute on important strategic initiatives.", "similarity_score": 0.852, "confidence": "high", "key_changes": [ "Reworded sentence: \"These initiatives include, among others, optimizing cash flow through operational excellence, reducing costs to achieve industry-leading cost structure, innovating in higher-margin products and pursuing opportunities in emerging markets through our Real Estate, Energy & Natural Resources segment.\"" ], "current_body": "Our strategic initiatives are designed to improve our results of operations and drive long-term shareholder value. These initiatives include, among others, optimizing cash flow through operational excellence, reducing costs to achieve industry-leading cost structure, innovating in higher-margin products and pursuing opportunities in emerging markets through our Real Estate, Energy & Natural Resources segment. For example, through our natural climate solutions business we are pursuing opportunities to participate in new and emerging markets for forest carbon credits and carbon storage, and the success of these endeavors is subject to many known and unknown risks. Known risks include, but are not limited to, market acceptance of our products and services, changes to demand for our products and services as these new markets evolve over time and political and regulatory developments that may make it more costly, or impossible, to pursue these business opportunities. There can be no assurance that we will be able to successfully implement any one or more of our important strategic initiatives in accordance with our expectations, which could result in an adverse effect on our business and financial results.", "prior_body": "Our strategic initiatives are designed to improve our results of operations and drive long-term shareholder value. These initiatives include, among others, optimizing cash flow through operational excellence, reducing costs to achieve industry-leading cost structure, innovating in higher-margin products and pursuing opportunities in emerging markets such as our recently announced initiative to participate in markets for carbon offsets and carbon storage. There can be no assurance that we will be able to successfully implement any one or more of our important strategic initiatives in accordance with our expectations, which could result in an adverse effect on our business and financial results." }, { "status": "MODIFIED", "current_title": "Net change in cash, cash equivalents and restricted cash", "prior_title": "Net change in cash, cash equivalents and restricted cash", "similarity_score": 0.85, "confidence": "high", "key_changes": [ "Reworded sentence: \"$ (417 ) $ (418 ) $ 1,504 Cash, cash equivalents and restricted cash at beginning of year $ 1,581 $ 1,999 $ 495 Cash, cash equivalents and restricted cash at end of year $ 1,164 $ 1,581 $ 1,999 Cash paid during the year for: Interest, net of amounts capitalized of $7 in 2023, $6 in 2022 and $4 in 2021 $ 283 $ 283 $ 315 Income taxes, net of refunds $ 63 $ 566 $ 609 See accompanying Notes to Consolidated Financial Statements.\"" ], "current_body": "$ (417 ) $ (418 ) $ 1,504 Cash, cash equivalents and restricted cash at beginning of year $ 1,581 $ 1,999 $ 495 Cash, cash equivalents and restricted cash at end of year $ 1,164 $ 1,581 $ 1,999 Cash paid during the year for: Interest, net of amounts capitalized of $7 in 2023, $6 in 2022 and $4 in 2021 $ 283 $ 283 $ 315 Income taxes, net of refunds $ 63 $ 566 $ 609 See accompanying Notes to Consolidated Financial Statements. Notes to Consolidated Financial Statements WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 63 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 63 Table of Contents Table of Contents Table of Contents", "prior_body": "$ (418 ) $ 1,504 $ 356 Cash, cash equivalents and restricted cash at beginning of year $ 1,999 $ 495 $ 139 Cash, cash equivalents and restricted cash at end of year $ 1,581 $ 1,999 $ 495 Cash paid (received) during the year for: Interest, net of amounts capitalized of $6 in 2022, $4 in 2021 and $4 in 2020 $ 283 $ 315 $ 365 Income taxes, net of refunds $ 566 $ 609 $ 176" }, { "status": "MODIFIED", "current_title": "FOR THE THREE-YEAR PERIOD ENDED DECEMBER 31, 2023", "prior_title": "FOR THE THREE-YEAR PERIOD ENDED DECEMBER 31, 2022", "similarity_score": 0.844, "confidence": "high", "key_changes": [ "Reworded sentence: \"DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES 2023 2022 2021\"" ], "current_body": "DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES 2023 2022 2021", "prior_body": "DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES 2022 2021 2020" }, { "status": "MODIFIED", "current_title": "Operating Income and Net Contribution to Earnings", "prior_title": "Operating Income and Net Contribution to Earnings", "similarity_score": 0.841, "confidence": "high", "key_changes": [ "Reworded sentence: \"Operating income and net contribution to earnings decreased $40 million — 8 percent — primarily due to the change in the components of gross margin, as discussed above, partially offset by an $84 million gain on sale of timberlands recorded in fourth quarter 2023.\"" ], "current_body": "Operating income and net contribution to earnings decreased $40 million — 8 percent — primarily due to the change in the components of gross margin, as discussed above, partially offset by an $84 million gain on sale of timberlands recorded in fourth quarter 2023. WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 47 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 47 Table of Contents Table of Contents Table of Contents", "prior_body": "Operating income and net contribution to earnings increased $64 million — 14 percent — primarily due to the change in the components of gross margin, as discussed above, partially offset by a $32 million gain on sale of timberlands recorded in third quarter 2021. WEYERHAEUSER COMPANY > 2022 ANNUAL REPORT AND FORM 10-K 47 Table of Contents Table of Contents" }, { "status": "MODIFIED", "current_title": "OFF-BALANCE SHEET ARRANGEMENTS", "prior_title": "OFF-BALANCE SHEET ARRANGEMENTS", "similarity_score": 0.84, "confidence": "high", "key_changes": [ "Reworded sentence: \"Note 10: Line of Credit contains our disclosures of surety bonds and letters of credit.\"" ], "current_body": "Off-balance sheet arrangements have not had — and are not reasonably likely to have — a material effect on our current or future financial condition, results of operations or cash flows. Note 10: Line of Credit contains our disclosures of surety bonds and letters of credit. Note 10: Line of Credit", "prior_body": "Off-balance sheet arrangements have not had — and are not reasonably likely to have — a material effect on our current or future financial condition, results of operations or cash flows. Note 8: Related Parties and Note 11: Line of Credit contain our disclosures of: Note 8: Related Parties Note 11: Line of Credit  surety bonds,  letters of credit and  information regarding variable interest entities." }, { "status": "MODIFIED", "current_title": "Earnings before income taxes", "prior_title": "Earnings before income taxes", "similarity_score": 0.835, "confidence": "high", "key_changes": [ "Reworded sentence: \"937 2,305 3,316 Income taxes (Note 19) (98 ) (425 ) (709 )\"" ], "current_body": "937 2,305 3,316 Income taxes (Note 19) (98 ) (425 ) (709 )", "prior_body": "2,305 3,316 982 Income taxes (Note 20) (425 ) (709 ) (185 )" }, { "status": "MODIFIED", "current_title": "Adjusted EBITDA by Segment", "prior_title": "Adjusted EBITDA by Segment", "similarity_score": 0.829, "confidence": "high", "key_changes": [ "Reworded sentence: \"DOLLAR AMOUNTS IN MILLIONS 2023 2022 Timberlands $ 646 $ 784 Real Estate & ENR 320 329 Wood Products 905 2,737 Unallocated Items (177 ) (196 ) Total $ 1,694 $ 3,654 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.\"", "Reworded sentence: \"The table below reconciles Adjusted EBITDA by segment to net earnings for the year ended December 31, 2023: DOLLAR AMOUNTS IN MILLIONS REAL ESTATE WOOD UNALLOCATED TIMBERLANDS & ENR PRODUCTS ITEMS TOTAL Net earnings $ 839 Interest expense, net of capitalized interest 280 Income taxes 98\"" ], "current_body": "DOLLAR AMOUNTS IN MILLIONS 2023 2022 Timberlands $ 646 $ 784 Real Estate & ENR 320 329 Wood Products 905 2,737 Unallocated Items (177 ) (196 ) Total $ 1,694 $ 3,654 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 by segment to net earnings for the year ended December 31, 2023: DOLLAR AMOUNTS IN MILLIONS REAL ESTATE WOOD UNALLOCATED TIMBERLANDS & ENR PRODUCTS ITEMS TOTAL Net earnings $ 839 Interest expense, net of capitalized interest 280 Income taxes 98", "prior_body": "DOLLAR AMOUNTS IN MILLIONS 2022 2021 Timberlands $ 784 $ 693 Real Estate & ENR 329 296 Wood Products 2,737 3,357 Unallocated Items (196 ) (252 ) Total $ 3,654 $ 4,094 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 by segment to net earnings for the year ended December 31, 2022: DOLLAR AMOUNTS IN MILLIONS REAL ESTATE WOOD UNALLOCATED TIMBERLANDS & ENR PRODUCTS ITEMS TOTAL Net earnings $ 1,880 Interest expense, net of capitalized interest 270 Loss on debt extinguishment(1) 276 Income taxes 425" }, { "status": "MODIFIED", "current_title": "SHARE REPURCHASES", "prior_title": "SHARE REPURCHASES", "similarity_score": 0.825, "confidence": "high", "key_changes": [ "Reworded sentence: \"We repurchased 4.1 million common shares for approximately $125 million (including transaction fees) during the year ended December 31, 2023.\"" ], "current_body": "We repurchased 4.1 million common shares for approximately $125 million (including transaction fees) during the year ended December 31, 2023. We repurchased 16.0 million common shares for approximately $550 million (including transaction fees) in 2022. As of December 31, 2023, we had remaining authorization of $252 million for future share repurchases. For further information on share repurchases see Note 14: Shareholders’ Interest. Note 14: Shareholders’ Interest", "prior_body": "We repurchased 16.0 million common shares for approximately $550 million (including transaction fees) during the year ended December 31, 2022. We repurchased over 2.7 million common shares for approximately $100 million (including transaction fees) in 2021. As of December 31, 2022, we had remaining authorization of $377 million for future share repurchases. For further information on share repurchases see Note 15: Shareholders’ Interest. Note 15: Shareholders’ Interest WEYERHAEUSER COMPANY > 2022 ANNUAL REPORT AND FORM 10-K 53 Table of Contents Table of Contents" }, { "status": "MODIFIED", "current_title": "OUR CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS", "prior_title": "OUR CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS", "similarity_score": 0.82, "confidence": "high", "key_changes": [ "Reworded sentence: \"More details about our contractual obligations and commercial commitments are in Note 8: Pension and Other Post-Employment Benefit Plans, Note 10: Line of Credit, Note 11: Long-Term Debt, Net, Note 13: Legal Proceedings, Commitments and Contingencies, Note 16: Leases and Note 19: Income Taxes.\"" ], "current_body": "More details about our contractual obligations and commercial commitments are in Note 8: Pension and Other Post-Employment Benefit Plans, Note 10: Line of Credit, Note 11: Long-Term Debt, Net, Note 13: Legal Proceedings, Commitments and Contingencies, Note 16: Leases and Note 19: Income Taxes. Note 8: Pension and Other Post-Employment Benefit Plans Note 10: Line of Credit Note 11: Long-Term Debt, Net Note 13: Legal Proceedings, Commitments and Contingencies Note 16: Leases Note 19: Income Taxes WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 53 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 53 Table of Contents Table of Contents Table of Contents", "prior_body": "More details about our contractual obligations and commercial commitments are in Note 9: Pension and Other Post-Employment Benefit Plans, Note 11: Line of Credit, Note 12: Long-Term Debt, Net, Note 14: Legal Proceedings, Commitments and Contingencies and Note 20: Income Taxes. Note 9: Pension and Other Post-Employment Benefit Plans Note 11: Line of Credit Note 12: Long-Term Debt, Net Note 14: Legal Proceedings, Commitments and Contingencies Note 20: Income Taxes" }, { "status": "MODIFIED", "current_title": "Net sales (Note 3)", "prior_title": "Net sales (Note 3)", "similarity_score": 0.81, "confidence": "high", "key_changes": [ "Reworded sentence: \"$ 7,674 $ 10,184 $ 10,201 Costs of sales 5,992 6,564 6,103\"" ], "current_body": "$ 7,674 $ 10,184 $ 10,201 Costs of sales 5,992 6,564 6,103", "prior_body": "$ 10,184 $ 10,201 $ 7,532 Costs of sales 6,564 6,103 5,447" }, { "status": "MODIFIED", "current_title": "COMPARING 2023 WITH 2022", "prior_title": "COMPARING 2022 WITH 2021", "similarity_score": 0.808, "confidence": "high", "key_changes": [ "Reworded sentence: \"Net Sales Net sales decreased $2,301 million — 29 percent — primarily due to:  a $1,251 million decrease in structural lumber sales attributable to a 37 percent decrease in sales realizations;  a $634 million decrease in oriented strand board sales attributable to a 40 percent decrease in sales realizations;  a $136 million decrease in complementary building products attributable to decreased sales volumes across most products;  a $126 million decrease in engineered I-joists sales attributable to a 13 percent decrease in sales realizations, as well as a 10 percent decrease in sales volumes;  a $79 million decrease in engineered solid section sales attributable to a 6 percent decrease in sales realizations, as well as a 3 percent decrease in sales volumes;  a $37 million decrease in medium density fiberboard sales attributable to a 24 percent decrease in sales volumes, partially offset by a 6 percent increase in sales realizations;  a $27 million decrease in softwood plywood sales attributable to a 28 percent decrease in sales realizations, partially offset by a 20 percent increase in sales volumes and  an $11 million decrease in other products produced attributable to decreased sales volumes for veneer and plywood byproducts.\"" ], "current_body": "Net Sales Net sales decreased $2,510 million — 25 percent — primarily due to a $2,301 million decrease in Wood Products net sales to unaffiliated customers attributable to decreased sales realizations and sales volumes across most product lines, as well as a $204 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased log sales realizations in the Western region.", "prior_body": "Net Sales Net sales decreased $17 million — less than 1 percent — primarily due to a $263 million decrease in Wood Products net sales to unaffiliated customers, primarily attributable to decreased sales volumes across most product lines and decreased realizations for structural lumber and oriented strand board. This decrease was partially offset by a $222 million increase in Timberlands net sales to unaffiliated customers, primarily due to increased sales realizations in the Western and Southern regions." }, { "status": "MODIFIED", "current_title": "Adjusted EBITDA", "prior_title": "Adjusted EBITDA", "similarity_score": 0.806, "confidence": "high", "key_changes": [ "Reworded sentence: \"We reconcile net earnings before special items to net earnings and net earnings per diluted share before special items to net earnings per diluted share, as those are the most directly comparable U.S.\"" ], "current_body": "$ 646 $ 320 $ 905 $ (177 ) $ 1,694 (1)Operating income (loss) for Timberlands includes pretax special items consisting of an $84 million gain on the sale of timberlands and a $25 million legal benefit. Operating income (loss) for Timberlands includes pretax special items consisting of an $84 million gain on the sale of timberlands and a $25 million legal benefit. (2)Operating income (loss) for Wood Products includes a pretax special item consisting of a $14 million insurance recovery. Operating income (loss) for Wood Products includes a pretax special item consisting of a $14 million insurance recovery. (3)Operating income (loss) for Unallocated Items includes pretax special items consisting of an $11 million noncash environmental remediation charge and $27 million of legal expense. Operating income (loss) for Unallocated Items includes pretax special items consisting of an $11 million noncash environmental remediation charge and $27 million of legal expense. WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 55 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 55 Table of Contents Table of Contents Table of Contents The table below reconciles Adjusted EBITDA by segment to net earnings for the year ended December 31, 2022: DOLLAR AMOUNTS IN MILLIONS REAL ESTATE WOOD UNALLOCATED TIMBERLANDS & ENR PRODUCTS ITEMS TOTAL Net earnings $ 1,880 Interest expense, net of capitalized interest 270 Loss on debt extinguishment(1) 276 Income taxes 425", "prior_body": "$ 784 $ 329 $ 2,737 $ (196 ) $ 3,654 (1)Loss on debt extinguishment is a special item consisting of a pretax charge of $276 million related to early debt retirement. Loss on debt extinguishment is a special item consisting of a pretax charge of $276 million related to early debt retirement. (2)Operating income (loss) for Real Estate & ENR includes a pretax special item consisting of a $10 million noncash impairment charge related to the planned divestiture of legacy coal assets. Operating income (loss) for Real Estate & ENR includes a pretax special item consisting of a $10 million noncash impairment charge related to the planned divestiture of legacy coal assets. WEYERHAEUSER COMPANY > 2022 ANNUAL REPORT AND FORM 10-K 56 Table of Contents Table of Contents The table below reconciles Adjusted EBITDA by segment to net earnings for the year ended December 31, 2021: DOLLAR AMOUNTS IN MILLIONS REAL ESTATE WOOD UNALLOCATED TIMBERLANDS & ENR PRODUCTS ITEMS TOTAL Net earnings $ 2,607 Interest expense, net of capitalized interest 313 Income taxes 709" }, { "status": "MODIFIED", "current_title": "A strike or other work stoppage, or our inability to renew collective bargaining agreements on favorable terms, could adversely affect our financial results.", "prior_title": "A strike or other work stoppage, or our inability to renew collective bargaining agreements on favorable terms, could adversely affect our financial results.", "similarity_score": 0.806, "confidence": "high", "key_changes": [ "Reworded sentence: \"A significant number of employees in our Western Timberlands and Wood Products businesses are covered by collective bargaining agreements.\"" ], "current_body": "A significant number of employees in our Western Timberlands and Wood Products businesses are covered by collective bargaining agreements. As we previously disclosed, certain of these employees commenced a work stoppage in 2022, which was shortly thereafter resolved, affecting the company’s operations in Washington and Oregon. If our unionized workers were to engage in a protracted work stoppage, we could experience a significant disruption of operations at our facilities. Likewise, if our non-unionized operations were to become unionized and thereafter commence a work stoppage, we could experience a significant disruption of operations at our facilities. If we are unable to reach or renew collective bargaining agreements with our unionized workers, we could also experience higher ongoing labor costs. Any work stoppage by any one or more of our significant customers, transportation providers or suppliers could also have similar negative effects on us. Depending on scope and duration, any of these labor disruptions could have a material adverse effect on our financial condition, results of operations or cash flows.", "prior_body": "As of December 31, 2022, a significant number of employees in our Western Timberlands and Wood Products businesses were covered by collective bargaining agreements. As discussed in our MD&A, Weyerhaeuser employee members of the International Association of Machinists and Aerospace Workers union commenced a work stoppage in September 2022 affecting the company’s operations in Washington and Oregon, which was subsequently resolved in October 2022. The stoppage involved approximately 1,200 employees, affected our Wood Products and Timberlands operations and had a negative impact on our operations for the third and fourth quarter of 2022. If these workers were to engage in a protracted strike or other work stoppage, or if our non-unionized operations were to become unionized, we could experience a significant disruption of operations at our facilities or higher ongoing labor costs. A significant customer, transportation provider or supplier strike or other work stoppage could also have similar effects on us. WEYERHAEUSER COMPANY > 2022 ANNUAL REPORT AND FORM 10-K 36 Table of Contents Table of Contents" }, { "status": "MODIFIED", "current_title": "ECONOMIC AND MARKET CONDITIONS AFFECTING OUR OPERATIONS", "prior_title": "ECONOMIC AND MARKET CONDITIONS AFFECTING OUR OPERATIONS", "similarity_score": 0.789, "confidence": "high", "key_changes": [ "Reworded sentence: \"housing and repair and remodel segments, inflation trends and interest rates.\"", "Reworded sentence: \"The demand for pulpwood from our Timberlands segment is directly affected by the production of pulp, paper and oriented strand board (OSB) WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 43 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 43 Table of Contents Table of Contents Table of Contents as well as the demand for biofuels, such as wood-burning pellets made from pulpwood.\"", "Reworded sentence: \"Our Real Estate, Energy and Natural Resources segment is affected by a variety of factors, including the general state of the economy, local real estate market conditions, the level of construction activity in the U.S.\"", "Reworded sentence: \"Census Bureau, housing starts for fourth quarter 2023 averaged 1.5 million units, a 6.1 percent increase from third quarter 2023.\"", "Reworded sentence: \"Over the longer term, we expect this sector to return to pre-pandemic growth trends with healthy household balance sheets, elevated home equity and an aging U.S.\"" ], "current_body": "Our market conditions and the strength of the broader U.S. economy are, and will continue to be, influenced by the trajectory of activity in the U.S. housing and repair and remodel segments, inflation trends and interest rates. The demand for sawlogs within our Timberlands segment is directly affected by domestic production of wood-based building products. The strength of the U.S. housing market, particularly new residential construction, strongly affects demand in our Wood Products segment, as does repair and remodeling activity. Seasonal weather patterns impact the level of construction activity in the U.S., which in turn affects demand for our logs and wood products. Our Timberlands segment, specifically 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) WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 43 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 43 Table of Contents Table of Contents Table of Contents as well as the demand for biofuels, such as wood-burning pellets made from pulpwood. Our Timberlands segment is also influenced by the availability of harvestable timber. In general, Western log markets are highly tensioned by available supply, while Southern log markets have more available supply. However, additional mill capacity being added in the U.S. South has led to tightening of markets in certain geographies. Our Real Estate, Energy and Natural Resources segment is affected by a variety of factors, including the general state of the economy, local real estate market conditions, the level of construction activity in the U.S. and evolution of emerging renewable energy and carbon-related markets. Over the past year, particularly in the first half of 2023, home sales and building activity slowed due in part to higher mortgage interest rates, reduced affordability and general macroeconomic conditions. In the latter part of 2023, new home sales and construction activity strengthened, supported by near record-low levels of existing inventory. On a seasonally adjusted annual basis, as reported by the U.S. Census Bureau, housing starts for fourth quarter 2023 averaged 1.5 million units, a 6.1 percent increase from third quarter 2023. Single-family starts averaged 1.0 million units in fourth quarter 2023, a 7.7 percent increase from third quarter 2023. Multi-family starts averaged 412 thousand units in fourth quarter 2023, which was a 2.2 percent increase from third quarter 2023. Single-family construction is the primary driver for our business as compared to multi-family due to the amount of wood products used. Sales of newly built, single-family homes averaged a seasonally adjusted annual rate of 652 thousand units for fourth quarter 2023, a decrease of 6.0 percent from third quarter 2023. Over the medium to long-term, we expect a favorable U.S. housing construction market supported by strong demographics in the key homebuying age cohorts, a decade of underbuilding and a historically low housing inventory. Repair and remodeling expenditures were steady from third quarter 2023 to fourth quarter 2023 according to the Census Bureau Advance Retail Spending report. Do-it-yourself activity has been returning to more normalized levels while professionally contracted activities have benefited from larger projects and increases in home equity levels. Over the longer term, we expect this sector to return to pre-pandemic growth trends with healthy household balance sheets, elevated home equity and an aging U.S. housing stock, with a median age of 43 years. In U.S. wood product markets, demand for lumber and OSB was influenced by cautious buyer sentiment at the outset of fourth quarter 2023. As the quarter progressed, demand increased in response to strong single-family housing starts and improving macroeconomic conditions. The Random Lengths Framing Lumber Composite price averaged $384/MBF and the OSB Composite averaged $406/MSF in fourth quarter 2023. Over the course of the fourth quarter, composite prices for lumber decreased from $422/MBF to $395/MBF and composite prices for OSB decreased from $454/MSF to $430/MSF. In Western log markets, Douglas fir sawlog prices decreased 2.8 percent in fourth quarter 2023 compared with third quarter 2023, as reported by Fastmarkets RISI Log Lines based on Weyerhaeuser’s sales mix. Overall, domestic log demand and prices faced downward pressure at the outset of the quarter, as mills adjusted to a softening lumber market and worked through elevated log inventories. As the quarter progressed, lumber markets improved, and log supply decreased seasonally. In the South, delivered sawlog prices decreased 0.5 percent in fourth quarter 2023 compared to third quarter 2023 and declined 3.6 percent from fourth quarter 2022 as reported by TimberMart-South. This was primarily driven by ample log supply, elevated mill inventories and reduced demand for finished goods during the quarter. Currency exchange rates, available supply from other countries and trade policy affect our export businesses. During fourth quarter 2023, end use demand in export markets was mixed. In Japan, total housing starts decreased 4.7 percent year to date through November compared to the same period in 2022, while the key Post and Beam segment saw a 6.2 percent decrease. Lumber imports to Japan from Europe were more balanced than in previous quarters, providing support for logs. China’s weaker end use demand for logs and lumber was offset by lower competitive supply, leading to stable pricing for logs from the West. Interest rates affect our business primarily through their impact on mortgage rates and housing affordability, their general impact on the economy and their influence on our capital management activities. Actions by the U.S. Federal Reserve, the overall condition of the economy and fluctuations in financial markets are all factors that influence long-term interest rates. 30-year mortgage rates, which are correlated with long-term interest rates, decreased from 7.3 percent at the end of third quarter 2023 to 6.6 percent at the end of fourth quarter 2023, 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, reducing inventories of existing homes for sale which has led to increased 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 3.4 percent as of December 2023, which is markedly down from its peak of over 9.0 percent annual increase in June 2022. While we can offset some of the impacts of inflation through our sales activities, our operational excellence initiatives and our procurement practices, not all of the costs associated with inflation can be fully mitigated or passed on to the consumer. 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 of 3.7 percent in December 2023 remained near historically low levels and decreased 0.1 percent from the end of third quarter 2023. Governments and businesses across the globe are taking action on climate change and are making significant commitments towards decarbonizing operations and reducing greenhouse gas emissions to net zero. Achieving these commitments will require governments and companies to take major steps to modify operations, invest in low-carbon activities and purchase credits to reduce environmental impacts. We believe we are uniquely positioned to help entities achieve these commitments through natural climate solutions, including forest carbon sequestration, carbon capture and storage and renewable energy activities. WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 44 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 44 Table of Contents Table of Contents Table of Contents", "prior_body": "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, impacts from any future restrictions related to COVID-19 or other viral or similar outbreak, inflation trends and interest rates. The demand for sawlogs within our Timberlands segment is directly affected by domestic production of wood-based building products. The strength of the U.S. housing market, particularly new residential construction, strongly affects demand in our Wood Products segment, as does repair and remodeling activity. Seasonal weather patterns impact the level of construction activity in the U.S., which in turn affects demand for our logs and wood products. Our Timberlands segment, specifically 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. The Timberlands segment is also influenced by the availability of harvestable timber. In general, Western log markets are highly tensioned by available supply, while Southern log markets have more available supply. However, additional mill capacity being added in the U.S. South has led to tightening of markets in certain geographies. Our Real Estate, Energy and Natural Resources segment is affected by a variety of factors, including the general state of the economy, local real estate market conditions, the level of construction activity in the U.S., and evolution of emerging renewable energy and carbon-related markets. While underlying longer-term fundamentals remain favorable for construction of new housing in the U.S., home sales and building activity have slowed due in part to higher mortgage interest rates, reduced affordability and general macroeconomic conditions. On a seasonally adjusted annual basis, as reported by the U.S. Census Bureau, housing starts for fourth quarter 2022 averaged 1.4 million units, a 3.2 percent decrease from third quarter 2022. Single family starts averaged 0.9 million units, a 4.8 percent decrease from third quarter 2022. Multi-family starts averaged 541 thousand units in fourth quarter 2022, which was a 0.6 percent decrease from third quarter 2022. Sales of newly built, single family homes averaged a seasonally adjusted annual rate of 605 thousand units for fourth quarter 2022, an increase of 4.4 percent from the prior quarter. Over the medium to long-term, we expect continued strength in the U.S. housing construction market, supported by strong demographics in the key homebuying age cohorts, a decade of underbuilding and an aging housing stock. Repair and remodeling expenditures decreased by 0.8 percent from third quarter 2022 to fourth quarter 2022 according to the Census Bureau Advance Retail Spending report. Do-it-yourself activity has been returning to more normalized levels while professionally contracted activities have benefited from larger projects and increases in home equity levels. Over the longer term, we expect this sector to return to pre-pandemic growth trends with healthy household balance sheets, elevated home equity and a U.S. housing stock median age of 43 years. In U.S. wood product markets, demand felt the effects of a slowing housing market and more uncertain economic environment over most of fourth quarter 2022. The Random Lengths Framing Lumber Composite price averaged $452/MBF and the OSB Composite averaged $360/MSF in fourth quarter 2022. Over the course of the fourth quarter, prices declined from $512/MBF to $380/MBF for lumber and from $402/MSF to $288/MSF for OSB. In Western log markets, Douglas fir sawlog prices fell by 7.4 percent in fourth quarter 2022 compared with third quarter 2022 as reported by RISI Log Lines based on Weyerhaeuser’s portfolio mix. Overall, domestic prices in the West fell moderately, as mills felt the effects of lower lumber prices, partially offset by continued constraints in log supply. In the South, delivered sawlog prices increased by 1.2 percent in fourth quarter 2022 compared to third quarter 2022 and 4.6 percent from fourth quarter 2021 as reported by Timber Mart-South, as mills are carrying higher inventories to mitigate log and haul capacity constraints. Currency exchange rates, available supply from other countries and trade policy affect our export businesses. During fourth quarter 2022, end use demand softened in export markets, partially offset by continued disruptions in global log and lumber supply. In Japan, total housing starts increased 0.8 percent year to date through November compared to the same period in 2021, while the key Post and Beam segment saw a 4.0 percent decrease. An increase in lumber imports from Europe to Japan placed downward pressure on market conditions. China demand was held back by zero COVID-19 policies and general economic conditions, but constraints of supply sources from other countries, particularly Russia, supported demand from U.S. producers. Interest rates affect our business primarily through their impact on mortgage rates and housing affordability, their general impact on the economy, and their influence on our capital management activities. Actions by the U.S. Federal Reserve, the overall condition of the economy, and fluctuations in financial markets are all factors that influence long-term interest rates. 30-year mortgage rates, which are correlated with long-term interest rates, decreased from 6.7 percent at the end of third quarter 2022 to 6.4 percent at the end of the fourth quarter. While mortgage rates fell over the quarter and from a high of over 7 percent in November, the rapid increase in mortgage rates since the end of 2021 has had a negative impact on home affordability and reduced demand for homebuying. 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 6.5 percent year over year in December 2022, primarily due to demand and supply for goods and services, fluctuations in labor markets, and monetary policy set by the U.S. Federal Reserve. While we can offset some of the impacts of inflation through our sales activities, our operational excellence initiatives and our procurement practices, not all of the costs associated with inflation can be fully mitigated or passed on to the consumer. 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 of 3.5 percent in December 2022 remained near historically low levels and was unchanged from the end of the third quarter. WEYERHAEUSER COMPANY > 2022 ANNUAL REPORT AND FORM 10-K 44 Table of Contents Table of Contents Labor force participation has increased to 62.3 percent in December 2022, from 61.9 percent in December 2021, but this remains below pre-pandemic levels of over 63 percent. Governments and businesses across the globe are taking action on climate change and are making significant commitments towards reducing greenhouse gas emissions to net zero. Achieving these commitments will require governments and companies to take major steps to modify operations, invest in low-carbon activities and purchase offsets to reduce environmental impacts. We believe we are uniquely positioned to help entities achieve these commitments through natural climate solutions, including forest carbon sequestration and carbon capture and storage activities. In mid-September 2022, Weyerhaeuser employee members of the International Association of Machinists and Aerospace Workers union commenced a work stoppage affecting the company’s operations in Washington and Oregon. The stoppage involved approximately 1,200 employees and affected four lumber mills in our Wood Products segment and a portion of our Western Timberlands operations. This event had a negative impact on our operations for the third and fourth quarter, including reductions in fee harvest volumes and sale volumes for Western Timberlands, as well as reductions in production volumes and sales volumes for our lumber business. On October 28, 2022, the company announced the successful resolution of the work stoppage and resumed operations." }, { "status": "MODIFIED", "current_title": "Net Charge to Earnings for Unallocated Items", "prior_title": "Net Charge to Earnings for Unallocated Items", "similarity_score": 0.789, "confidence": "high", "key_changes": [ "Reworded sentence: \"DOLLAR AMOUNTS IN MILLIONS AMOUNT OF CHANGE 2023 vs.\"" ], "current_body": "DOLLAR AMOUNTS IN MILLIONS AMOUNT OF CHANGE 2023 vs. 2023 2022 2022 Unallocated corporate function and variable compensation expense $ (127 ) $ (139 ) $ 12 Liability classified share-based compensation (2 ) 4 (6 ) Foreign exchange gain 1 10 (9 ) Elimination of intersegment profit in inventory and LIFO 11 (21 ) 32 Other (105 ) (56 ) (49 )", "prior_body": "DOLLAR AMOUNTS IN MILLIONS AMOUNT OF CHANGE 2022 vs. 2022 2021 2021 Unallocated corporate function and variable compensation expense $ (139 ) $ (129 ) $ (10 ) Liability classified share-based compensation 4 (6 ) 10 Foreign exchange gain 10 5 5 Elimination of intersegment profit in inventory and LIFO (21 ) (23 ) 2 Other (56 ) (89 ) 33" }, { "status": "MODIFIED", "current_title": "LIABILITIES AND EQUITY", "prior_title": "LIABILITIES AND EQUITY", "similarity_score": 0.784, "confidence": "high", "key_changes": [ "Reworded sentence: \"Current liabilities: Current maturities of long-term debt (Notes 11 and 12) $ — $ 982 Accounts payable 287 247 Accrued liabilities (Note 9) 501 511\"" ], "current_body": "Current liabilities: Current maturities of long-term debt (Notes 11 and 12) $ — $ 982 Accounts payable 287 247 Accrued liabilities (Note 9) 501 511", "prior_body": "Current liabilities: Current maturities of long-term debt (Notes 12 and 13) $ 982 $ — Accounts payable 247 281 Accrued liabilities (Note 10) 511 673" }, { "status": "MODIFIED", "current_title": "Our business is dependent upon attracting, retaining and developing key personnel.", "prior_title": "Our business is dependent upon attracting, retaining and developing key personnel.", "similarity_score": 0.778, "confidence": "high", "key_changes": [ "Reworded sentence: \"Our success depends, to a significant extent, upon our ability to attract, retain and develop employees to help run our business, including but not limited to employees needed to staff our operations and key personnel capable of performing at a high level to fill roles in senior corporate and operations management.\"", "Reworded sentence: \"In addition, most of our operations are located in rural communities where we draw from local labor forces to fill many positions in both our Timberlands and Wood Products operations.\"" ], "current_body": "Our success depends, to a significant extent, upon our ability to attract, retain and develop employees to help run our business, including but not limited to employees needed to staff our operations and key personnel capable of performing at a high level to fill roles in senior corporate and operations management. Our financial condition, results of operations or cash flows could be significantly adversely affected if we were to fail to recruit, retain, and develop such employees, or if there were to occur any significant decrease in the availability of such employees or any significant increase in the cost of providing such employees with competitive total compensation and benefits. For the last few years, we have experienced a competitive and challenging labor market. In addition, most of our operations are located in rural communities where we draw from local labor forces to fill many positions in both our Timberlands and Wood Products operations. These communities are often beset with many challenges ranging from struggling economies to limited community resources and access to educational opportunities, any one or more of which could lead to decreases in location populations and therefore decreases in the availability of an able and qualified workforce. A sustained labor shortage or increased turnover rates within our employee base, whether caused by any singular event such as the global pandemic or as a result of general macroeconomic or other factors, could disrupt our operations and lead to increased labor costs, such as an increased need for overtime work by current employees to meet demand and increased wage rates to attract and retain employees.", "prior_body": "Our success depends, to a significant extent, upon our ability to attract, retain and develop senior management, operations management and other key personnel. Our financial condition or results of operations could be significantly adversely affected if we were to fail to recruit, retain, and develop such personnel, or if there were to occur any significant decrease in the availability of such personnel or any significant increase in the cost of providing such personnel with competitive total compensation and benefits. For the last few years, we have experienced a competitive and challenging labor market. A sustained labor shortage or increased turnover rates within our employee base, whether caused by any singular event such as the global pandemic or as a result of general macroeconomic factors, could lead to increased labor costs such as an increased need for overtime work by current employees to meet demand and increased wage rates to attract and retain employees. Further, if we are unable to hire and retain employees capable of performing at a high level, our operations could be disrupted." }, { "status": "MODIFIED", "current_title": "Net earnings per diluted share", "prior_title": "Net earnings per diluted share", "similarity_score": 0.774, "confidence": "high", "key_changes": [ "Reworded sentence: \"$ 1.15 $ 2.53 Environmental remediation charge 0.01 — Gain on sale of timberlands (0.12 ) — Insurance recovery (0.01 ) — Legal benefit (0.03 ) — Legal expense 0.02 — Loss on debt extinguishment — 0.28 Pension settlement charge — 0.20 Restructuring, impairments and other charges — 0.01\"" ], "current_body": "$ 1.15 $ 2.53 Environmental remediation charge 0.01 — Gain on sale of timberlands (0.12 ) — Insurance recovery (0.01 ) — Legal benefit (0.03 ) — Legal expense 0.02 — Loss on debt extinguishment — 0.28 Pension settlement charge — 0.20 Restructuring, impairments and other charges — 0.01", "prior_body": "$ 2.53 $ 3.47 Loss on debt extinguishment 0.28 — Gain on sale of timberlands — (0.04 ) Insurance recovery — (0.01 ) Legal benefit — (0.01 ) Pension settlement charge 0.20 — Product remediation recovery — (0.04 ) Restructuring, impairments and other charges 0.01 —" }, { "status": "MODIFIED", "current_title": "INVESTING IN OUR BUSINESS", "prior_title": "INVESTING IN OUR BUSINESS", "similarity_score": 0.768, "confidence": "high", "key_changes": [ "Reworded sentence: \"Cash from investing activities includes items such as:  capital expenditures for property, equipment and reforestation,  acquisitions of timberlands,  proceeds from sales of assets and operations and  purchases and maturities of short-term investments.\"" ], "current_body": "Cash from investing activities includes items such as:  capital expenditures for property, equipment and reforestation,  acquisitions of timberlands,  proceeds from sales of assets and operations and  purchases and maturities of short-term investments. Consolidated net cash from investing activities was:  $(508) million in 2023 and  $(759) million in 2022.", "prior_body": "Cash from investing activities includes items such as:  acquisitions of property, equipment, timberlands and reforestation and  proceeds from sales of assets and operations. Consolidated net cash from investing activities was:  $(759) million in 2022 and  $(325) million in 2021. WEYERHAEUSER COMPANY > 2022 ANNUAL REPORT AND FORM 10-K 51 Table of Contents Table of Contents" }, { "status": "MODIFIED", "current_title": "RISK MITIGATION", "prior_title": "PROPERTIES", "similarity_score": 0.765, "confidence": "high", "key_changes": [ "Reworded sentence: \"We also manage cybersecurity risk by limiting our threat landscape.\"", "Reworded sentence: \"Our Business/What We Do/Timberlands/Where We Do It WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 41 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 41 Table of Contents Table of Contents Table of Contents  For details about our Real Estate, Energy and Natural Resources properties, go to Our Business/What We Do/Real Estate, Energy and Natural Resources/Where We Do It.\"" ], "current_body": "We also manage cybersecurity risk by limiting our threat landscape. For example, we do not store, transmit or process many of the types of data commonly targeted in cyberattacks, such as consumer credit card or financial information, nor do we store or maintain significant proprietary data on our systems. Moreover, our businesses do not involve or represent national infrastructure, the likes of which are common targets of cyber attackers (e.g., energy, oil & gas, transportation, communications, banking and financial systems, etc.). We recognize that cyber threats are a permanent part of the risk landscape and that new threats are constantly evolving. For these and other reasons, cybersecurity is a top risk management priority at Weyerhaeuser. Like many companies, we face a number of cybersecurity risks in the day-to-day operation of our business. Although to date these risks have not materialized into any instances or series of instances that have had a material adverse effect on our business or otherwise caused material harm to the company, we have, on occasion, experienced cybersecurity threats to our data and information systems, including phishing attacks. For more information about the cybersecurity risks we face, see the risk factor entitled \"Information Systems and Cybersecurity\" in Item 1A Risk Factors. Item 1A Risk Factors PROPERTIES Details about our facilities, production capacities and locations are found in the Our Business — What We Do section of this report. Our Business — What We Do  For details about our Timberlands properties, go to Our Business/What We Do/Timberlands/Where We Do It. Our Business/What We Do/Timberlands/Where We Do It WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 41 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 41 Table of Contents Table of Contents Table of Contents  For details about our Real Estate, Energy and Natural Resources properties, go to Our Business/What We Do/Real Estate, Energy and Natural Resources/Where We Do It. Our Business/What We Do/Real Estate, Energy and Natural Resources/Where We Do It  For details about our Wood Products properties, go to Our Business/What We Do/Wood Products/Where We Do It. Our Business/What We Do/Wood Products/Where We Do It", "prior_body": "Details about our facilities, production capacities and locations are found in the Our Business — What We Do section of this report. Our Business — What We Do  For details about our Timberlands properties, go to Our Business/What We Do/Timberlands/Where We Do It. Our Business/What We Do/Timberlands/Where We Do It  For details about our Real Estate, Energy and Natural Resources properties, go to Our Business/What We Do/Real Estate, Energy and Natural Resources/Where We Do It. Our Business/What We Do/Real Estate, Energy and Natural Resources/Where We Do It  For details about our Wood Products properties, go to Our Business/What We Do/Wood Products/Where We Do It. Our Business/What We Do/Wood Products/Where We Do It" }, { "status": "MODIFIED", "current_title": "Costs of Sales", "prior_title": "Costs of Sales", "similarity_score": 0.745, "confidence": "medium", "key_changes": [ "Reworded sentence: \"Costs of sales decreased $50 million — 3 percent — primarily due to decreased Western third-party log purchases, partially offset by increased logging and hauling costs and increased sales volumes.\"" ], "current_body": "Costs of sales decreased $572 million — 9 percent — primarily due to decreased sales volumes across most product lines and decreased raw material prices within our Wood Products segment, as well as decreased third-party log purchases within our Timberlands segment.", "prior_body": "Costs of sales increased $461 million — 8 percent — primarily due to increased freight and raw material costs within our Wood Products segment, as well as increased logging and hauling costs and increased third party log purchase costs within our Timberlands segment." }, { "status": "MODIFIED", "current_title": "Comprehensive income:", "prior_title": "Comprehensive income:", "similarity_score": 0.736, "confidence": "medium", "key_changes": [ "Reworded sentence: \"Net earnings $ 839 $ 1,880 $ 2,607 Other comprehensive (loss) income: Foreign currency translation adjustments 7 (52 ) (11 ) Changes in unamortized actuarial loss, net of tax benefit (expense) of $17 in 2023, $(95) in 2022 and $(112) in 2021 (51 ) 284 351 Changes in unamortized net prior service credit, net of tax benefit (expense) of $2 in 2023, $(2) in 2022 and $1 in 2021 (2 ) — 3\"" ], "current_body": "Net earnings $ 839 $ 1,880 $ 2,607 Other comprehensive (loss) income: Foreign currency translation adjustments 7 (52 ) (11 ) Changes in unamortized actuarial loss, net of tax benefit (expense) of $17 in 2023, $(95) in 2022 and $(112) in 2021 (51 ) 284 351 Changes in unamortized net prior service credit, net of tax benefit (expense) of $2 in 2023, $(2) in 2022 and $1 in 2021 (2 ) — 3", "prior_body": "Net earnings $ 1,880 $ 2,607 $ 797 Other comprehensive (loss) income: Foreign currency translation adjustments (52 ) (11 ) 18 Changes in unamortized actuarial loss, net of tax expense of $95 in 2022, $112 in 2021 and $22 in 2020 284 351 62 Changes in unamortized net prior service credit, net of tax (expense) benefit of $(2) in 2022, $1 in 2021 and $0 in 2020 — 3 2" }, { "status": "MODIFIED", "current_title": "Net earnings", "prior_title": "Net earnings", "similarity_score": 0.732, "confidence": "medium", "key_changes": [ "Reworded sentence: \"$ 839 $ 1,880 $ 2,607 Earnings per share (Note 5): Basic $ 1.15 $ 2.53 $ 3.48 Diluted $ 1.15 $ 2.53 $ 3.47 Weighted average shares outstanding (in thousands) (Note 5): Basic 731,654 741,904 749,496 Diluted 732,222 742,953 750,983 See accompanying Notes to Consolidated Financial Statements.\"" ], "current_body": "$ 839 $ 1,880 Environmental remediation charge 8 — Gain on sale of timberlands (83 ) — Insurance recovery (10 ) — Legal benefit (25 ) — Legal expense 20 — Loss on debt extinguishment — 207 Pension settlement charge — 152 Restructuring, impairments and other charges — 8", "prior_body": "$ 1,880 $ 2,607 Loss on debt extinguishment 207 — Gain on sale of timberlands — (32 ) Insurance recovery — (9 ) Legal benefit — (12 ) Pension settlement charge 152 — Product remediation recovery — (28 ) Restructuring, impairments and other charges 8 —" }, { "status": "MODIFIED", "current_title": "CONSOLIDATED BALANCE SHEET", "prior_title": "CONSOLIDATED BALANCE SHEET", "similarity_score": 0.73, "confidence": "medium", "key_changes": [ "Reworded sentence: \"DOLLAR AMOUNTS IN MILLIONS, EXCEPT PAR VALUE DECEMBER 31, 2023 DECEMBER 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 1,164 $ 1,581 Receivables, net 354 357 Receivables for taxes 10 42 Inventories (Note 6) 566 550 Prepaid expenses and other current assets 219 216\"" ], "current_body": "DOLLAR AMOUNTS IN MILLIONS, EXCEPT PAR VALUE DECEMBER 31, 2023 DECEMBER 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 1,164 $ 1,581 Receivables, net 354 357 Receivables for taxes 10 42 Inventories (Note 6) 566 550 Prepaid expenses and other current assets 219 216", "prior_body": "DOLLAR AMOUNTS IN MILLIONS, EXCEPT PAR VALUE DECEMBER 31, 2022 DECEMBER 31, 2021 ASSETS Current assets: Cash and cash equivalents $ 1,581 $ 1,879 Receivables, net 357 507 Receivables for taxes 42 24 Inventories (Note 6) 550 520 Prepaid expenses and other current assets 216 205" }, { "status": "MODIFIED", "current_title": "Gross margin", "prior_title": "Gross margin", "similarity_score": 0.709, "confidence": "medium", "key_changes": [ "Reworded sentence: \"1,682 3,620 4,098 Selling expenses 87 93 95 General and administrative expenses 431 398 396 Product remediation recoveries (Note 17) — — (37 ) Gain on sale of timberlands (Note 4) (84 ) — (32 ) Other operating costs, net (Note 18) 62 49 33\"" ], "current_body": "1,682 3,620 4,098 Selling expenses 87 93 95 General and administrative expenses 431 398 396 Product remediation recoveries (Note 17) — — (37 ) Gain on sale of timberlands (Note 4) (84 ) — (32 ) Other operating costs, net (Note 18) 62 49 33", "prior_body": "3,620 4,098 2,085 Selling expenses 93 95 83 General and administrative expenses 398 396 347 Product remediation recoveries (Note 18) — (37 ) (8 ) Gain on sale of timberlands (Note 4) — (32 ) (182 ) Other operating costs, net (Note 19) 49 33 135" }, { "status": "MODIFIED", "current_title": "Net Sales and Net Contribution to Earnings for Timberlands", "prior_title": "Net Sales and Net Contribution to Earnings for Timberlands", "similarity_score": 0.707, "confidence": "medium", "key_changes": [ "Reworded sentence: \"DOLLAR AMOUNTS IN MILLIONS AMOUNT OF CHANGE 2023 vs.\"" ], "current_body": "DOLLAR AMOUNTS IN MILLIONS AMOUNT OF CHANGE 2023 vs. 2023 2022 2022 Net sales to unaffiliated customers: Delivered logs: West $ 794 $ 1,004 $ (210 ) South 643 645 (2 ) North 48 56 (8 ) Total 1,485 1,705 (220 ) Stumpage and pay-as-cut timber 56 46 10 Recreational and other lease revenue 74 68 6 Other products(1) 39 39 —", "prior_body": "DOLLAR AMOUNTS IN MILLIONS AMOUNT OF CHANGE 2022 vs. 2022 2021 2021 Net sales to unaffiliated customers: Delivered logs: West $ 1,004 $ 869 $ 135 South 645 589 56 North 56 52 4 Total 1,705 1,510 195 Stumpage and pay-as-cut timber 46 31 15 Recreational and other lease revenue 68 65 3 Other products(1) 39 30 9" }, { "status": "MODIFIED", "current_title": "Total current assets", "prior_title": "Total current assets", "similarity_score": 0.704, "confidence": "medium", "key_changes": [ "Reworded sentence: \"2,313 2,746 Property and equipment, net (Note 7) 2,269 2,171 Construction in progress 270 222 Timber and timberlands at cost, less depletion 11,528 11,604 Minerals and mineral rights, less depletion 200 214 Deferred tax assets (Note 19) 15 8 Other assets 388 375\"" ], "current_body": "2,313 2,746 Property and equipment, net (Note 7) 2,269 2,171 Construction in progress 270 222 Timber and timberlands at cost, less depletion 11,528 11,604 Minerals and mineral rights, less depletion 200 214 Deferred tax assets (Note 19) 15 8 Other assets 388 375", "prior_body": "2,746 3,135 Property and equipment, net (Note 7) 2,171 2,057 Construction in progress 222 175 Timber and timberlands at cost, less depletion 11,604 11,510 Minerals and mineral rights, less depletion 214 255 Deferred tax assets (Note 20) 8 17 Other assets 375 503" }, { "status": "MODIFIED", "current_title": "Adjusted EBITDA", "prior_title": "Adjusted EBITDA", "similarity_score": 0.701, "confidence": "medium", "key_changes": [ "Reworded sentence: \"$ 646 $ 320 $ 905 $ (177 ) $ 1,694 (1)Operating income (loss) for Timberlands includes pretax special items consisting of an $84 million gain on the sale of timberlands and a $25 million legal benefit.\"" ], "current_body": "$ 646 $ 320 $ 905 $ (177 ) $ 1,694 (1)Operating income (loss) for Timberlands includes pretax special items consisting of an $84 million gain on the sale of timberlands and a $25 million legal benefit. Operating income (loss) for Timberlands includes pretax special items consisting of an $84 million gain on the sale of timberlands and a $25 million legal benefit. (2)Operating income (loss) for Wood Products includes a pretax special item consisting of a $14 million insurance recovery. Operating income (loss) for Wood Products includes a pretax special item consisting of a $14 million insurance recovery. (3)Operating income (loss) for Unallocated Items includes pretax special items consisting of an $11 million noncash environmental remediation charge and $27 million of legal expense. Operating income (loss) for Unallocated Items includes pretax special items consisting of an $11 million noncash environmental remediation charge and $27 million of legal expense. WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 55 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 55 Table of Contents Table of Contents Table of Contents The table below reconciles Adjusted EBITDA by segment to net earnings for the year ended December 31, 2022: DOLLAR AMOUNTS IN MILLIONS REAL ESTATE WOOD UNALLOCATED TIMBERLANDS & ENR PRODUCTS ITEMS TOTAL Net earnings $ 1,880 Interest expense, net of capitalized interest 270 Loss on debt extinguishment(1) 276 Income taxes 425", "prior_body": "$ 784 $ 329 $ 2,737 $ (196 ) $ 3,654 (1)Loss on debt extinguishment is a special item consisting of a pretax charge of $276 million related to early debt retirement. Loss on debt extinguishment is a special item consisting of a pretax charge of $276 million related to early debt retirement. (2)Operating income (loss) for Real Estate & ENR includes a pretax special item consisting of a $10 million noncash impairment charge related to the planned divestiture of legacy coal assets. Operating income (loss) for Real Estate & ENR includes a pretax special item consisting of a $10 million noncash impairment charge related to the planned divestiture of legacy coal assets. WEYERHAEUSER COMPANY > 2022 ANNUAL REPORT AND FORM 10-K 56 Table of Contents Table of Contents The table below reconciles Adjusted EBITDA by segment to net earnings for the year ended December 31, 2021: DOLLAR AMOUNTS IN MILLIONS REAL ESTATE WOOD UNALLOCATED TIMBERLANDS & ENR PRODUCTS ITEMS TOTAL Net earnings $ 2,607 Interest expense, net of capitalized interest 313 Income taxes 709" }, { "status": "MODIFIED", "current_title": "Operating income", "prior_title": "Operating income", "similarity_score": 0.697, "confidence": "medium", "key_changes": [ "Reworded sentence: \"1,186 3,080 3,643 Non-operating pension and other post-employment benefit costs (Note 8) (45 ) (254 ) (19 ) Interest income and other 76 25 5 Interest expense, net of capitalized interest (280 ) (270 ) (313 ) Loss on debt extinguishment (Note 11) — (276 ) —\"" ], "current_body": "1,186 3,080 3,643 Non-operating pension and other post-employment benefit costs (Note 8) (45 ) (254 ) (19 ) Interest income and other 76 25 5 Interest expense, net of capitalized interest (280 ) (270 ) (313 ) Loss on debt extinguishment (Note 11) — (276 ) —", "prior_body": "3,080 3,643 1,710 Non-operating pension and other post-employment benefit costs (Note 9) (254 ) (19 ) (290 ) Interest income and other 25 5 5 Interest expense, net of capitalized interest (270 ) (313 ) (351 ) Loss on debt extinguishment (Note 12) (276 ) — (92 )" }, { "status": "MODIFIED", "current_title": "Cash flows from financing activities:", "prior_title": "Cash flows from financing activities:", "similarity_score": 0.691, "confidence": "medium", "key_changes": [ "Reworded sentence: \"Cash dividends on common shares (1,216 ) (1,617 ) (884 ) Net proceeds from issuance of long-term debt (Note 11) 992 881 — Payments on long-term debt (Note 11) (978 ) (1,203 ) (375 ) Repurchases of common shares (Note 14) (131 ) (543 ) (100 ) Other (9 ) (9 ) 29\"" ], "current_body": "Cash dividends on common shares (1,216 ) (1,617 ) (884 ) Net proceeds from issuance of long-term debt (Note 11) 992 881 — Payments on long-term debt (Note 11) (978 ) (1,203 ) (375 ) Repurchases of common shares (Note 14) (131 ) (543 ) (100 ) Other (9 ) (9 ) 29", "prior_body": "Cash dividends on common shares (1,617 ) (884 ) (381 ) Net proceeds from issuance of long-term debt (Note 12) 881 — 732 Payments on long-term debt (Note 12) (1,203 ) (375 ) (1,492 ) Proceeds from borrowings on line of credit (Note 11) — — 550 Payments on line of credit (Note 11) — — (780 ) Proceeds from exercise of stock options 16 51 33 Repurchases of common shares (Note 15) (543 ) (100 ) — Other (25 ) (22 ) (20 )" }, { "status": "MODIFIED", "current_title": "Net contribution (charge) to earnings", "prior_title": "Net contribution (charge) to earnings", "similarity_score": 0.687, "confidence": "medium", "key_changes": [ "Reworded sentence: \"$ 488 $ 211 $ 709 $ (191 ) $ 1,217 Non-operating pension and other post-employment benefit costs — — — 45 45 Interest income and other — — — (76 ) (76 )\"" ], "current_body": "$ 488 $ 211 $ 709 $ (191 ) $ 1,217 Non-operating pension and other post-employment benefit costs — — — 45 45 Interest income and other — — — (76 ) (76 )", "prior_body": "$ 528 $ 218 $ 2,536 $ (431 ) $ 2,851 Non-operating pension and other post-employment benefit costs — — — 254 254 Interest income and other — — — (25 ) (25 )" }, { "status": "MODIFIED", "current_title": "Total liabilities", "prior_title": "Total liabilities", "similarity_score": 0.684, "confidence": "medium", "key_changes": [ "Reworded sentence: \"6,747 6,591 Commitments and contingencies (Note 13) Commitments and contingencies (Note 13) Commitments and contingencies (Note 13) Commitments and contingencies (Note 13) Equity: Weyerhaeuser shareholders’ interest (Notes 14 and 15): Common shares: $1.25 par value; authorized 1,360 million shares; issued and outstanding: 729,753 thousand shares at December 31, 2023 and 732,794 thousand shares at December 31, 2022 912 916 Other capital 7,608 7,691 Retained earnings 2,009 2,389 Accumulated other comprehensive loss (Note 14) (293 ) (247 )\"" ], "current_body": "6,747 6,591 Commitments and contingencies (Note 13) Commitments and contingencies (Note 13) Commitments and contingencies (Note 13) Commitments and contingencies (Note 13) Equity: Weyerhaeuser shareholders’ interest (Notes 14 and 15): Common shares: $1.25 par value; authorized 1,360 million shares; issued and outstanding: 729,753 thousand shares at December 31, 2023 and 732,794 thousand shares at December 31, 2022 912 916 Other capital 7,608 7,691 Retained earnings 2,009 2,389 Accumulated other comprehensive loss (Note 14) (293 ) (247 )", "prior_body": "6,591 6,885 Commitments and contingencies (Note 14) Commitments and contingencies (Note 14) Commitments and contingencies (Note 14) Commitments and contingencies (Note 14) Equity: Weyerhaeuser shareholders’ interest (Notes 15 and 16): Common shares: $1.25 par value; authorized 1,360 million shares; issued and outstanding: 732,794 thousand shares at December 31, 2022 and 747,301 thousand shares atDecember 31, 2021 916 934 Other capital 7,691 8,181 Retained earnings 2,389 2,131 Accumulated other comprehensive loss (Note 15) (247 ) (479 )" }, { "status": "MODIFIED", "current_title": "Cash flows from operations:", "prior_title": "Cash flows from operations:", "similarity_score": 0.679, "confidence": "medium", "key_changes": [ "Reworded sentence: \"Net earnings $ 839 $ 1,880 $ 2,607 Noncash charges (credits) to earnings: Depreciation, depletion and amortization 500 480 477 Basis of real estate sold 93 84 71 Pension and other post-employment benefits (Note 8) 68 290 61 Share-based compensation expense (Note 15) 36 33 30 Net gains on sale of timberlands (Note 4) (84 ) — (32 ) Loss on debt extinguishment (Note 11) — 276 — Other (6 ) (30 ) 14 Change in: Receivables, net 4 149 (57 ) Receivables and payables for taxes 41 (101 ) 99 Inventories (13 ) (37 ) (77 ) Prepaid expenses and other current assets (13 ) (12 ) (25 ) Accounts payable and accrued liabilities 35 (111 ) 113 Pension and post-employment benefit contributions and payments (20 ) (24 ) (59 ) Other (47 ) (45 ) (63 )\"" ], "current_body": "Net earnings $ 839 $ 1,880 $ 2,607 Noncash charges (credits) to earnings: Depreciation, depletion and amortization 500 480 477 Basis of real estate sold 93 84 71 Pension and other post-employment benefits (Note 8) 68 290 61 Share-based compensation expense (Note 15) 36 33 30 Net gains on sale of timberlands (Note 4) (84 ) — (32 ) Loss on debt extinguishment (Note 11) — 276 — Other (6 ) (30 ) 14 Change in: Receivables, net 4 149 (57 ) Receivables and payables for taxes 41 (101 ) 99 Inventories (13 ) (37 ) (77 ) Prepaid expenses and other current assets (13 ) (12 ) (25 ) Accounts payable and accrued liabilities 35 (111 ) 113 Pension and post-employment benefit contributions and payments (20 ) (24 ) (59 ) Other (47 ) (45 ) (63 )", "prior_body": "Net earnings $ 1,880 $ 2,607 $ 797 Noncash charges (credits) to earnings: Depreciation, depletion and amortization 480 477 472 Basis of real estate sold 84 71 141 Deferred income taxes, net (Note 20) (30 ) 14 (56 ) Pension and other post-employment benefits (Note 9) 290 61 326 Share-based compensation expense (Note 16) 33 30 30 Net gains on sale of timberlands (Note 4) — (32 ) (182 ) Timber casualty loss (Note 19) — — 80 Loss on debt extinguishment (Note 12) 276 — 92 Change in: Receivables, net 149 (57 ) (141 ) Receivables and payables for taxes (101 ) 99 65 Inventories (37 ) (77 ) (25 ) Prepaid expenses and other current assets (12 ) (25 ) (4 ) Accounts payable and accrued liabilities (111 ) 113 (17 ) Pension and post-employment benefit contributions and payments (24 ) (59 ) (30 ) Other (45 ) (63 ) (19 )" }, { "status": "MODIFIED", "current_title": "Total current liabilities", "prior_title": "Total current liabilities", "similarity_score": 0.674, "confidence": "medium", "key_changes": [ "Reworded sentence: \"788 1,740 Long-term debt, net (Notes 11 and 12) 5,069 4,071 Deferred tax liabilities (Note 19) 81 96 Deferred pension and other post-employment benefits (Note 8) 461 344 Other liabilities 348 340\"" ], "current_body": "788 1,740 Long-term debt, net (Notes 11 and 12) 5,069 4,071 Deferred tax liabilities (Note 19) 81 96 Deferred pension and other post-employment benefits (Note 8) 461 344 Other liabilities 348 340", "prior_body": "1,740 954 Long-term debt, net (Notes 12 and 13) 4,071 5,099 Deferred tax liabilities (Note 20) 96 46 Deferred pension and other post-employment benefits (Note 9) 344 440 Other liabilities 340 346" }, { "status": "MODIFIED", "current_title": "Net Sales and Net Contribution to Earnings for Wood Products", "prior_title": "Net Sales and Net Contribution to Earnings for Wood Products", "similarity_score": 0.672, "confidence": "medium", "key_changes": [ "Reworded sentence: \"DOLLAR AMOUNTS IN MILLIONS AMOUNT OF CHANGE 2023 vs.\"" ], "current_body": "DOLLAR AMOUNTS IN MILLIONS AMOUNT OF CHANGE 2023 vs. 2023 2022 2022 Net sales: Structural lumber $ 2,123 $ 3,374 $ (1,251 ) Oriented strand board 944 1,578 (634 ) Engineered solid section 783 862 (79 ) Engineered I-joists 447 573 (126 ) Softwood plywood 166 193 (27 ) Medium density fiberboard 155 192 (37 ) Complementary building products 704 840 (136 ) Other products produced (1) 335 346 (11 )", "prior_body": "DOLLAR AMOUNTS IN MILLIONS AMOUNT OF CHANGE 2022 vs. 2022 2021 2021 Net sales: Structural lumber $ 3,374 $ 3,721 $ (347 ) Oriented strand board 1,578 1,840 (262 ) Engineered solid section 862 679 183 Engineered I-joists 573 447 126 Softwood plywood 193 210 (17 ) Medium density fiberboard 192 186 6 Complementary building products 840 790 50 Other products produced (1) 346 348 (2 )" }, { "status": "MODIFIED", "current_title": "Net charge to earnings", "prior_title": "Net charge to earnings", "similarity_score": 0.668, "confidence": "medium", "key_changes": [ "Reworded sentence: \"$ (191 ) $ (431 ) $ 240 Net charge to earnings decreased by $240 million — 56 percent — primarily due to a $209 million decrease in non-operating pension and other post-employment benefit costs attributable to a $205 million pension settlement charge recorded in fourth quarter 2022 (refer to Note 8: Pension and Other Post-Employment Benefit Plans), as well as a $51 million increase in interest income and other attributable to interest earned on short-term investments held for a portion of the year in 2023 and an increase in the interest rate on our cash and investment accounts.\"" ], "current_body": "$ (191 ) $ (431 ) $ 240 Net charge to earnings decreased by $240 million — 56 percent — primarily due to a $209 million decrease in non-operating pension and other post-employment benefit costs attributable to a $205 million pension settlement charge recorded in fourth quarter 2022 (refer to Note 8: Pension and Other Post-Employment Benefit Plans), as well as a $51 million increase in interest income and other attributable to interest earned on short-term investments held for a portion of the year in 2023 and an increase in the interest rate on our cash and investment accounts. Note 8: Pension and Other Post-Employment Benefit Plans", "prior_body": "$ (431 ) $ (256 ) $ (175 ) Net charge to earnings increased by $175 million — 68 percent — primarily due to a $235 million increase in non-operating pension and other post-employment benefit costs primarily attributable to a $205 million pension settlement charge (refer to Note 9: Pension and Other Post-Employment Benefit Plans). Note 9: Pension and Other Post-Employment Benefit Plans This increase was partially offset by:  a $33 million decrease in other, primarily due to lower charges for group insurance and environmental remediation;  a $20 million increase in interest income and other due to an increase in the interest rate on our cash and investment accounts and  a $10 million decrease in liability classified share-based compensation driven by the change in our stock price." }, { "status": "MODIFIED", "current_title": "INTEREST EXPENSE", "prior_title": "INTEREST EXPENSE", "similarity_score": 0.666, "confidence": "medium", "key_changes": [ "Reworded sentence: \"Our net interest expense incurred for the last two years was:  $280 million in 2023 and  $270 million in 2022.\"" ], "current_body": "Our net interest expense incurred for the last two years was:  $280 million in 2023 and  $270 million in 2022. Interest expense increased by $10 million compared to 2022 primarily due to the May 2023 issuance of debt securities that increased our weighted average outstanding debt. Refer to Note 11: Long-Term Debt, Net for further information. Note 11: Long-Term Debt, Net", "prior_body": "Our net interest expense incurred for the last two years was:  $270 million in 2022 and  $313 million in 2021. Interest expense decreased by $43 million compared to 2021 primarily due to decreases in the average outstanding debt and weighted average interest rate. Refer to Note 12: Long-Term Debt, Net for further information. Note 12: Long-Term Debt, Net WEYERHAEUSER COMPANY > 2022 ANNUAL REPORT AND FORM 10-K 50 Table of Contents Table of Contents" }, { "status": "MODIFIED", "current_title": "Net Earnings", "prior_title": "Net Earnings", "similarity_score": 0.664, "confidence": "medium", "key_changes": [ "Reworded sentence: \"Net earnings decreased $1,041 million — 55 percent — primarily due to the $1,894 million decrease in operating income discussed above.\"" ], "current_body": "Net earnings decreased $1,041 million — 55 percent — primarily due to the $1,894 million decrease in operating income discussed above. This decrease was partially offset by:  a $327 million decrease in income tax expense (refer to Income Taxes); Income Taxes  a $276 million decrease in debt extinguishment charges (refer to Note 11: Long-Term Debt, Net); Note 11: Long-Term Debt, Net  a $209 million decrease in non-operating pension and other post-employment benefit costs (refer to Note 8: Pension and Other Post-Employment Benefit Plans) and Note 8: Pension and Other Post-Employment Benefit Plans  a $51 million increase in interest income and other attributable to interest earned on short-term investments held for a portion of the year in 2023 and an increase in the interest rate on our cash and investment accounts.", "prior_body": "Net earnings decreased $727 million — 28 percent — primarily due to:  the $563 million decrease in operating income discussed above;  a $276 million pretax charge ($207 million after-tax) related to the early extinguishment of debt (refer to Note 12: Long-Term Debt, Net) and Note 12: Long-Term Debt, Net  a $235 million increase in non-operating pension and other post-employment benefit costs (refer to Note 9: Pension and Other Post-Employment Benefit Plans). Note 9: Pension and Other Post-Employment Benefit Plans These decreases were partially offset by a $284 million decrease in income tax expense, as well as a $43 million decrease in interest expense (refer to Income Taxes and Interest Expense). Income Taxes Interest Expense" }, { "status": "MODIFIED", "current_title": "Catastrophic events may adversely affect the markets for our products and our business, financial condition, results of operations and cash flows.", "prior_title": "Catastrophic events may adversely affect the markets for our products and our business, results of operations, cash flows and financial condition.", "similarity_score": 0.663, "confidence": "medium", "key_changes": [ "Reworded sentence: \"We are subject to the risk of various catastrophic events, including but not limited to the occurrence of: severe regional or local weather events or trends and related fires or flooding; wide-spread insect or pest infestations on one or more of our properties; significant geological events such as earthquakes, volcanic eruptions and major erosion in the form of landslides; significant geopolitical conditions or developments such as significant international trade disputes or domestic or foreign terrorist attacks, armed conflict and political unrest; and regional health epidemics or global health pandemics, such as the 2020 outbreak of the novel strain of coronavirus and its many subsequent mutations.\"", "Reworded sentence: \"The impact of any one or more of these events or conditions may also trigger the occurrence of, or exacerbate, other risks discussed herein, any one of which could have a material adverse effect on our business, financial condition, results of operations and cash flows.\"" ], "current_body": "We are subject to the risk of various catastrophic events, including but not limited to the occurrence of: severe regional or local weather events or trends and related fires or flooding; wide-spread insect or pest infestations on one or more of our properties; significant geological events such as earthquakes, volcanic eruptions and major erosion in the form of landslides; significant geopolitical conditions or developments such as significant international trade disputes or domestic or foreign terrorist attacks, armed conflict and political unrest; and regional health epidemics or global health pandemics, such as the 2020 outbreak of the novel strain of coronavirus and its many subsequent mutations. Any one or more of these events or conditions, or other catastrophic events or developments, could significantly affect our ability to operate our businesses and adversely affect domestic and foreign general economic conditions and thus domestic or foreign market demand for our products. The impact of any one or more of these events or conditions may also trigger the occurrence of, or exacerbate, other risks discussed herein, any one of which could have a material adverse effect on our business, financial condition, results of operations and cash flows.", "prior_body": "We are subject to the risk of various catastrophic events, including but not limited to the occurrence of significant fires or wide-spread insect or pest infestations on one or more of our properties, severe regional or local weather events or trends, flooding, major earthquakes, volcanic eruptions, significant geopolitical conditions or developments such as significant international trade disputes, terrorist attacks, armed conflict, domestic or foreign political unrest and regional health epidemics or global health pandemics. Any one or more of these events or conditions, or other catastrophic events or developments, could significantly affect our ability to operate our businesses and adversely affect domestic and foreign general economic conditions and thus domestic or foreign market demand for our products. In March 2020, the World Health Organization declared the outbreak of a novel strain of coronavirus (“COVID-19”) a global pandemic. In response, federal, state and local governments in the United States, as well as governments throughout the world, declared states of emergency and ordered preventative measures to contain and mitigate the spread of the virus. These measures, which included stay-at-home and similar mandates for individuals and closure or significant curtailment of many businesses, adversely affected our and our contractors’ ability to operate, significantly disrupted our supply chain and caused significant economic disruption and uncertainty, including increases in unemployment, elevated inflation and volatility in global capital markets. The extent to which COVID-19 or other disease outbreaks may further affect our business, results of operations, cash flows and financial condition, as well as our plans and decisions relating to various capital expenditures, other discretionary items and capital allocation priorities, including the timing and amount of our dividends to shareholders, are therefore highly uncertain and will depend on future developments, which cannot be predicted with confidence. Such developments include, but are not limited to: the future rate of occurrence or further mutation of COVID-19 or the occurrence of another virulent disease outbreak; governmental response to and duration of disease outbreak and consequential restrictions and business disruptions; the effectiveness of responsive government actions to contain and manage disease outbreak; and the timing and effectiveness of treatment and testing options, including the ongoing efficacy and availability of necessary vaccines. The impact of COVID-19 or occurrence of other virulent disease outbreak may also trigger the occurrence, or exacerbate, other risks discussed herein, any one of which could have a material adverse effect on our business, results of operations, cash flows and financial condition." }, { "status": "MODIFIED", "current_title": "CRITICAL ACCOUNTING ESTIMATES", "prior_title": "CRITICAL ACCOUNTING POLICIES", "similarity_score": 0.655, "confidence": "medium", "key_changes": [ "Added sentence: \"We base our judgments and estimates on historical experience and assumptions we believe are appropriate and reasonable under current circumstances.\"", "Added sentence: \"Actual results, however, could differ materially from the estimated amounts we have recorded.\"", "Reworded sentence: \"Accounting policies whose application involve a significant level of estimation uncertainty and may have a material effect on our results of operations or financial condition are considered critical accounting estimates.\"" ], "current_body": "In the preparation of our financial statements we follow established accounting policies and make estimates that affect both the amounts and timing of the recording of assets, liabilities, revenues and expenses. We base our judgments and estimates on historical experience and assumptions we believe are appropriate and reasonable under current circumstances. Actual results, however, could differ materially from the estimated amounts we have recorded. Some of these estimates require judgments about matters that are inherently uncertain. Accounting policies whose application involve a significant level of estimation uncertainty and may have a material effect on our results of operations or financial condition are considered critical accounting estimates.", "prior_body": "In the preparation of our financial statements we follow established accounting policies and make estimates that affect both the amounts and timing of the recording of assets, liabilities, revenues and expenses. Some of these estimates require judgments about matters that are inherently uncertain. Accounting policies whose application may have a significant effect on the reported results of operations and financial position are considered critical accounting policies. In accounting, we base our judgments and estimates on:  historical experience and  assumptions we believe are appropriate and reasonable under current circumstances. Actual results, however, may differ from the estimated amounts we have recorded. WEYERHAEUSER COMPANY > 2022 ANNUAL REPORT AND FORM 10-K 54 Table of Contents Table of Contents Our most critical accounting policies relate to our:  discount rates for pension and post-employment benefit plans;  potential impairments of long-lived assets and  contingent liabilities. Details about our other significant accounting policies — what we use and how we estimate — are in Note 1: Summary of Significant Accounting Policies. Note 1: Summary of Significant Accounting Policies" }, { "status": "MODIFIED", "current_title": "LONG-TERM DEBT", "prior_title": "LONG-TERM DEBT", "similarity_score": 0.651, "confidence": "medium", "key_changes": [ "Reworded sentence: \"Our consolidated long-term debt (including current portion) was:  $5,069 million as of December 31, 2023 and  $5,053 million as of December 31, 2022.\"" ], "current_body": "Our consolidated long-term debt (including current portion) was:  $5,069 million as of December 31, 2023 and  $5,053 million as of December 31, 2022. The increase in our long-term debt during 2023 is primarily attributable to the May 2023 issuance of $750 million of 4.750 percent notes and the December 2023 issuance of a $250 million senior unsecured term loan, offset by the December 2023 repayment of our $860 million 5.207 percent note and the July 2023 repayment of our $118 million 7.125 percent notes. The weighted average interest rate and the weighted average maturity on our long-term debt as of December 31, 2023 were 5.35 percent and 7.6 years, respectively. See Note 11: Long-Term Debt, Net for more information. Note 11: Long-Term Debt, Net", "prior_body": "Our consolidated long-term debt (including current portion) was:  $5,053 million as of December 31, 2022 and  $5,099 million as of December 31, 2021. The decrease in our long-term debt during 2022 is primarily attributable to the retirement of $592 million of our 7.375 percent notes, $161 million of our 8.500 percent notes, $73 million of our 7.125 percent notes, $65 million of our 7.950 percent notes and $40 million of our 7.850 percent notes, offset by the March 2022 issuance of $450 million of 3.375 percent notes and $450 million of 4.000 percent notes. The weighted average interest rate and the weighted average maturity on our long-term debt as of December 31, 2022 were 5.36 percent and 8.1 years, respectively. We have $118 million and $860 million of long-term debt scheduled to mature during third and fourth quarter 2023, respectively. See Note 12: Long-Term Debt, Net for more information. Note 12: Long-Term Debt, Net WEYERHAEUSER COMPANY > 2022 ANNUAL REPORT AND FORM 10-K 52 Table of Contents Table of Contents" }, { "status": "MODIFIED", "current_title": "Contingent Liabilities", "prior_title": "CONTINGENT LIABILITIES", "similarity_score": 0.65, "confidence": "medium", "key_changes": [ "Reworded sentence: \"We are subject to lawsuits, investigations and other claims related to environmental remediation, product and other matters, and are required to assess the likelihood of any adverse judgments or outcomes to these matters, as well as the amount or range of potential loss.\"", "Reworded sentence: \"Recorded contingent liabilities are based on the best information available and actual losses in any future period are inherently uncertain.\"", "Reworded sentence: \"These exposures and proceedings can be significant and the ultimate outcomes could be material to our operating results or cash flows in any given period.\"" ], "current_body": "We are subject to lawsuits, investigations and other claims related to environmental remediation, product and other matters, and are required to assess the likelihood of any adverse judgments or outcomes to these matters, as well as the amount or range of potential loss. We record contingent liabilities when:  it becomes probable that a loss has been incurred and  the amount of loss can be reasonably estimated. Assessing probability of loss and estimating the amount of loss can require analysis of multiple factors, such as:  historical experience,  evaluations of relevant legal and environmental authorities and regulations,  judgments about the potential actions of third-party claimants and courts and  consideration of potential environmental remediation methods. In addition to contingent liabilities recorded for probable losses, we disclose contingent liabilities when there is a reasonable possibility that a loss may have been incurred. Recorded contingent liabilities are based on the best information available and actual losses in any future period are inherently uncertain. Future expenditures for environmental remediation obligations are not discounted to their present value. If estimated probable future losses or actual losses exceed our recorded liability for such claims, we record additional charges. These exposures and proceedings can be significant and the ultimate outcomes could be material to our operating results or cash flows in any given period. Recoveries of environmental remediation costs from other parties are recorded as assets when the recovery is deemed probable and does not exceed the amount of losses previously recorded. See Note 13: Legal Proceedings, Commitments and Contingencies for more information. Note 13: Legal Proceedings, Commitments and Contingencies NEW ACCOUNTING PRONOUNCEMENTSSegment Reporting In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07,\"Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures\", which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The new guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of the new guidance will not impact our Consolidated Statement of Operations, Consolidated Balance Sheet or Consolidated Statement of Cash Flows. We plan to incorporate these expanded disclosures beginning in fourth quarter 2024. Income Taxes In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which expands annual income tax disclosures to disaggregate rate reconciliations and income taxes paid by nature and jurisdiction. The new guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. ASU 2023-09 should be applied on a prospective basis, however, retrospective application is permitted. The adoption of the new guidance will not impact our Consolidated Statement of Operations, Consolidated Balance Sheet or Consolidated Statement of Cash Flows. We plan to incorporate these expanded disclosures beginning in fourth quarter 2025.", "prior_body": "We are subject to lawsuits, investigations and other claims related to environmental, product and other matters, and are required to assess the likelihood of any adverse judgments or outcomes to these matters, as well as the amount or range of potential loss. We record contingent liabilities when:  it becomes probable that a loss has been incurred and  the amount of loss can be reasonably estimated. Assessing probability of loss and estimating the amount of loss can require analysis of multiple factors, such as:  historical experience,  evaluations of relevant legal and environmental authorities and regulations,  judgments about the potential actions of third-party claimants and courts and  consideration of potential environmental remediation methods. In addition to contingent liabilities recorded for probable losses, we disclose contingent liabilities when there is a reasonable possibility that a loss may have been incurred. WEYERHAEUSER COMPANY > 2022 ANNUAL REPORT AND FORM 10-K 55 Table of Contents Table of Contents Recorded contingent liabilities are based on the best information available and actual losses in any future period are inherently uncertain. If estimated probable future losses or actual losses exceed our recorded liability for such claims, we record additional charges. These exposures and proceedings can be significant and the ultimate negative outcomes could be material to our operating results or cash flows in any given quarter or year. See Note 14: Legal Proceedings, Commitments and Contingencies for more information. Note 14: Legal Proceedings, Commitments and Contingencies" }, { "status": "MODIFIED", "current_title": "Costs of Sales", "prior_title": "Costs of Sales", "similarity_score": 0.649, "confidence": "medium", "key_changes": [ "Reworded sentence: \"Costs of sales decreased $467 million — 9 percent — primarily due to decreased sales volumes across most product lines, as well as decreased raw material prices.\"" ], "current_body": "Costs of sales decreased $572 million — 9 percent — primarily due to decreased sales volumes across most product lines and decreased raw material prices within our Wood Products segment, as well as decreased third-party log purchases within our Timberlands segment.", "prior_body": "Costs of sales increased $461 million — 8 percent — primarily due to increased freight and raw material costs within our Wood Products segment, as well as increased logging and hauling costs and increased third party log purchase costs within our Timberlands segment." }, { "status": "MODIFIED", "current_title": "Cash flows from investing activities:", "prior_title": "Cash flows from investing activities:", "similarity_score": 0.648, "confidence": "medium", "key_changes": [ "Reworded sentence: \"Capital expenditures for property and equipment (390 ) (415 ) (386 ) Capital expenditures for timberlands reforestation (57 ) (53 ) (55 ) Acquisition of timberlands (Note 4) (233 ) (295 ) (149 ) Proceeds from sale of timberlands (Note 4) 166 — 261 Purchase of short-term investments (664 ) — — Maturities of short-term investments 664 — — Other 6 4 4\"" ], "current_body": "Capital expenditures for property and equipment (390 ) (415 ) (386 ) Capital expenditures for timberlands reforestation (57 ) (53 ) (55 ) Acquisition of timberlands (Note 4) (233 ) (295 ) (149 ) Proceeds from sale of timberlands (Note 4) 166 — 261 Purchase of short-term investments (664 ) — — Maturities of short-term investments 664 — — Other 6 4 4", "prior_body": "Capital expenditures for property and equipment (415 ) (386 ) (225 ) Capital expenditures for timberlands reforestation (53 ) (55 ) (56 ) Acquisition of timberlands (Note 4) (295 ) (149 ) (425 ) Proceeds from note receivable held by variable interest entities (Note 8) — — 362 Proceeds from sale of timberlands (Note 4) — 261 526 Other 4 4 3" }, { "status": "MODIFIED", "current_title": "Net Sales — Unaffiliated Customers", "prior_title": "Net Sales — Unaffiliated Customers", "similarity_score": 0.636, "confidence": "medium", "key_changes": [ "Reworded sentence: \"Net sales to unaffiliated customers decreased $204 million — 11 percent — primarily due to a $210 million decrease in Western log sales primarily attributable to a 20 percent decrease in sales realizations, partially offset by a $10 million increase in stumpage and pay-as-cut timber sales.\"" ], "current_body": "Net sales to unaffiliated customers decreased $204 million — 11 percent — primarily due to a $210 million decrease in Western log sales primarily attributable to a 20 percent decrease in sales realizations, partially offset by a $10 million increase in stumpage and pay-as-cut timber sales.", "prior_body": "Net sales to unaffiliated customers increased $222 million — 14 percent — primarily due to a $135 million increase in Western log sales attributable to a 14 percent increase in sales realizations and a 1 percent increase in sales volumes, as well as a $56 million increase in Southern log sales attributable to an 8 percent increase in sales realizations and a 2 percent increase in sales volumes." }, { "status": "MODIFIED", "current_title": "Operating loss", "prior_title": "Operating loss", "similarity_score": 0.632, "confidence": "medium", "key_changes": [ "Reworded sentence: \"(222 ) (202 ) (20 ) Non-operating pension and other post-employment benefit costs (45 ) (254 ) 209 Interest income and other 76 25 51\"" ], "current_body": "(222 ) (202 ) (20 ) Non-operating pension and other post-employment benefit costs (45 ) (254 ) 209 Interest income and other 76 25 51", "prior_body": "(202 ) (242 ) 40 Non-operating pension and other post-employment benefit costs (254 ) (19 ) (235 ) Interest income and other 25 5 20" }, { "status": "MODIFIED", "current_title": "INFORMATION ABOUT COMMON SHARE REPURCHASES", "prior_title": "376,668,545", "similarity_score": 0.615, "confidence": "medium", "key_changes": [ "Reworded sentence: \"The following table provides information with respect to purchases of common shares made by the company during fourth quarter 2023: TOTAL NUMBER APPROXIMATE OF SHARES DOLLAR VALUE PURCHASED AS OF SHARES THAT PART OF MAY YET BE PUBLICLY PURCHASED TOTAL NUMBER AVERAGE ANNOUNCED UNDER THE COMMON SHARE REPURCHASES DURING FOURTH OF SHARES PRICE PAID PLANS OR PLANS OR QUARTER 2023 PURCHASED PER SHARE PROGRAMS PROGRAMS October 1 - October 31 180,394 $ 29.53 180,394 $ 261,727,844 November 1 - November 30 164,004 $ 31.01 164,004 $ 256,642,133 December 1 - December 31 147,610 $ 32.81 147,610 $ 251,798,605 Total 492,008 $ 31.01 492,008 On September 22, 2021, we announced that our board of directors approved a new share repurchase program (the 2021 Repurchase Program) under which we are authorized to repurchase up to $1 billion of outstanding shares.\"", "Reworded sentence: \"As of December 31, 2023, we had remaining authorization of $252 million for future stock repurchases.\"" ], "current_body": "The following table provides information with respect to purchases of common shares made by the company during fourth quarter 2023: TOTAL NUMBER APPROXIMATE OF SHARES DOLLAR VALUE PURCHASED AS OF SHARES THAT PART OF MAY YET BE PUBLICLY PURCHASED TOTAL NUMBER AVERAGE ANNOUNCED UNDER THE COMMON SHARE REPURCHASES DURING FOURTH OF SHARES PRICE PAID PLANS OR PLANS OR QUARTER 2023 PURCHASED PER SHARE PROGRAMS PROGRAMS October 1 - October 31 180,394 $ 29.53 180,394 $ 261,727,844 November 1 - November 30 164,004 $ 31.01 164,004 $ 256,642,133 December 1 - December 31 147,610 $ 32.81 147,610 $ 251,798,605 Total 492,008 $ 31.01 492,008 On September 22, 2021, we announced that our board of directors approved a new share repurchase program (the 2021 Repurchase Program) under which we are authorized to repurchase up to $1 billion of outstanding shares. Concurrently, the board terminated the remaining repurchase authorization under the 2019 repurchase program. During fourth quarter 2023, we repurchased 492,008 common shares for approximately $15 million (including transaction fees) under the 2021 Repurchase Program in open-market transactions. Transaction fees incurred for repurchases are not counted as use of funds authorized for repurchase under the 2021 Repurchase Program. As of December 31, 2023, we had remaining authorization of $252 million for future stock repurchases. WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 42 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 42 Table of Contents Table of Contents Table of Contents", "prior_body": "On September 22, 2021, we announced that our board of directors approved a new share repurchase program (the 2021 Repurchase Program) under which we are authorized to repurchase up to $1 billion of outstanding shares. Concurrently, the board terminated the remaining repurchase authorization under the share repurchase program approved by the board in February 2019. During fourth quarter 2022, we repurchased 4,765,797 common shares for approximately $147 million (including transaction fees) under the 2021 Repurchase Program in open-market transactions. Transaction fees incurred for repurchases are not counted as use of funds authorized for repurchase under the 2021 Repurchase Program. As of December 31, 2022, we had remaining authorization of $377 million for future stock repurchases. WEYERHAEUSER COMPANY > 2022 ANNUAL REPORT AND FORM 10-K 42 Table of Contents Table of Contents" }, { "status": "MODIFIED", "current_title": "Costs of Sales", "prior_title": "Costs of Sales", "similarity_score": 0.607, "confidence": "medium", "key_changes": [ "Reworded sentence: \"Costs of sales decreased $572 million — 9 percent — primarily due to decreased sales volumes across most product lines and decreased raw material prices within our Wood Products segment, as well as decreased third-party log purchases within our Timberlands segment.\"" ], "current_body": "Costs of sales decreased $572 million — 9 percent — primarily due to decreased sales volumes across most product lines and decreased raw material prices within our Wood Products segment, as well as decreased third-party log purchases within our Timberlands segment.", "prior_body": "Costs of sales increased $461 million — 8 percent — primarily due to increased freight and raw material costs within our Wood Products segment, as well as increased logging and hauling costs and increased third party log purchase costs within our Timberlands segment." }, { "status": "MODIFIED", "current_title": "Net earnings", "prior_title": "Net earnings", "similarity_score": 0.606, "confidence": "medium", "key_changes": [ "Reworded sentence: \"$ 839 $ 1,880 Environmental remediation charge 8 — Gain on sale of timberlands (83 ) — Insurance recovery (10 ) — Legal benefit (25 ) — Legal expense 20 — Loss on debt extinguishment — 207 Pension settlement charge — 152 Restructuring, impairments and other charges — 8\"" ], "current_body": "$ 839 $ 1,880 Environmental remediation charge 8 — Gain on sale of timberlands (83 ) — Insurance recovery (10 ) — Legal benefit (25 ) — Legal expense 20 — Loss on debt extinguishment — 207 Pension settlement charge — 152 Restructuring, impairments and other charges — 8", "prior_body": "$ 1,880 $ 2,607 Loss on debt extinguishment 207 — Gain on sale of timberlands — (32 ) Insurance recovery — (9 ) Legal benefit — (12 ) Pension settlement charge 152 — Product remediation recovery — (28 ) Restructuring, impairments and other charges 8 —" }, { "status": "MODIFIED", "current_title": "Summary of Financial Results", "prior_title": "Summary of Financial Results", "similarity_score": 0.597, "confidence": "low", "key_changes": [ "Reworded sentence: \"DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES AMOUNT OF CHANGE 2023 vs.\"" ], "current_body": "DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES AMOUNT OF CHANGE 2023 vs. 2023 2022 2022 Net sales $ 7,674 $ 10,184 $ (2,510 ) Costs of sales $ 5,992 $ 6,564 $ (572 ) Operating income $ 1,186 $ 3,080 $ (1,894 ) Net earnings $ 839 $ 1,880 $ (1,041 ) Basic and diluted earnings per share $ 1.15 $ 2.53 $ (1.38 )", "prior_body": "DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES AMOUNT OF CHANGE 2022 vs. 2022 2021 2021 Net sales $ 10,184 $ 10,201 $ (17 ) Costs of sales $ 6,564 $ 6,103 $ 461 Operating income $ 3,080 $ 3,643 $ (563 ) Net earnings $ 1,880 $ 2,607 $ (727 ) Basic earnings per share $ 2.53 $ 3.48 $ (0.95 ) Diluted earnings per share $ 2.53 $ 3.47 $ (0.94 )" }, { "status": "MODIFIED", "current_title": "Operating Income", "prior_title": "Operating Income", "similarity_score": 0.583, "confidence": "low", "key_changes": [ "Reworded sentence: \"Operating income decreased $1,894 million — 61 percent — primarily due to a $1,938 million decrease in consolidated gross margin (see discussion of components above), partially offset by an $84 million gain on sale of timberlands (refer to Note 4: Timberland Acquisitions and Divestitures).\"" ], "current_body": "Operating income decreased $1,894 million — 61 percent — primarily due to a $1,938 million decrease in consolidated gross margin (see discussion of components above), partially offset by an $84 million gain on sale of timberlands (refer to Note 4: Timberland Acquisitions and Divestitures). Note 4: Timberland Acquisitions and Divestitures", "prior_body": "Operating income decreased $563 million — 15 percent — primarily due to a $478 million decrease in consolidated gross margin (see discussion of components above)." }, { "status": "MODIFIED", "current_title": "SUMMARY OF LONG-TERM DEBT OBLIGATIONS AS OF DECEMBER 31, 2023", "prior_title": "SUMMARY OF LONG-TERM DEBT OBLIGATIONS AS OF DECEMBER 31, 2022", "similarity_score": 0.567, "confidence": "low", "key_changes": [ "Reworded sentence: \"DOLLAR AMOUNTS IN MILLIONS 2024 2025 2026 2027 2028 THEREAFTER TOTAL(1) FAIR VALUE Fixed-rate debt $ — $ 210 $ 1,022 $ 300 $ — $ 3,333 $ 4,865 $ 4,853 Average interest rate — % 8.31 % 5.52 % 6.95 % — % 4.82 % 5.25 % N/A Variable-rate debt(2) $ — $ — $ — $ — $ 250 $ — $ 250 $ 250 (1)Excludes $46 million of unamortized discounts and capitalized debt expense.\"" ], "current_body": "DOLLAR AMOUNTS IN MILLIONS 2024 2025 2026 2027 2028 THEREAFTER TOTAL(1) FAIR VALUE Fixed-rate debt $ — $ 210 $ 1,022 $ 300 $ — $ 3,333 $ 4,865 $ 4,853 Average interest rate — % 8.31 % 5.52 % 6.95 % — % 4.82 % 5.25 % N/A Variable-rate debt(2) $ — $ — $ — $ — $ 250 $ — $ 250 $ 250 (1)Excludes $46 million of unamortized discounts and capitalized debt expense. Excludes $46 million of unamortized discounts and capitalized debt expense. (2)As of December 31, 2023, the interest rate for our variable-rate debt was 7.31%, excluding estimated patronage refunds. As of December 31, 2023, the interest rate for our variable-rate debt was 7.31%, excluding estimated patronage refunds. WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 58 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 58 Table of Contents Table of Contents Table of Contents", "prior_body": "DOLLAR AMOUNTS IN MILLIONS 2023 2024 2025 2026 2027 THEREAFTER TOTAL(1) FAIR VALUE Fixed-rate debt $ 978 $ — $ 210 $ 272 $ 300 $ 3,333 $ 5,093 $ 4,918 Average interest rate 5.44 % — % 8.31 % 7.65 % 6.95 % 4.82 % 5.36 % — % (1)Excludes $40 million of unamortized discounts, capitalized debt expense and business combination fair value adjustments. Excludes $40 million of unamortized discounts, capitalized debt expense and business combination fair value adjustments. WEYERHAEUSER COMPANY > 2022 ANNUAL REPORT AND FORM 10-K 58 Table of Contents Table of Contents" }, { "status": "MODIFIED", "current_title": "Operating income (loss)", "prior_title": "Operating income (loss)", "similarity_score": 0.556, "confidence": "low", "key_changes": [ "Reworded sentence: \"488 211 709 (222 ) 1,186 Depreciation, depletion and amortization 267 16 210 7 500 Basis of real estate sold — 93 — — 93 Special items included in operating income (loss)(1)(2)(3) (109 ) — (14 ) 38 (85 )\"" ], "current_body": "488 211 709 (222 ) 1,186 Depreciation, depletion and amortization 267 16 210 7 500 Basis of real estate sold — 93 — — 93 Special items included in operating income (loss)(1)(2)(3) (109 ) — (14 ) 38 (85 )", "prior_body": "528 218 2,536 (202 ) 3,080 Depreciation, depletion and amortization 256 17 201 6 480 Basis of real estate sold — 84 — — 84 Special items included in operating income (loss)(2) — 10 — — 10" }, { "status": "MODIFIED", "current_title": "LINE OF CREDIT", "prior_title": "LINE OF CREDIT", "similarity_score": 0.535, "confidence": "low", "key_changes": [ "Reworded sentence: \"In March 2023, we entered into a new $1.5 billion five-year senior unsecured revolving credit facility, which expires in March 2028 and replaced the existing facility which was set to expire in January 2025.\"" ], "current_body": "In March 2023, we entered into a new $1.5 billion five-year senior unsecured revolving credit facility, which expires in March 2028 and replaced the existing facility which was set to expire in January 2025. 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. As of December 31, 2023 and December 31, 2022, we had no outstanding borrowings on the revolving credit facility and we were in compliance with the revolving credit facility covenants. WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 52 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 52 Table of Contents Table of Contents Table of Contents", "prior_body": "In January 2020, we refinanced and extended our $1.5 billion five-year senior unsecured revolving credit facility, which expires in January 2025. As of December 31, 2022 and December 31, 2021, we had no outstanding borrowings on the revolving credit facility and we were in compliance with the revolving credit facility covenants. Our revolving credit agreement utilizes the London Inter-bank Offered Rate (LIBOR) as a basis for one of the interest rate options available to the company to apply to outstanding borrowings. We plan to transition our revolving credit facility to an alternate reference rate prior to the cessation of LIBOR. We have included provisions in our revolving credit agreement that specifically contemplate the transition from LIBOR to a replacement benchmark rate." }, { "status": "MODIFIED", "current_title": "COMPARING 2023 WITH 2022", "prior_title": "COMPARING 2022 WITH 2021", "similarity_score": 0.528, "confidence": "low", "key_changes": [ "Reworded sentence: \"Net Sales Net sales decreased $2,510 million — 25 percent — primarily due to a $2,301 million decrease in Wood Products net sales to unaffiliated customers attributable to decreased sales realizations and sales volumes across most product lines, as well as a $204 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased log sales realizations in the Western region.\"" ], "current_body": "Net Sales Net sales decreased $2,510 million — 25 percent — primarily due to a $2,301 million decrease in Wood Products net sales to unaffiliated customers attributable to decreased sales realizations and sales volumes across most product lines, as well as a $204 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased log sales realizations in the Western region.", "prior_body": "Net Sales Net sales decreased $17 million — less than 1 percent — primarily due to a $263 million decrease in Wood Products net sales to unaffiliated customers, primarily attributable to decreased sales volumes across most product lines and decreased realizations for structural lumber and oriented strand board. This decrease was partially offset by a $222 million increase in Timberlands net sales to unaffiliated customers, primarily due to increased sales realizations in the Western and Southern regions." }, { "status": "MODIFIED", "current_title": "CREDIT RATINGS", "prior_title": "OPTION EXERCISES", "similarity_score": 0.505, "confidence": "low", "key_changes": [ "Reworded sentence: \"As of December 31, 2023, our long-term issuer credit rating was BBB and Baa2 from S&P and Moody’s, respectively.\"" ], "current_body": "As of December 31, 2023, our long-term issuer credit rating was BBB and Baa2 from S&P and Moody’s, respectively. DIVIDENDS We paid cash dividends on common shares of:  $1,216 million in 2023 and  $1,617 million in 2022. The decrease in dividends paid is primarily due to a supplemental dividend of $0.90 per share based on 2022 financial results for a total of $660 million paid in first quarter 2023 in comparison to a supplemental dividend of $1.45 per share based on 2021 financial results for a total of $1,084 million paid in first quarter 2022. On January 25, 2024, our board of directors declared a supplemental dividend of $0.14 per share based on 2023 financial results. The dividend is payable on February 27, 2024 to shareholders of record as of the close of business on February 16, 2024. We plan to supplement our base dividend each year with an additional return of cash, in the form of a supplemental cash dividend and/or share repurchase, to achieve our targeted annual payout of total cash to shareholders of 75 to 80 percent of Adjusted Funds Available for Distribution (Adjusted FAD). For further information on Adjusted FAD see Performance and Liquidity Measures. Performance and Liquidity Measures", "prior_body": "Our cash proceeds from the exercise of stock options were:  $16 million in 2022 and  $51 million in 2021. Our average stock price was $35.67 and $36.06 in 2022 and 2021, respectively. DIVIDENDS We paid cash dividends on common shares of:  $1,617 million in 2022 and  $884 million in 2021. The increase in dividends paid is primarily due to the supplemental dividend of $1.1 billion paid in the first quarter of 2022 based on 2021 financial results, partially offset by the interim supplemental dividend of $375 million paid in the fourth quarter of 2021. On January 26, 2023, our board of directors declared a supplemental dividend of $0.90 per share based on 2022 financial results. The dividend is payable on February 27, 2023 to shareholders of record as of the close of business on February 15, 2023." }, { "status": "MODIFIED", "current_title": "COMPARING 2023 WITH 2022", "prior_title": "COMPARING 2022 WITH 2021", "similarity_score": 0.466, "confidence": "low", "key_changes": [ "Reworded sentence: \"Net cash from operations decreased by $1,399 million, primarily due to decreased cash inflows from our business operations.\"" ], "current_body": "Net Sales Net sales decreased $2,510 million — 25 percent — primarily due to a $2,301 million decrease in Wood Products net sales to unaffiliated customers attributable to decreased sales realizations and sales volumes across most product lines, as well as a $204 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased log sales realizations in the Western region.", "prior_body": "Net Sales Net sales decreased $17 million — less than 1 percent — primarily due to a $263 million decrease in Wood Products net sales to unaffiliated customers, primarily attributable to decreased sales volumes across most product lines and decreased realizations for structural lumber and oriented strand board. This decrease was partially offset by a $222 million increase in Timberlands net sales to unaffiliated customers, primarily due to increased sales realizations in the Western and Southern regions." }, { "status": "UNCHANGED", "current_title": "PROSPECTIVE ACCOUNTING PRONOUNCEMENTS", "prior_title": "PROSPECTIVE ACCOUNTING PRONOUNCEMENTS", "current_body": "A summary of prospective accounting pronouncements is in Note 1: Summary of Significant Accounting Policies. Note 1: Summary of Significant Accounting Policies" }, { "status": "UNCHANGED", "current_title": "WOOD PRODUCTS", "prior_title": "WOOD PRODUCTS", "current_body": "HOW WE DID We report sales volumes and annual production data for our Wood Products segment in Our Business/What We Do/Wood Products. Our Business/What We Do/Wood Products" }, { "status": "UNCHANGED", "current_title": "Changes in credit ratings issued by nationally recognized rating organizations could adversely affect our cost of financing and have an adverse effect on the market price of our securities.", "prior_title": "Changes in credit ratings issued by nationally recognized rating organizations could adversely affect our cost of financing and have an adverse effect on the market price of our securities.", "current_body": "Credit rating agencies rate our debt securities on factors that include our operating results and balance sheet, actions that we take, their view of the general outlook for our industry and their view of the general outlook for the economy. Ratings decisions by these agencies include maintaining, upgrading or downgrading our current rating, as well as placing the company on a \"watch list\" for possible future ratings actions. Any downgrade of our credit rating, or decision by a rating agency to place us on a \"watch list\" for possible future downgrading could have an adverse effect on our ability to access credit markets, increase our cost of financing, and have an adverse effect on the market price of our securities." }, { "status": "UNCHANGED", "current_title": "Deterioration in economic conditions and capital markets could adversely affect our access to capital.", "prior_title": "Deterioration in economic conditions and capital markets could adversely affect our access to capital.", "current_body": "Challenging market conditions could impair the company’s ability to raise debt or equity capital or otherwise access capital markets on terms acceptable to us, which may, among other effects, reduce our ability to refinance debt maturities or take advantage of growth and expansion opportunities. Moreover, our businesses require substantial capital for repair or replacement of existing facilities or equipment. While we believe our capital resources will be adequate to meet our current projected operating needs, capital expenditures and other cash requirements, if for any reason we are unable to access capital for our operating needs, capital expenditures and other cash requirements on acceptable economic terms, or at all, we could experience a material adverse effect on our business, financial condition, results of operations and cash flows." }, { "status": "UNCHANGED", "current_title": "Some of our wood products are vulnerable to declines in demand due to competing technologies or materials.", "prior_title": "Some of our wood products are vulnerable to declines in demand due to competing technologies or materials.", "current_body": "Our products compete with non-fiber based alternatives or with alternative products in certain market segments. For example, plastic, wood/plastic or composite materials may be used by builders as alternatives to our wood products such as lumber, veneer, plywood and oriented strand board. Changes in prices for oil, chemicals and wood-based fiber can change the competitive position of our products relative to available alternatives and could increase substitution of those products for our products. If use of these or other alternative products grows, demand for and pricing of our products could be adversely affected." }, { "status": "UNCHANGED", "current_title": "Operating income (loss)", "prior_title": "Operating income (loss)", "current_body": "488 211 709 (222 ) 1,186 Depreciation, depletion and amortization 267 16 210 7 500 Basis of real estate sold — 93 — — 93 Special items included in operating income (loss)(1)(2)(3) (109 ) — (14 ) 38 (85 )" }, { "status": "UNCHANGED", "current_title": "Net contribution (charge) to earnings", "prior_title": "Net contribution (charge) to earnings", "current_body": "$ 488 $ 211 $ 709 $ (191 ) $ 1,217 Non-operating pension and other post-employment benefit costs — — — 45 45 Interest income and other — — — (76 ) (76 )" }, { "status": "UNCHANGED", "current_title": "REAL ESTATE, ENERGY AND NATURAL RESOURCES", "prior_title": "REAL ESTATE, ENERGY AND NATURAL RESOURCES", "current_body": "HOW WE DID We report acres sold and average price per acre for our Real Estate, Energy and Natural Resources segment in Our Business/What We Do/Real Estate, Energy and Natural Resources. Our Business/What We Do/Real Estate, Energy and Natural Resources" }, { "status": "UNCHANGED", "current_title": "Changes in tax laws or their interpretation could adversely affect our shareholders and our results of operations.", "prior_title": "Changes in tax laws or their interpretation could adversely affect our shareholders and our results of operations.", "current_body": "Federal and state tax laws are constantly under review by persons involved in the legislative process, the IRS, the United States Department of the Treasury and state taxing authorities. Changes to tax laws could adversely affect our shareholders or increase our effective tax rates. We cannot predict with certainty whether, when, in what forms, or with what effective dates, the tax laws applicable to us or our shareholders may be changed." }, { "status": "UNCHANGED", "current_title": "The failure of our subsidiary REIT to maintain its separate REIT qualification could affect the company’s own REIT qualification.", "prior_title": "The failure of our subsidiary REIT to maintain its separate REIT qualification could affect the company’s own REIT qualification.", "current_body": "A significant amount of our timberlands is held in a subsidiary that we operate to qualify as a REIT, and we may in the future invest in other timberlands and other real estate through one or more other subsidiary entities that are intended to qualify as REITs. While our ownership interest in the subsidiary REIT is a qualifying real estate asset for purposes of the company’s 75 percent asset test described above, any failure of the subsidiary REIT to maintain its own separate REIT status would generally result in the subsidiary being subject to regular U.S. corporate income tax, as described above, and the company’s ownership interest in the subsidiary no longer qualifying as a real estate asset for purposes of the 75 percent asset test. If this were to occur, the company’s own REIT qualification could be affected." }, { "status": "UNCHANGED", "current_title": "COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN", "prior_title": "COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN", "current_body": "Weyerhaeuser Company, S&P 500 and S&P Global Timber & Forestry Index" }, { "status": "UNCHANGED", "current_title": "Excess supply of logs and wood products may adversely affect prices and margins.", "prior_title": "Excess supply of logs and wood products may adversely affect prices and margins.", "current_body": "Producers in our industry have in the past put downward pressure on product pricing by selling excess supply into the market. Our industry may increase harvest levels, which could lead to an oversupply of logs. Wood products producers may likewise expand manufacturing capacity, which could lead to an oversupply of manufactured wood products. Any such increases of industry supply to our markets could adversely affect our prices and margins." }, { "status": "UNCHANGED", "current_title": "The extent of our use of our TRSs may affect our REIT qualification and affect the price of our common shares relative to the share price of other REITs.", "prior_title": "The extent of our use of our TRSs may affect our REIT qualification and affect the price of our common shares relative to the share price of other REITs.", "current_body": "We conduct a significant portion of our business activities through one or more TRSs. The use of our TRSs enables us to engage in non-REIT qualifying business activities such as the harvesting and sale of logs, manufacture and sale of wood products, and the development and sale of certain higher and better use (HBU) property. Our TRSs are subject to corporate-level income tax. Under the Code, no more than 20 percent of the value of the gross assets of a REIT may be represented by securities of one or more TRSs. This limitation may affect our ability to increase the size of our TRSs’ operations. While we intend to monitor the value of our investments in the stock and securities of our TRSs to ensure compliance with the 20 percent limitation, we cannot provide assurance that we will always be able to comply with the limitation so as to maintain REIT status. If we were to exceed the 20 percent limitation, we may be forced to sell or otherwise distribute assets of our TRSs in order to remain a qualified REIT. Furthermore, our use of TRSs may cause the market to value our common shares differently than the shares of other REITs, which may not use TRSs at all, or as extensively as we use them." }, { "status": "UNCHANGED", "current_title": "Our cash dividends are not guaranteed and may fluctuate.", "prior_title": "Our cash dividends are not guaranteed and may fluctuate.", "current_body": "Our board of directors, in its sole discretion, determines the amount and timing of our cash dividends to shareholders based on consideration of a number of factors. These factors include, but are not limited to: our results of operations and cash flows; current and forecasted economic conditions; changes in the current or expected prices and demand for our products and the general market demand for timberlands, including those timberland properties that have higher and better uses; current and forecasted harvest levels; balancing various capital allocation priorities and considerations including without limitation the company’s capital requirements and debt repayment obligations; various finance considerations, including the company’s credit ratings, borrowing capacity, debt covenant restrictions that may impose limitations on cash payments and other related factors and tax considerations. Consequently, the amount, timing and frequency of our dividends, including our quarterly base dividend and annual supplemental dividend, may fluctuate." }, { "status": "UNCHANGED", "current_title": "LONG-TERM DEBT OBLIGATIONS", "prior_title": "LONG-TERM DEBT OBLIGATIONS", "current_body": "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." }, { "status": "UNCHANGED", "current_title": "Certain of our business activities are subject to corporate-level income tax and potentially subject to prohibited transactions tax.", "prior_title": "Certain of our business activities are subject to corporate-level income tax and potentially subject to prohibited transactions tax.", "current_body": "Under the IRC, REITs generally must engage in the ownership and management of income producing real estate. For the company, this generally includes owning and managing a timberland portfolio for the production and sale of standing timber. Certain activities that generate non-qualifying REIT income could constitute “prohibited transactions.” Prohibited transactions are defined by the Internal Revenue Code generally to be sales or other dispositions of property to customers in the ordinary course of a trade or business. Accordingly, the harvesting and sale of logs, the development or sale of certain timberlands and other real estate, and the manufacture and sale of wood products are conducted through one or more of our wholly-owned TRSs, the net income of which is subject to corporate-level tax. By conducting our business in this manner, we believe that we satisfy the REIT requirements of the Internal Revenue Code. However, if the Internal Revenue Service (IRS) were to successfully assert that these or any of our activities conducted at the REIT constituted prohibited transactions, we could be subject to the 100 percent tax on the net income from such activities." }, { "status": "UNCHANGED", "current_title": "Our business and operations could be materially adversely affected by changes in the cost or availability of raw materials and energy.", "prior_title": "Our business and operations could be materially adversely affected by changes in the cost or availability of raw materials and energy.", "current_body": "We rely heavily on certain raw materials (principally wood fiber and chemicals) and energy sources (principally natural gas, electricity and fuel oil) in our manufacturing processes. Our ability to increase earnings has been, and will continue to be, affected by changes in the costs and availability of such raw materials and energy sources. We may not be able to fully offset the effects of higher raw material or energy costs through price increases, productivity improvements, cost-reduction programs or hedging arrangements. The U.S. has experienced significant inflation, which could continue or worsen and therefore negatively affect the cost or availability of raw materials and energy, which we may not be able to fully pass onto our customers." }, { "status": "UNCHANGED", "current_title": "If we fail to remain qualified as a REIT, our taxable income would be subject to tax at corporate rates and we would not be able to deduct dividends to shareholders.", "prior_title": "If we fail to remain qualified as a REIT, our taxable income would be subject to tax at corporate rates and we would not be able to deduct dividends to shareholders.", "current_body": "In any taxable year in which we fail to qualify as a REIT, unless we are entitled to relief under the IRC:  We would not be allowed to deduct dividends to shareholders in computing our taxable income.  We would be subject to federal and state income tax on our taxable income at applicable corporate rates.  We also would be disqualified from treatment as a REIT for the four taxable years following the year during which we lost qualification. Qualification as a REIT involves the application of highly technical and complex provisions of the IRC to our operations and the determination of various factual matters and circumstances not entirely within our control. There are only limited judicial or administrative interpretations of these provisions. We closely monitor our compliance with all of the various requirements for maintaining our REIT status. For example, we regularly test our compliance with the general requirement that at least 75 percent of the market value of our total assets consist of REIT-qualifying interests in real property (such as timberlands) and certain other specified qualifying assets, and that no more than 25 percent of the market value of our total assets may consist of assets that are not REIT-qualifying assets. Although we operate in a manner consistent with these REIT qualification rules, we cannot provide assurance that we are or will remain qualified." }, { "status": "UNCHANGED", "current_title": "We will be affected by changes in currency exchange rates.", "prior_title": "We will be affected by changes in currency exchange rates.", "current_body": "We have manufacturing operations in Canada. We are also an exporter and compete with global producers of products very similar to ours. Therefore, we are affected by changes in the strength of the U.S. dollar, particularly relative to the Canadian dollar, euro, yuan and yen, and the strength of the euro relative to the yen. Changes in exchange rates could materially and adversely affect our sales volumes, margins and results of operations." }, { "status": "UNCHANGED", "current_title": "We depend heavily on third parties for logging and transportation services, and any increase in the cost or any disruption in the availability of these services could materially adversely affect our business and operations and our financial results.", "prior_title": "We depend heavily on third parties for logging and transportation services, and any increase in the cost or any disruption in the availability of these services could materially adversely affect our business and operations and our financial results.", "current_body": "Our businesses depend heavily on the availability of third-party service providers for the harvest of our timber and the transportation of our wood products and wood fiber. We are therefore considerably affected by the availability and cost of these services. Any significant increase in the operating costs to our service providers, including without limitation an increase in the cost of fuel, labor or insurance, could have a material negative effect on our financial results by increasing the cost of these services to us, as well as result in an overall reduction in the availability of these services altogether. Our third-party transportation providers are also subject to several events outside of their control, such as disruption of transportation infrastructure, labor issues including shortages of commercial truck drivers and natural disasters. Any failure of a third-party transportation provider to timely deliver our products, including delivery of our wood products and wood fiber to our customers and delivery of wood fiber to our mills, could harm our supply chain, negatively affect our customer relationships and have a material adverse effect on our financial condition, results of operations, cash flows and our reputation. As a result of weak business conditions in the timber industry that persisted for several years, there are fewer third-party service providers in certain markets to harvest and deliver our logs. This shortage has resulted in an overall increase in logging and hauling costs and, in some cases, compromised the general availability of these contractors. Any increase in harvest levels due to positive changes in macroeconomic conditions driving demand for logs could further strain the existing supply of third-party logging and hauling service providers. This, in turn, could increase the cost of log supply and delivery, or prevent us from fully capitalizing on favorable market conditions by limiting our ability to access and deliver our logs to market." }, { "status": "UNCHANGED", "current_title": "Homebuyers’ ability to qualify for and obtain affordable mortgages could be affected by changes in interest rates, changes in home loan underwriting standards and government sponsored entities and private mortgage insurance companies supporting the mortgage market.", "prior_title": "Homebuyers’ ability to qualify for and obtain affordable mortgages could be affected by changes in interest rates, changes in home loan underwriting standards and government sponsored entities and private mortgage insurance companies supporting the mortgage market.", "current_body": "Access to affordable mortgage financing is critical to the health of the U.S. housing market. Generally, increases in interest rates make it more difficult for home buyers to obtain mortgage financing, which could negatively affect demand for housing and, in turn, negatively affect demand for our wood products. After maintaining interest rates at historically low levels for an extended period of time, in the first quarter of 2022 the U.S. Federal Reserve began implementing a policy of incrementally raising rates. We cannot predict the extent to which the U.S. Federal Reserve's current policy will be maintained or the timing, number, extent or direction of future rate adjustments. Along with prevailing interest rates, other significant factors affecting the demand for new homes relate to the ability of home buyers to obtain mortgage financing. During the last U.S. recession, credit requirements for home lending were severely tightened and the number of mortgage loans available for financing home purchases were thereby severely reduced. Although the availability of credit has improved since that time, the housing market could be limited or adversely affected if credit requirements were to again tighten or become more restrictive for any reason. Additionally, the liquidity provided to the mortgage industry by Fannie Mae and Freddie Mac, both of which purchase home mortgages and mortgage-backed securities originated by mortgage lenders, has been critical to the home lending market. Any political or other developments that would have the effect of limiting or restricting the availability of financing by these government sponsored entities could also adversely affect interest rates and the availability of mortgage financing. Whether resulting from further direct increases in borrowing rates, tightened underwriting standards on mortgage loans or reduced federal support of the mortgage lending industry, a challenging mortgage financing environment could reduce demand for housing and, therefore, adversely affect demand for our products." }, { "status": "UNCHANGED", "current_title": "Changes in regulations relating to tax deductions for mortgage interest expense and real estate taxes could harm our future sales and earnings.", "prior_title": "Changes in regulations relating to tax deductions for mortgage interest expense and real estate taxes could harm our future sales and earnings.", "current_body": "Significant costs of homeownership include mortgage interest expense and real estate taxes, both of which are generally deductible for an individual’s federal and, in some cases, state income taxes. Federal legislation reduced the amount of mortgage interest and real estate taxes that certain taxpayers may deduct. These and any similar changes to income tax laws by the federal government or by a state government to eliminate or substantially reduce these income tax deductions, or any significant increase in real property taxes by local governments, may increase the cost of homeownership and thus could adversely affect the demand for our products." }, { "status": "UNCHANGED", "current_title": "We could incur substantial costs as a result of compliance with, violations of, or liabilities under applicable environmental laws and other laws and regulations.", "prior_title": "We could incur substantial costs as a result of compliance with, violations of, or liabilities under applicable environmental laws and other laws and regulations.", "current_body": "We are subject to a wide range of general and industry-specific laws and regulations relating to the protection of the environment and wildlife, including those governing:  air emissions,  wastewater discharges,  harvesting,  silvicultural activities, including use of pesticides and herbicides,  forestry operations and endangered species habitat protection,  surface water management,  the storage, usage, management and disposal of hazardous substances and wastes,  the cleanup of contaminated sites,  landfill operation and closure obligations,  building codes and  health and safety matters. We have incurred, and we expect to continue to incur, significant capital, operating and other expenditures complying with applicable environmental laws and regulations and as a result of remedial obligations, and there can be no assurances that existing accruals for specific matters will be adequate to cover future costs. We also could incur substantial costs, such as civil or criminal fines, sanctions and enforcement actions (including orders limiting our operations or requiring corrective measures, installation of pollution control equipment or other remedial WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 36 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 36 Table of Contents Table of Contents Table of Contents actions), cleanup and closure costs, and third-party claims for property damage and personal injury as a result of violations of, or liabilities under, environmental laws and regulations. As the owner and operator of real estate, we may be liable under environmental laws for cleanup, closure and other damages resulting from the presence and release of hazardous substances on or from our current or former properties or operations. In addition, surface water management regulations may present liabilities and are subject to change. The amount and timing of environmental expenditures is difficult to predict, and in some cases, our liability may exceed forecasted amounts or the value of the property itself. The discovery of additional contamination or the imposition of additional cleanup obligations at our sites or third-party sites may result in significant additional costs. We also lease some of our properties to third-party operators for the purpose of exploring, extracting, developing and producing oil, gas, rock and other minerals in exchange for fees and royalty payments. These activities are also subject to federal, state and local laws and regulations. These operations may create risk of environmental liabilities for any unlawful discharge of oil, gas or other chemicals into the air, soil or water. Generally, these third-party operators indemnify us against any such liability, and we require that they maintain liability insurance during the term of our lease with them. However, if for any reason our third-party operators are not able to honor their indemnity obligation, or if the required liability insurance were not in effect, then it is possible that we could be deemed responsible for costs associated with environmental liability caused by such third-party operators. Any material liability we incur as a result of activities conducted on our properties by us or by others with whom we have a business relationship could adversely affect our financial condition. We also anticipate public policy developments at the state, federal and international level regarding climate change and energy access, security and competitiveness. As discussed below, we expect these developments to address emission of carbon dioxide, renewable energy and fuel standards, and the monetization of carbon. These developments may also include mandated changes to energy use and building codes which could affect homebuilding practices. Enactment of new environmental laws or regulations or changes in existing laws or regulations, or the interpretation of these laws or regulations, might require significant expenditures. We also anticipate public policy developments at the state, federal and international level regarding taxes and a number of other areas that could require significant expenditures." }, { "status": "UNCHANGED", "current_title": "We may be limited in our ability to fund distributions using cash generated through our TRSs.", "prior_title": "We may be limited in our ability to fund distributions using cash generated through our TRSs.", "current_body": "The ability of the company to receive dividends from our TRSs is limited by the rules with which we must comply to maintain our status as a REIT. In particular, at least 75 percent of gross income for each taxable year as a REIT must be derived from real estate sources including sales of our standing timber and other types of qualifying real estate income, and no more than 25 percent of our gross income may consist of dividends from our TRSs and other non-real estate income. This limitation on our ability to receive dividends from our TRSs may affect our ability to fund cash distributions to our shareholders using cash flows from our TRSs. The net income of our TRSs is not required to be distributed, and income of our TRSs that is not distributed to the company will not be subject to the REIT income distribution requirement." }, { "status": "UNCHANGED", "current_title": "The market price of our common stock may be influenced by many factors, some of which are beyond our control.", "prior_title": "The market price of our common stock may be influenced by many factors, some of which are beyond our control.", "current_body": "The market price of our common stock may be influenced by many factors, some of which are beyond our control, including without limitation those described above and elsewhere in this report, as well as the following:  actual or anticipated fluctuations in our operating results or our competitors' operating results;  announcements by us or our competitors of new products, capacity changes, significant contracts, acquisitions or strategic investments or initiatives;  our growth rate and our competitors’ growth rates;  general economic conditions;  conditions in the financial markets;  market interest rates and the relative yields on other financial instruments;  general perceptions and expectations regarding housing markets, interest rates, commodity prices and currencies;  changes in stock market analyst recommendations regarding us, our competitors or the forest products industry generally, or lack of analyst coverage of our common stock;  sales of our common stock by our executive officers, directors and significant shareholders;  sales or repurchases of substantial amounts of common stock;  fluctuation in the market price of our products (see Product Pricing and Profitability above); Product Pricing and Profitability  changes in accounting principles and  changes in tax laws and regulations. WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 39 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 39 Table of Contents Table of Contents Table of Contents In addition, there has been significant volatility in the market price and trading volume of securities of companies, including companies operating in the forest products industry, that often has been unrelated to individual company operating performance. Some companies that have experienced volatile market prices for their securities have had securities litigation brought against them. If litigation of this type is brought against us, it could result in substantial costs and divert management’s attention and resources." }, { "status": "UNCHANGED", "current_title": "We may be required to pay significant taxes or tariffs on our exported products or countervailing and anti-dumping duties or tariffs on our imported products.", "prior_title": "We may be required to pay significant taxes or tariffs on our exported products or countervailing and anti-dumping duties or tariffs on our imported products.", "current_body": "We export logs and finished wood products to foreign markets, and our ability to do so profitably is affected by U.S. and foreign trade policy. International trade disputes occur frequently and can be taken to an international trade court or tribunal for resolution of unfair trade practices between countries. U.S. international trade policy could result in one or more of our foreign export market jurisdictions adopting trade policy making it more difficult or costly for us to export our products to those countries, including, for example, placing export or phytosanitary restrictions on our products. We could therefore experience reduced revenues and margins in any of our businesses that is adversely affected by international trade tariffs, duties, taxes, customs or dispute settlement terms. To the extent such trade policies increase prices, they could also reduce the demand for our products and could have a material adverse effect on our business, financial results and financial condition, including facility closures or impairments of assets. We cannot predict future trade policy or the terms of any settlements of international trade disputes and their effect on our business." }, { "status": "UNCHANGED", "current_title": "Our financial condition, operating results and cash flows will be materially affected by supply and demand for timber.", "prior_title": "Our operating results and cash flows will be materially affected by supply and demand for timber.", "current_body": "A variety of factors affect prices for timber, including available supply, changes in economic conditions that affect demand, the level of domestic new construction and remodeling activity, interest rates, credit availability, population growth, weather conditions, insect or pest infestation and other factors. These factors vary by region, by timber type (i.e., sawlogs or pulpwood logs) and by species. Timber prices are affected by changes in demand on a local, national and international level. The closure of a mill in a region where we own timber could have a material adverse effect on demand in that region, and therefore pricing. For example, as the demand for paper continues to decline, closures of pulp mills in some of our operating regions have adversely affected the regional demand for pulpwood and wood chips. Additionally, some of our Asian log export markets, particularly China, have a history of significant volatility. Lower demand for our export logs could have a negative effect on timber prices, particularly in the western region. Timber prices are also affected by changes in timber supply and availability at the local, national and international level. Our timberland ownership is concentrated in Alabama, Arkansas, Georgia, Louisiana, Maine, Mississippi, North Carolina, Oklahoma, Oregon and Washington. In some of these states, much of the timberland is privately owned. Increases in timber prices often result in substantial increases in harvesting on private timberlands, including lands owned by others and not previously made available for commercial timber operations, causing a short-term increase in supply that moderates such price increases. In western states such as Oregon and Washington, where a greater proportion of timberland is government-owned, any substantial increase in timber harvesting from government-owned land could significantly reduce timber prices. On a local level, timber supplies can fluctuate depending on factors such as changes in weather conditions and harvest strategies of local timberland owners, as well as occasionally high timber salvage efforts due to events such as insect or pest infestations, fires or other natural disasters. Demand for timber in foreign markets can fluctuate due to a variety of factors as well, including but not limited to: changes in the fundamental economic conditions that affect demand for logs in a given export market country or region; any substantial increase in supply of logs from local or regional sources, including such sources that periodically supply large amounts of salvage timber as a result of disease or infestation, and other factors." }, { "status": "UNCHANGED", "current_title": "We may be unsuccessful in carrying out our acquisition strategy.", "prior_title": "We may be unsuccessful in carrying out our acquisition strategy.", "current_body": "We intend to strategically pursue acquisitions and strategic divestitures when market conditions warrant. As with any investment, our acquisitions may not perform in accordance with our expectations. In addition, we anticipate financing many of these acquisitions through cash from operations, borrowings under our unsecured credit facilities, proceeds from equity or debt offerings or proceeds from strategic asset dispositions, or any combination thereof. Our inability to finance future acquisitions on favorable terms, or at all, could adversely affect our ability to successfully execute strategic acquisitions and thereby adversely affect our results of operations, financial condition and cash flows." }, { "status": "UNCHANGED", "current_title": "Timberlands make up a significant portion of our business portfolio and we are therefore subject to real estate investment risks.", "prior_title": "Timberlands make up a significant portion of our business portfolio and we are therefore subject to real estate investment risks.", "current_body": "Our real property holdings are primarily timberlands and we may make additional timberlands acquisitions in the future. As the owner and manager of approximately 10.5 million acres of timberlands, we are subject to the risks that are inherent in concentrated real estate investments. A downturn in the real estate industry generally, or the timber or forest products industries specifically, could reduce the value of our properties and adversely affect our financial condition, results of operations and cash flows. Such a downturn could also adversely affect our customers and reduce the demand for our products, as well as our ability to execute upon our strategy of selling nonstrategic timberlands and timberland properties that have higher and better uses at attractive prices. These risks may be more pronounced than if we diversified our investments outside of real property holdings." }, { "status": "UNCHANGED", "current_title": "Our ability to harvest and deliver timber may be subject to limitations which could adversely affect our financial condition, results of operations and cash flows.", "prior_title": "Our ability to harvest and deliver timber may be subject to limitations which could adversely affect our results of operations and cash flows.", "current_body": "Our primary assets are our timberlands. Weather conditions, timber growth cycles, access limitations and availability of contract loggers and haulers may adversely affect our ability to harvest our timberlands. Other factors that may adversely affect our timber harvest include damage to our standing timber by fire or by insect or pest infestation, disease, prolonged drought, flooding, severe weather and other natural disasters. As discussed in more detail in the following risk factors, changes in global climate conditions could intensify the severity and rate of occurrence of any one or more of these risks that we currently face or introduce other risks that we currently cannot predict. Although damage from such causes usually is localized and affects only a limited percentage of standing timber, there can be no assurance that any damage affecting our timberlands will in fact be limited. As is common in the forest products industry, we do not maintain insurance coverage for damage to our timberlands. Our revenues, net income and cash flow from operations are dependent to a significant extent on the pricing of our products and our continued ability to harvest timber at adequate levels. Therefore, if we were to be restricted from harvesting on a significant portion of our timberlands for a prolonged period of time, or if material damage to a significant portion of our standing timber were to occur, we could suffer materially adverse effects to our financial condition, results of operations and cash flows. Future timber harvest levels may also be affected by our ability to timely and effectively replant harvested areas, which depends on several factors including changes in estimates of long-term sustainable yield because of silvicultural advances, natural disasters, fires, pests, insects and other hazards, regulatory constraints, availability of contractors, U.S. immigration policies and other factors beyond our control. Timber harvest activities are also subject to a number of federal, state and local regulations pertaining to the protection of fish, wildlife, water and other resources. Regulations, government agency policy and guidelines, and litigation, can restrict timber harvest activities and increase costs. Examples include federal and state laws protecting threatened, endangered and “at-risk” species, harvesting and forestry road building activities that may be restricted under the U.S. Federal Clean Water Act, state forestry practices laws, laws protecting aboriginal rights and other similar regulations." }, { "status": "UNCHANGED", "current_title": "To maintain our qualification as a REIT and to avoid an excise tax, we are generally required to distribute substantially all of our taxable income to our shareholders.", "prior_title": "To maintain our qualification as a REIT and to avoid an excise tax, we are generally required to distribute substantially all of our taxable income to our shareholders.", "current_body": "Generally, REITs are required to distribute 90 percent of their ordinary taxable income and (to avoid an excise tax) 95 percent of their net capital gains income. Capital gains may be retained by the REIT but would be subject to corporate income taxes. If capital gains were retained rather than distributed, our shareholders would be deemed to have received a taxable distribution (about which we would notify them), with a credit or WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 38 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 38 Table of Contents Table of Contents Table of Contents refund for any federal income tax paid by the company. We believe that we are not required to distribute material amounts of cash since substantially all of our taxable income is treated as capital gains income. As previously discussed in these Risk Factors, our board of directors, in its sole discretion, determines the amount, timing and frequency of our dividends to shareholders." }, { "status": "UNCHANGED", "current_title": "We are involved in various environmental, regulatory, product liability and other legal matters, disputes and proceedings that, if determined or concluded in a manner adverse to our interests, could have a material adverse effect on our financial condition.", "prior_title": "We are involved in various environmental, regulatory, product liability and other legal matters, disputes and proceedings that, if determined or concluded in a manner adverse to our interests, could have a material adverse effect on our financial condition.", "current_body": "We are, from time to time, involved in a number of legal matters, disputes and proceedings (legal matters), some of which involve ongoing litigation. These include, without limitation, legal matters involving environmental clean-up and remediation, warranty and non-warranty product liability claims, regulatory issues, contractual and personal injury claims and other legal matters. In some cases, all or a portion of any loss we experience in connection with any such legal matters will be covered by insurance; in other cases, any such losses will not be covered. The outcome, costs and other effects of current legal matters in which we are involved, and any related insurance recoveries, cannot be determined with certainty. Although the disclosures in Note 13: Legal Proceedings, Commitments and Contingencies contain management’s current views of the effect such legal matters could have on our financial results, there can be no assurance that the outcome of such legal matters will be as currently expected. It is possible that there could be adverse judgments against us in some or all major litigation matters against us, and that we could be required to take a charge and make cash payments for all or a portion of any related awards of damages. Any one or more of such charges or cash payment could materially and adversely affect our financial condition, results of operations or cash flows for the quarter or year in which we record or pay it. Note 13: Legal Proceedings, Commitments and Contingencies WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 37 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 37 Table of Contents Table of Contents Table of Contents" }, { "status": "UNCHANGED", "current_title": "Low demand for new homes and home repair and remodeling can adversely affect our business, financial condition, results of operations and cash flows.", "prior_title": "Low demand for new homes and home repair and remodeling can adversely affect our business, results of operations and cash flows.", "current_body": "Our business is particularly dependent upon the health of the U.S. housing market, and specifically on demand for new homes and home repair and remodeling. Demand in these markets is sensitive to changes in economic conditions such as the level of employment, consumer confidence, consumer income, the availability of financing and interest rate levels. Other factors that could limit or adversely affect demand for new homes and home repair and remodeling, and hence demand for our products, include factors such as changes in consumer preferences, limited wage growth, increases in non-mortgage consumer debt, any weakening in consumer confidence, as well as any increase in foreclosure rates and distress sales of houses." }, { "status": "UNCHANGED", "current_title": "MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES", "prior_title": "MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES", "current_body": "Our common stock trades on the New York Stock Exchange under the symbol WY. As of December 31, 2023, there were 11,858 holders of record of our common shares." }, { "status": "UNCHANGED", "current_title": "Customer demand for certain brands of sustainably-produced products could reduce competition among buyers for our products or cause other adverse effects.", "prior_title": "Customer demand for certain brands of sustainably-produced products could reduce competition among buyers for our products or cause other adverse effects.", "current_body": "We have adopted the Sustainable Forestry Initiative® (SFI)® standard for wood fiber supplied to our manufacturing facilities, both from our timberlands and from third-party suppliers. If customer preference for a sustainability standard other than SFI increases, or if the SFI standard falls into disfavor, there may be reduced demand and lower prices for our products relative to competitors who can supply products sourced from forests certified to competing certification standards. If we seek to comply with such other standards, we could incur materially increased costs for our operations or be required to modify our operations, such as reducing harvest levels. FSC, in particular, employs standards that are geographically variable and could cause a material reduction in the harvest levels of some of our timberlands, most notably in the Pacific Northwest. WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 34 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 34 Table of Contents Table of Contents Table of Contents" }, { "status": "UNCHANGED", "current_title": "Our estimates of timber inventories and growth rates may be inaccurate and include risks inherent in calculating such estimates, which may impair our ability to realize expected revenues.", "prior_title": "Our estimates of timber inventories and growth rates may be inaccurate and include risks inherent in calculating such estimates, which may impair our ability to realize expected revenues.", "current_body": "Whether in connection with managing our existing timberland portfolio or assessing potential timberland acquisitions, we make and rely on important estimates of merchantable timber inventories. These include estimates of timber inventories that may be lawfully and economically harvested, timber growth rates and end-product yields. Timber growth rates and yield estimates are developed by forest biometricians and other WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 32 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 32 Table of Contents Table of Contents Table of Contents experts using statistical measurements of tree samples on given property. These estimates are central to forecasting our anticipated timber harvests, revenues and expected cash flows. While the company has confidence in its timber inventory processes and the professionals in the field who administer them, future growth and yield estimates are inherently inexact and uncertain and subject to many external variables that could further affect their accuracy. These external variables include, among other things, disease, insect or pest infestation, natural disasters and changes in weather patterns, all of which could be exacerbated by the impacts of climate change. If these estimates are inaccurate, our ability to manage our timberlands in a sustainable or profitable manner may be compromised, which may cause our financial condition, results of operations, cash flows and our stock price to be adversely affected." }, { "status": "UNCHANGED", "current_title": "Volatility in interest rates and lower than expected returns on our pension assets could reduce the funded status of our defined benefit pension plans, requiring us to make significant additional cash contributions to our benefit plans.", "prior_title": "Volatility in interest rates and lower than expected returns on our pension assets could reduce the funded status of our defined benefit pension plans, requiring us to make significant additional cash contributions to our benefit plans.", "current_body": "A portion of our current and former employees have accrued benefits under our defined benefit pension plans. Although the plans are not open to newly hired or rehired employees, current employees hired before the plan closure continue to accrue benefits. Requirements for funding our pension plan liabilities are based on a number of actuarial assumptions, including the expected rate of return on our plan assets and the discount rate applied to our pension plan obligations. Fluctuations in equity market returns and changes in long-term interest rates could increase our WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 35 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 35 Table of Contents Table of Contents Table of Contents costs under our defined benefit pension plans and may significantly affect future contribution requirements. It is unknown what the actual investment return on our pension assets will be in future years and what interest rates may be at any given point in time. We cannot therefore provide any assurance of what our actual pension plan costs will be in the future, or whether we will be required under applicable law to make future material plan contributions. See Note 8: Pension and Other Post-Employment Benefit Plans for additional information about these plans, including funding status. Note 8: Pension and Other Post-Employment Benefit Plans" }, { "status": "UNCHANGED", "current_title": "PERFORMANCE GRAPH ASSUMPTIONS", "prior_title": "PERFORMANCE GRAPH ASSUMPTIONS", "current_body": " Assumes $100 invested on December 31, 2018, in Weyerhaeuser common stock, the S&P 500 Index and the S&P Global Timber & Forestry Index.  Total return assumes dividends received are reinvested immediately.  Measurement dates are the last trading day of the calendar year shown." }, { "status": "UNCHANGED", "current_title": "The industries in which we operate are sensitive to macroeconomic conditions and consequently are highly cyclical.", "prior_title": "The industries in which we operate are sensitive to macroeconomic conditions and consequently are highly cyclical.", "current_body": "The overall levels of demand for the products we manufacture and distribute reflect fluctuations in levels of end-user demand, which consequently affect our sales and profitability. End-user demand depends in large part on general macroeconomic conditions, both in the U.S. WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 30 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 30 Table of Contents Table of Contents Table of Contents and globally, as well as on local economic conditions. The length and magnitude of industry cycles vary over time, both by market and by product, but generally reflect changes in macroeconomic conditions and levels of industry capacity. Any decline or stagnation in macroeconomic conditions could cause us to experience lower sales volumes and reduced margins for our products." }, { "status": "UNCHANGED", "current_title": "Governmental response to climate change at the international, federal and state levels may affect our financial condition, results of operations, cash flows and profitability.", "prior_title": "Governmental response to climate change at the international, federal and state levels may affect our results of operations, cash flows and profitability.", "current_body": "There continue to be numerous international, U.S. federal and state-level initiatives and proposals to address domestic and global climate issues. Within the U.S. and Canada, some of these proposals would regulate and/or tax the production of carbon dioxide and other greenhouse gases to facilitate the reduction of carbon compound emissions into the atmosphere and provide tax and other incentives to produce and use cleaner energy. Indeed, such regulations have already been passed into law in some Canadian provinces and in Washington state, where we have mill operations. Climate change effects, if they occur, and governmental initiatives, laws and regulations to address potential climate concerns, could increase our costs and have a long-term adverse effect on our businesses and results of operations. Future legislation or regulatory activity in this area remains uncertain, and its effect on our operations is unclear at this time. However, climate change legislation or related government mandates, standards or regulations intended to mitigate or reduce carbon compound, greenhouse gas emissions or other climate change effects could have significant adverse effects on our business and operations as well as our ability to achieve our recently announced business goals in emerging carbon credit and carbon storage markets. Any one or more of such new legal requirements and regulations could, for example, significantly increase the costs for our mills to comply with stricter air emissions regulations. They could also limit harvest levels for commercial timberland operators, which could in turn adversely affect our timberland operations as well as potentially lead to significant increases in the cost of energy, wood fiber and other raw materials for our wood products businesses. Any one or more of these developments, as well as other unforeseeable governmental responses to climate change, could have a material adverse effect on our financial condition, results of operations, cash flows and profitability." }, { "status": "UNCHANGED", "current_title": "Our profitability is affected by market dynamics outside of our control.", "prior_title": "Our profitability is affected by market dynamics outside of our control.", "current_body": "Because commodity products have few distinguishing properties from producer to producer, competition for these products is based largely on price, which is determined by supply relative to demand and competition from substitute products. Prices for our products are also affected by many other factors outside of our control. As a result, we have little influence or control over the timing and extent of price changes, which often are volatile in our industry. Moreover, our profit margins with respect to these products depend, in part, on managing our costs, particularly raw WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 31 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 31 Table of Contents Table of Contents Table of Contents material, labor (including contract labor) and energy costs, which represent significant cost components that also fluctuate based upon market and other factors beyond our control." }, { "status": "UNCHANGED", "current_title": "LEGAL PROCEEDINGS", "prior_title": "LEGAL PROCEEDINGS", "current_body": "Refer to Note 13: 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 $1 million for purposes of determining whether disclosure of any such proceedings is required pursuant to this item. Note 13: Legal Proceedings, Commitments and Contingencies" }, { "status": "UNCHANGED", "current_title": "Operating income and Net contribution to earnings", "prior_title": "Operating income and Net contribution to earnings", "current_body": "$ 488 $ 528 $ (40 ) (1)Other products include sales of seeds and seedlings from our nursery operations and wood chips. Other products include sales of seeds and seedlings from our nursery operations and wood chips." }, { "status": "UNCHANGED", "current_title": "Operating income and Net contribution to earnings", "prior_title": "Operating income and Net contribution to earnings", "current_body": "$ 488 $ 528 $ (40 ) (1)Other products include sales of seeds and seedlings from our nursery operations and wood chips. Other products include sales of seeds and seedlings from our nursery operations and wood chips." }, { "status": "UNCHANGED", "current_title": "A material disruption at one of our manufacturing facilities could prevent us from meeting customer demand, reduce our sales, and negatively affect our results of operations, financial condition and cash flows.", "prior_title": "A material disruption at one of our manufacturing facilities could prevent us from meeting customer demand, reduce our sales, and negatively affect our results of operations and financial condition.", "current_body": "Any of our manufacturing facilities, or any of our equipment within an otherwise operational facility, could cease operations unexpectedly due to a number of events, including:  unscheduled maintenance outages;  prolonged power failures;  equipment failure;  chemical spill or release;  explosion of a boiler;  fires, floods, windstorms, earthquakes, hurricanes or other severe weather conditions or catastrophes affecting the production of goods or the supply of raw materials (including fiber);  the effect of drought or reduced rainfall on water supply;  labor difficulties;  disruptions in transportation or transportation infrastructure, including roads, bridges, rail, tunnels, shipping and port facilities;  terrorism or threats of terrorism;  cyberattack; WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 33 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 33 Table of Contents Table of Contents Table of Contents  governmental regulations;  other operational problems and  effects of viral or disease outbreaks and any resulting epidemic or global pandemic. We cannot predict the duration of any such downtime or extent of facility damage. If one of our facilities or machines were to incur significant downtime, our ability to meet our production targets and satisfy customer demand could be impaired, resulting in lower sales and income. Additionally, we may be required to make significant unplanned capital expenditures. Although some risks are not insurable and some coverage is limited, we purchase insurance on our manufacturing facilities for damage from fires, floods, windstorms, earthquakes, other severe weather conditions, equipment failures and boiler explosions. Such insurance may not be sufficient to recover all of our damages." }, { "status": "UNCHANGED", "current_title": "Our Covenants", "prior_title": "Our Covenants", "current_body": "Our key covenants include the requirement to maintain:  a minimum total adjusted shareholders' equity of $3.0 billion and  a defined debt-to-total-capital ratio of 65 percent or less. Our total adjusted shareholders' equity is comprised of:  total shareholders’ equity,  excluding accumulated other comprehensive income (loss),  minus our investment in our unrestricted subsidiaries. Our capitalization is comprised of:  total debt,  plus total adjusted shareholders' equity. As of December 31, 2023, we had:  total adjusted shareholders' equity of $10.5 billion and  a defined debt-to-total-capital ratio of 32.5 percent. When calculating compliance in accordance with financial debt covenants as of December 31, 2023 and December 31, 2022, we excluded the full amount of accumulated other comprehensive loss of $293 million and $247 million, respectively. See Note 14: Shareholders’ Interest for further information on accumulated other comprehensive loss. Note 14: Shareholders’ Interest There are no other significant financial debt covenants related to our third-party debt." }, { "status": "UNCHANGED", "current_title": "LIQUIDITY AND CAPITAL RESOURCES", "prior_title": "LIQUIDITY AND CAPITAL RESOURCES", "current_body": "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 December 31, 2023, we had $1.2 billion in cash and cash equivalents and $1.5 billion of availability on our line of credit, which expires in March 2028. We believe we have sufficient liquidity to meet our cash requirements for the foreseeable future." }, { "status": "UNCHANGED", "current_title": "Operating income and Net contribution to earnings", "prior_title": "Operating income and Net contribution to earnings", "current_body": "$ 488 $ 528 $ (40 ) (1)Other products include sales of seeds and seedlings from our nursery operations and wood chips. Other products include sales of seeds and seedlings from our nursery operations and wood chips." }, { "status": "UNCHANGED", "current_title": "Pension Contributions and Benefit Payments Made and Expected", "prior_title": "Pension Contributions and Benefit Payments Made and Expected", "current_body": "During 2023, we contributed a total of $20 million to our pension and post-employment benefit plans, compared to a total of $24 million during 2022. For 2024, we expect to contribute approximately $20 million to our pension and post-employment benefit plans. Refer to Note 8: Pension and Other Post-Employment Benefit Plans for further information. Note 8: Pension and Other Post-Employment Benefit Plans" }, { "status": "UNCHANGED", "current_title": "TIMBERLANDS", "prior_title": "TIMBERLANDS", "current_body": "HOW WE DID We report sales volumes and annual production data for our Timberlands segment in Our Business/What We Do/Timberlands. Our Business/What We Do/Timberlands WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 46 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 46 Table of Contents Table of Contents Table of Contents" }, { "status": "UNCHANGED", "current_title": "UNALLOCATED ITEMS", "prior_title": "UNALLOCATED ITEMS", "current_body": "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 - the last-in, first-out method,  foreign exchange transaction gains and losses resulting from changes in exchange rates primarily related to our U.S. dollar denominated cash and debt balances that are held by our Canadian subsidiary, as well as  interest income and other." }, { "status": "UNCHANGED", "current_title": "ENVIRONMENTAL MATTERS, LEGAL PROCEEDINGS AND OTHER CONTINGENCIES", "prior_title": "ENVIRONMENTAL MATTERS, LEGAL PROCEEDINGS AND OTHER CONTINGENCIES", "current_body": "See Note 13: Legal Proceedings, Commitments and Contingencies. Note 13: Legal Proceedings, Commitments and Contingencies" }, { "status": "UNCHANGED", "current_title": "WHAT YOU WILL FIND IN THIS MD&A", "prior_title": "WHAT YOU WILL FIND IN THIS MD&A", "current_body": "Our MD&A includes the following major sections:  economic and market conditions affecting our operations;  financial performance summary;  results of our operations;  liquidity and capital resources;  environmental matters, legal proceedings and other contingencies;  accounting matters and  performance and liquidity measures. For Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) related to the year ended December 31, 2021, refer to this same section in our 2022 annual report on Form 10-K as filed with the Securities and Exchange Commission on February 17, 2023." }, { "status": "UNCHANGED", "current_title": "DISCOUNT RATES FOR PENSION AND POST-EMPLOYMENT BENEFIT PLANS", "prior_title": "DISCOUNT RATES FOR PENSION AND POST-EMPLOYMENT BENEFIT PLANS", "current_body": "Discount rates are used to estimate the net present value of our pension and other post-employment plan obligations. These rates are determined at the measurement date by matching current spot rates of high-quality corporate bonds with maturities similar to the timing of expected cash outflows for benefits. The selection of discount rates requires judgment as well as the involvement of actuarial specialists. These specialists assist with selecting yield curves based on published indices for high-quality corporate bonds and projecting the timing and amount of cash flows associated with our obligations to ultimately support our determination of an appropriate discount rate for each plan. Our discount rates as of December 31, 2023 are:  5.2 percent for our U.S. pension plans — compared with 5.4 percent at December 31, 2022;  5.1 percent for our U.S. post-employment benefit plans — compared with 5.4 percent at December 31, 2022;  4.7 percent for our Canadian pension plans — compared with 5.3 percent at December 31, 2022 and  4.6 percent for our Canadian post-employment benefit plans — compared with 5.3 percent at December 31, 2022. Pension expenses for 2024 will be based on the 5.2 percent and 4.7 percent assumed discount rates for the U.S. pension plans and the Canadian pension plans, respectively, and the 5.1 percent and 4.6 percent assumed discount rates for the U.S. and Canadian post-employment benefit plans, respectively. WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 54 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 54 Table of Contents Table of Contents Table of Contents Our discount rates are important in determining the cost of our plans. A 50 basis point decrease in our discount rate would increase expense or reduce a credit by approximately:  $11 million for our U.S. qualified pension plans and  $2 million for our Canadian registered pension plans. Details about our other significant accounting policies are in Note 1: Summary of Significant Accounting Policies. Note 1: Summary of Significant Accounting Policies" }, { "status": "UNCHANGED", "current_title": "Changes in global or regional climate conditions could significantly harm our timberland assets and have a negative impact on our results of operations, cash flow and financial condition.", "prior_title": "Changes in global or regional climate conditions could significantly harm our timberland assets and have a negative impact on our results of operations, cash flow and profitability of our operations.", "current_body": "Climate change has the potential to cause significant disruptions to our business and results of operations, cash flow and financial condition. There is increasing concern that increases in global average temperatures caused by increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere could cause significant changes in weather patterns, including changes to precipitation patterns and growing seasons. These changes could, in the long term and in some locations, lead to slower growth of our trees and, potentially, changes to the species mix that we manage in our timber assets. An increase in global temperature could also lead to an increase in the frequency and severity of extreme weather events and other natural disasters. Thus, damage or access to our timberland assets by existing causes, such as fire, insect or pest infestation, disease, prolonged drought, flooding, windstorms and other natural disasters, could be significantly worsened by climate change. Extreme weather and temperatures could also lead to interruptions of normal work conditions in our operations. Any one or more of these negative effects on commercial timberland operations from climate change, both our own and that of other commercial timberland operators, could also have a material adverse impact on our Wood Products business by significantly affecting the availability, cost and quality of the wood fiber used in our mill operations." }, { "status": "UNCHANGED", "current_title": "Significant Contractual Obligations as of December 31, 2023", "prior_title": "Significant Contractual Obligations as of December 31, 2022", "current_body": "Significant contractual obligations as of December 31, 2023 include our long-term debt obligations and lease obligations. Refer to Note 11: Long-Term Debt, Net and Note 16: Leases, respectively, for further information. Additional significant contractual obligations are included below. Note 11: Long-Term Debt, Net Note 16: Leases DOLLAR AMOUNTS IN MILLIONS PAYMENTS DUE BY PERIOD LESS THAN 1–3 3–5 MORE THAN TOTAL 1 YEAR YEARS YEARS 5 YEARS Interest(1) $ 1,982 $ 276 $ 498 $ 379 $ 829 Purchase obligations(2) $ 550 $ 186 $ 238 $ 91 $ 35 Employee-related obligations(3) $ 277 $ 117 $ 23 $ 18 $ 37 (1)Amounts presented for interest payments assume that all long-term debt obligations outstanding as of December 31, 2023 will remain outstanding until maturity. Amounts presented for interest payments assume that all long-term debt obligations outstanding as of December 31, 2023 will remain outstanding until maturity. (2)Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding on the company and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions and the approximate timing of the transaction. Purchase obligations exclude arrangements that the company can cancel without penalty. Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding on the company and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions and the approximate timing of the transaction. Purchase obligations exclude arrangements that the company can cancel without penalty. (3)The timing of certain payments within this category will be triggered by retirements or other events. These payments can include workers compensation, deferred compensation and banked vacation, among other obligations. When the timing of payment is uncertain, the amounts are included in the total column only. Minimum pension funding is required by established funding standards and estimates are not made for 2025 onward. Estimated payments of contractually obligated post-employment benefits are not included due to the uncertainty of payment timing. The timing of certain payments within this category will be triggered by retirements or other events. These payments can include workers compensation, deferred compensation and banked vacation, among other obligations. When the timing of payment is uncertain, the amounts are included in the total column only. Minimum pension funding is required by established funding standards and estimates are not made for 2025 onward. Estimated payments of contractually obligated post-employment benefits are not included due to the uncertainty of payment timing." }, { "status": "UNCHANGED", "current_title": "We face intense competition in our markets; any failure to compete effectively could have a material adverse effect on our business, financial condition, results of operations and cash flows.", "prior_title": "We face intense competition in our markets; any failure to compete effectively could have a material adverse effect on our business, financial condition and results of operations.", "current_body": "We compete with North American producers and, for some of our product lines, global producers, some of which may have greater financial resources and lower production costs than we do. The principal basis for competition for many of our products is selling price. Our industries also are particularly sensitive to other factors including innovation, design, quality and service, with varying emphasis on these factors depending on the product line. To the extent that any of our competitors are more successful with respect to any key competitive factor, our ability to attract and retain customers and maintain and increase sales could be materially adversely affected. Any failure to compete effectively could have a material adverse effect on our business, financial condition, results of operations and cash flows." }, { "status": "UNCHANGED", "current_title": "REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM", "prior_title": "REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM", "current_body": "To the Shareholders and Board of DirectorsWeyerhaeuser Company: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Weyerhaeuser Company and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, cash flows, and changes in equity for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 16, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Projected benefit obligations for pensions As discussed in Notes 1 and 8 to the consolidated financial statements, the Company's projected benefit obligations for pension plans were $2,347 million as of December 31, 2023, which included the projected benefit obligation for the U.S. qualified pension plans. The Company estimates the liability related to their pension plans using actuarial models that include assumptions about the Company’s discount rates. We identified the evaluation of the Company’s projected benefit obligation for the U.S. qualified pension plans as a critical audit matter. This is due to the sensitivity of the obligation to changes in the discount rate used and the subjectivity in evaluating the rate. Additionally, the assessment of the discount rate required specialized actuarial skills and knowledge. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the U.S. qualified pension obligation process. This included controls related to the actuarial determination of the discount rate used in the valuation of the projected benefit obligation for the U.S. qualified pension plans. These procedures also included analyzing year-over-year changes to the projected cash flows associated with the obligation. Additionally, we involved actuarial professionals with specialized skills and knowledge, who assisted in the evaluation of the Company’s discount rate by: •evaluating the selected yield curve used to determine the discount rate evaluating the selected yield curve used to determine the discount rate •assessing changes in the discount rate from the prior year against changes in published indices assessing changes in the discount rate from the prior year against changes in published indices •evaluating the discount rate based on the projected cash flows compared with those of similar plans. evaluating the discount rate based on the projected cash flows compared with those of similar plans. /s/ KPMG LLP KPMG LLP We have served as the Company’s auditor since 2002. Seattle, Washington Seattle, Washington February 16, 2024 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 59 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 59 Table of Contents Table of Contents Table of Contents" }, { "status": "UNCHANGED", "current_title": "UNRESOLVED STAFF COMMENTS", "prior_title": "UNRESOLVED STAFF COMMENTS", "current_body": "There are no unresolved comments that were received from the SEC staff relating to our periodic or current reports under the Securities Exchange Act of 1934. WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 40 WEYERHAEUSER COMPANY > 2023 ANNUAL REPORT AND FORM 10-K 40 Table of Contents Table of Contents Table of Contents" } ] }