{ "ticker": "WY", "company": "WY", "filing_type": "10-K", "year_current": "2026", "year_prior": "2025", "summary": { "added": 17, "removed": 18, "modified": 76, "unchanged": 55, "total_current": 148, "total_prior": 149 }, "source": "SEC EDGAR", "url": "https://riskdiff.com/wy/2026-vs-2025/", "markdown_url": "https://riskdiff.com/wy/2026-vs-2025/index.md", "json_url": "https://riskdiff.com/wy/2026-vs-2025/index.json", "generated": "2026-06-01", "ai_summary": null, "risks": [ { "status": "ADDED", "current_title": "Our joint ventures may pose unique risks.", "prior_title": null, "current_body": "We currently participate in joint venture and other business partnering structures, and we may in the future participate in additional such arrangements with the same or other parties and with varying business objectives and investment terms. We may also increase our capital investment or otherwise expand our interests in existing joint venture arrangements and partnering structures. Any of these arrangements involve risks including, but not limited to, the risk that one or more of our partners, none of which we control, fail to abide by our agreed upon terms or otherwise take actions that are contrary to our interests, policies or objectives, which could adversely affect our ability to achieve our goals and thereby adversely affect our results of operations, financial condition and cash flows." }, { "status": "ADDED", "current_title": "We will be affected by changes in currency exchange rates.", "prior_title": null, "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. WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 36 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 36 Table of Contents Table of Contents Table of Contents LEGAL, REGULATORY AND TAX RISKS ENVIRONMENTAL LAWS AND REGULATIONSWe could incur substantial costs as a result of compliance with, violations of, or liabilities under applicable environmental laws and other laws and regulations.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 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.LEGAL AND REGULATORY RISKS RELATED TO CLIMATE CHANGEGovernmental response to climate change at the international, federal and state levels may affect our financial condition, results of operations, cash flows and financial condition.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" }, { "status": "ADDED", "current_title": "We may experience risks, liabilities or other issues relating to the use of Artificial Intelligence (AI) in our business.", "prior_title": null, "current_body": "We have recently begun using third-party developed AI tools for internal purposes, such as data and inventory management and sales and logistics optimization. Over time, we may explore the use of AI in additional areas. There can be no assurance that any current or future use of AI or machine learning technologies will achieve desired results, improve efficiency or otherwise benefit our business. AI systems are complex and may not always operate as intended, and could produce inaccurate, incomplete or biased outputs, and ineffective or inadequate AI deployment practices could result in unintended consequences. In addition, our business could be disrupted if any of the AI systems we use become unavailable due to extended outages or interruptions or because they are no longer available on commercially reasonable terms or prices. Laws, regulations and industry standards applicable to AI are rapidly evolving and may require us or our third-party providers to incur significant costs to modify or enhance our business practices to comply with such requirements, which may vary across jurisdictions. Furthermore, our competitors or other third parties may adopt AI capabilities more quickly or more effectively than we do, which could adversely affect our ability to compete and affect our business, financial condition and results of operations. In addition, the use of AI, even in limited internal applications, may give rise to new risks or liabilities, including increased governmental or regulatory scrutiny, litigation exposure, compliance requirements, ethical considerations and confidentiality or security risks. These risks could, in turn, adversely affect our reputation, business, financial condition and results of operations." }, { "status": "ADDED", "current_title": "Contribution to Earnings by Segment", "prior_title": null, "current_body": "WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 47 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 47 Table of Contents Table of Contents Table of Contents RESULTS OF OPERATIONS 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 and income taxes. CONSOLIDATED RESULTSHOW WE DIDSummary of Financial Results DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES AMOUNT OF CHANGE 2025 vs. 2025 2024 2024 Net sales $ 6,905 $ 7,124 $ (219 ) Costs of sales $ 5,880 $ 5,811 $ 69 Operating income $ 731 $ 685 $ 46 Net earnings $ 324 $ 396 $ (72 ) Basic and diluted earnings per share $ 0.45 $ 0.54 $ (0.09 ) COMPARING 2025 WITH 2024Net SalesNet sales decreased $219 million — 3 percent — primarily due to a $264 million decrease in Wood Products net sales attributable to decreased sales realizations across most product lines, as well as an $18 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased log sales realizations and volumes in the Western region. These decreases were partially offset by a $63 million increase in Real Estate, Energy and Natural Resources net sales attributable to an increase in average price per acre sold.Costs of SalesCosts of sales increased $69 million — 1 percent — primarily due to increased sales volumes for structural lumber, oriented strand board and softwood plywood within our Wood Products segment, partially offset by a decrease in acres sold in our Real Estate, Energy and Natural Resources segment and decreased Western sales volumes in our Timberlands segment.Operating IncomeOperating income increased $46 million — 7 percent — primarily due to:  a $266 million increase in gain on sale of timberlands (refer to: Note 4: Timberland Acquisitions and Divestitures);  a $43 million increase in insurance recoveries;  a $29 million gain on the sale of our Princeton lumber mill in third quarter 2025;  a $27 million decrease in general and administrative expenses and  a $10 million decrease in noncash impairment charges. These changes were partially offset by:  a $288 million decrease in consolidated gross margin (see discussion of components above);  a $25 million decrease in product remediation recoveries received and  an $18 million noncash environmental remediation charge recorded in fourth quarter 2025. Refer to the breakout of these items in Note 17: Other Operating Costs, Net.Net EarningsNet earnings decreased $72 million — 18 percent — primarily due to a $178 million increase in non-operating and other post-employment benefit costs, primarily attributable to a $145 million noncash pension settlement charge (refer to: Note 8: Pension and Other Post-Employment Benefit Plans), as well as a $31 million decrease in interest income and other. These changes were partially offset by a $95 million decrease in tax expense (refer to Income Taxes) and the $46 million increase in operating income discussed above." }, { "status": "ADDED", "current_title": "Net Earnings", "prior_title": null, "current_body": "Net earnings decreased $72 million — 18 percent — primarily due to a $178 million increase in non-operating and other post-employment benefit costs, primarily attributable to a $145 million noncash pension settlement charge (refer to: Note 8: Pension and Other Post-Employment Benefit Plans), as well as a $31 million decrease in interest income and other. These changes were partially offset by a $95 million decrease in tax expense (refer to Income Taxes) and the $46 million increase in operating income discussed above. Note 8: Pension and Other Post-Employment Benefit Plans Income Taxes WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 48 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 48 Table of Contents Table of Contents Table of Contents TIMBERLANDSHOW WE DIDWe report sales volumes and fee harvest volumes for our Timberlands segment in Our Business/What We Do/Timberlands.Net Sales and Net Contribution to Earnings for Timberlands DOLLAR AMOUNTS IN MILLIONS AMOUNT OF CHANGE 2025 vs. 2025 2024 2024 Net sales to unaffiliated customers: Delivered logs: West $ 645 $ 693 $ (48 ) South 613 603 10 North 50 46 4 Total 1,308 1,342 (34 ) Stumpage and pay-as-cut timber 60 51 9 Recreational and other lease revenue 79 77 2 Other products(1) 47 42 5 Subtotal net sales to unaffiliated customers 1,494 1,512 (18 ) Intersegment net sales 592 554 38 Total segment net sales $ 2,086 $ 2,066 $ 20 Costs of sales $ 1,664 $ 1,686 $ (22 ) Operating income $ 586 $ 279 $ 307 Interest income and other — 1 (1 ) Net contribution to earnings $ 586 $ 280 $ 306 (1)Other products include sales of seeds and seedlings from our nursery operations and wood chips.COMPARING 2025 WITH 2024Net Sales — Unaffiliated CustomersNet sales to unaffiliated customers decreased $18 million — 1 percent — primarily due to a $48 million decrease in Western log sales attributable to a 4 percent decrease in sales volumes and a 3 percent decrease in sales realizations. This decrease was partially offset by a $10 million increase in Southern log sales attributable to a 1 percent increase in sales volumes, as well as a $9 million increase in stumpage and pay-as-cut timber sales attributable to increased sales realizations and sales volumes.Intersegment SalesIntersegment sales increased $38 million — 7 percent — primarily due to a 3 percent increase in sales realizations, as well as a 3 percent increase in sales volumes.Costs of SalesCosts of sales decreased $22 million — 1 percent — primarily due to decreased Western sales volumes, partially offset by increased Southern sales volumes.Net Contribution to EarningsNet contribution to earnings increased $306 million — 109 percent — primarily due to a $266 million increase in gain on sale of timberlands (refer to Note 4: Timberland Acquisitions and Divestitures), as well as the change in the components of gross margin, as discussed above." }, { "status": "ADDED", "current_title": "Operating Income and Net Contribution to Earnings", "prior_title": null, "current_body": "Operating income and net contribution to earnings increased $99 million — 46 percent — primarily due to the change in the components of gross margin, as discussed above. WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 50 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 50 Table of Contents Table of Contents Table of Contents WOOD PRODUCTS HOW WE DIDWe report sales volumes and annual production data for our Wood Products segment in Our Business/What We Do/Wood Products.Net Sales and Net Contribution to Earnings for Wood Products DOLLAR AMOUNTS IN MILLIONS AMOUNT OF CHANGE 2025 vs. 2025 2024 2024 Net sales: Structural lumber $ 2,037 $ 1,906 $ 131 Oriented strand board 762 979 (217 ) Engineered solid section 649 708 (59 ) Engineered I-joists 343 390 (47 ) Softwood plywood 155 158 (3 ) Medium density fiberboard 135 159 (24 ) Complementary building products 565 615 (50 ) Other products produced (1) 311 306 5 Total segment net sales $ 4,957 $ 5,221 $ (264 ) Costs of sales $ 4,674 $ 4,516 $ 158 Operating income and Net contribution to earnings $ 55 $ 457 $ (402 ) (1)Other products produced sales include wood chips, other byproducts and third-party residual log sales from our Canadian Forestlands operations. COMPARING 2025 WITH 2024Net SalesNet sales decreased $264 million — 5 percent — primarily due to:  a $217 million decrease in oriented strand board sales attributable to a 25 percent decrease in sales realizations, partially offset by a 4 percent increase in sales volumes;  a $59 million decrease in engineered solid section sales attributable to a 7 percent decrease in sales realizations and a 1 percent decrease in sales volumes;  a $50 million decrease in complementary building products sales attributable to a decrease in sales volumes across most products;  a $47 million decrease in engineered I-joist sales attributable to a 7 percent decrease in sales realizations and a 5 percent decrease in sales volumes;  a $24 million decrease in medium density fiberboard sales attributable to a 14 percent decrease in sales volumes and a 1 percent decrease in sales realizations and  a $3 million decrease in softwood plywood sales attributable to a 7 percent decrease in sales realizations, partially offset by a 5 percent increase in sales volumes. These decreases were partially offset by a $131 million increase in structural lumber sales attributable to a 5 percent increase in sales volumes and a 1 percent increase in sales realizations, as well as a $5 million increase in other products produced sales attributable to an increase in wood chip sales volumes. Costs of SalesCosts of sales increased $158 million — 3 percent — primarily due to increased sales volumes for structural lumber, oriented strand board and softwood plywood. Operating Income and Net Contribution to EarningsOperating income and net contribution to earnings decreased $402 million — 88 percent — primarily due to the change in the components of gross margin, as discussed above, as well as a $25 million product remediation recovery recorded in second quarter 2024. These changes were partially offset by a $10 million noncash impairment charge related to the indefinite curtailment of our New Bern lumber mill recorded in third quarter 2024 and a $29 million gain related to the sale of our Princeton lumber mill recorded in third quarter 2025 (refer to the breakout of these items in Note 17: Other Operating Costs, Net)." }, { "status": "ADDED", "current_title": "Operating Income and Net Contribution to Earnings", "prior_title": null, "current_body": "Operating income and net contribution to earnings increased $99 million — 46 percent — primarily due to the change in the components of gross margin, as discussed above. WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 50 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 50 Table of Contents Table of Contents Table of Contents WOOD PRODUCTS HOW WE DIDWe report sales volumes and annual production data for our Wood Products segment in Our Business/What We Do/Wood Products.Net Sales and Net Contribution to Earnings for Wood Products DOLLAR AMOUNTS IN MILLIONS AMOUNT OF CHANGE 2025 vs. 2025 2024 2024 Net sales: Structural lumber $ 2,037 $ 1,906 $ 131 Oriented strand board 762 979 (217 ) Engineered solid section 649 708 (59 ) Engineered I-joists 343 390 (47 ) Softwood plywood 155 158 (3 ) Medium density fiberboard 135 159 (24 ) Complementary building products 565 615 (50 ) Other products produced (1) 311 306 5 Total segment net sales $ 4,957 $ 5,221 $ (264 ) Costs of sales $ 4,674 $ 4,516 $ 158 Operating income and Net contribution to earnings $ 55 $ 457 $ (402 ) (1)Other products produced sales include wood chips, other byproducts and third-party residual log sales from our Canadian Forestlands operations. COMPARING 2025 WITH 2024Net SalesNet sales decreased $264 million — 5 percent — primarily due to:  a $217 million decrease in oriented strand board sales attributable to a 25 percent decrease in sales realizations, partially offset by a 4 percent increase in sales volumes;  a $59 million decrease in engineered solid section sales attributable to a 7 percent decrease in sales realizations and a 1 percent decrease in sales volumes;  a $50 million decrease in complementary building products sales attributable to a decrease in sales volumes across most products;  a $47 million decrease in engineered I-joist sales attributable to a 7 percent decrease in sales realizations and a 5 percent decrease in sales volumes;  a $24 million decrease in medium density fiberboard sales attributable to a 14 percent decrease in sales volumes and a 1 percent decrease in sales realizations and  a $3 million decrease in softwood plywood sales attributable to a 7 percent decrease in sales realizations, partially offset by a 5 percent increase in sales volumes. These decreases were partially offset by a $131 million increase in structural lumber sales attributable to a 5 percent increase in sales volumes and a 1 percent increase in sales realizations, as well as a $5 million increase in other products produced sales attributable to an increase in wood chip sales volumes. Costs of SalesCosts of sales increased $158 million — 3 percent — primarily due to increased sales volumes for structural lumber, oriented strand board and softwood plywood. Operating Income and Net Contribution to EarningsOperating income and net contribution to earnings decreased $402 million — 88 percent — primarily due to the change in the components of gross margin, as discussed above, as well as a $25 million product remediation recovery recorded in second quarter 2024. These changes were partially offset by a $10 million noncash impairment charge related to the indefinite curtailment of our New Bern lumber mill recorded in third quarter 2024 and a $29 million gain related to the sale of our Princeton lumber mill recorded in third quarter 2025 (refer to the breakout of these items in Note 17: Other Operating Costs, Net)." }, { "status": "ADDED", "current_title": "COMPARING 2025 WITH 2024", "prior_title": null, "current_body": "Net Sales Net sales decreased $219 million — 3 percent — primarily due to a $264 million decrease in Wood Products net sales attributable to decreased sales realizations across most product lines, as well as an $18 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased log sales realizations and volumes in the Western region. These decreases were partially offset by a $63 million increase in Real Estate, Energy and Natural Resources net sales attributable to an increase in average price per acre sold." }, { "status": "ADDED", "current_title": "COMPARING 2025 WITH 2024", "prior_title": null, "current_body": "Net Sales Net sales decreased $219 million — 3 percent — primarily due to a $264 million decrease in Wood Products net sales attributable to decreased sales realizations across most product lines, as well as an $18 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased log sales realizations and volumes in the Western region. These decreases were partially offset by a $63 million increase in Real Estate, Energy and Natural Resources net sales attributable to an increase in average price per acre sold." }, { "status": "ADDED", "current_title": "LONG-TERM DEBT", "prior_title": null, "current_body": "Our consolidated long-term debt (including current portion) was:  $5,572 million as of December 31, 2025 and  $5,076 million as of December 31, 2024. The $496 million increase in our long-term debt during 2025 is primarily attributable to:  the August 2025 issuance of an $800 million senior unsecured term loan;  the March 2025 issuance of a $300 million senior unsecured term loan and  the November 2025 loan of $102 million related to resource recovery revenue bonds. These issuances were partially offset by:  the August 2025 partial repayment of approximately $500 million of our $750 million 4.75 percent senior unsecured notes;  the January 2025 repayment of our $139 million 8.50 percent debentures and  the March 2025 repayment of our $71 million 7.95 percent debentures. The weighted average interest rate and the weighted average maturity on our long-term debt as of December 31, 2025 were 5.11 percent and 6.5 years, respectively. See Note 11: Long-Term Debt, Net for more information. Note 11: Long-Term Debt, Net WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 54 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 54 Table of Contents Table of Contents Table of Contents LINE OF CREDITIn June 2025, we amended and restated our senior unsecured revolving credit facility to extend the expiration date to June 2030, while increasing borrowing capacity from $1.5 billion to $1.75 billion. Borrowings will bear interest at a floating rate based on either the adjusted term Secured Overnight Financing Rate (SOFR) plus a spread or a mutually agreed-upon base rate plus a spread. As of December 31, 2025 and 2024, we had no outstanding borrowings on the revolving credit facility.Refer to Note 10: Line of Credit and Commercial Paper Program for further information.COMMERCIAL PAPER PROGRAMIn November 2025, we established a commercial paper program under which we may issue short-term, unsecured commercial paper notes pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Under this program, we may issue notes from time to time in an aggregate amount not to exceed $1.75 billion outstanding at any time. The notes will have maturities of up to 397 days from the date of issue and will not be subject to voluntary prepayment or redemption prior to maturity. We use our revolving credit facility as a liquidity backstop for the repayment of short-term unsecured notes issued under the commercial paper program. There were no notes outstanding under this program as of December 31, 2025.Refer to Note 10: Line of Credit and Commercial Paper Program for further information.OUR COVENANTSOur 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 loss,  minus our investment in our unrestricted subsidiaries. Our capitalization is comprised of:  total debt,  plus total adjusted shareholders' equity. As of December 31, 2025, we had:  total adjusted shareholders' equity of $9.7 billion and  a defined debt-to-total-capital ratio of 36.4 percent. When calculating compliance in accordance with financial debt covenants as of December 31, 2025 and December 31, 2024, we excluded the full amount of accumulated other comprehensive loss of $293 million and $402 million, respectively. See Note 14: Shareholders’ Interest for further information on accumulated other comprehensive loss.There are no other significant financial debt covenants related to our third-party debt. INTEREST RATE SWAP HEDGING RELATIONSHIPDuring third quarter 2025, we entered into interest rate swaps with the risk management objective of managing exposure to interest rate volatility by converting variable rate debt obligations associated with our new $800 million term loan into fixed rate payments. The interest rate swaps provide the right to make fixed rate payments to the counterparty in exchange for variable, SOFR-based payments on a monthly settlement schedule. As of December 31, 2025, our interest rate swap agreements with an aggregate notional amount of $800 million were designated as cash flow hedging instruments of variable, SOFR-based interest payments on our $800 million term loan. No comparable activity was present for the year ended December 31, 2024.Refer to Note 12: Fair Value of Financial Instruments for further information.CREDIT RATINGSAs of December 31, 2025, our long-term issuer credit rating was BBB and Baa2 from S&P and Moody’s, respectively.DIVIDENDSWe paid cash dividends on common shares of:  $606 million in 2025 and  $684 million in 2024." }, { "status": "ADDED", "current_title": "COMMERCIAL PAPER PROGRAM", "prior_title": null, "current_body": "In November 2025, we established a commercial paper program under which we may issue short-term, unsecured commercial paper notes pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Under this program, we may issue notes from time to time in an aggregate amount not to exceed $1.75 billion outstanding at any time. The notes will have maturities of up to 397 days from the date of issue and will not be subject to voluntary prepayment or redemption prior to maturity. We use our revolving credit facility as a liquidity backstop for the repayment of short-term unsecured notes issued under the commercial paper program. There were no notes outstanding under this program as of December 31, 2025. Refer to Note 10: Line of Credit and Commercial Paper Program for further information. Note 10: Line of Credit and Commercial Paper Program" }, { "status": "ADDED", "current_title": "INTEREST RATE SWAP HEDGING RELATIONSHIP", "prior_title": null, "current_body": "During third quarter 2025, we entered into interest rate swaps with the risk management objective of managing exposure to interest rate volatility by converting variable rate debt obligations associated with our new $800 million term loan into fixed rate payments. The interest rate swaps provide the right to make fixed rate payments to the counterparty in exchange for variable, SOFR-based payments on a monthly settlement schedule. As of December 31, 2025, our interest rate swap agreements with an aggregate notional amount of $800 million were designated as cash flow hedging instruments of variable, SOFR-based interest payments on our $800 million term loan. No comparable activity was present for the year ended December 31, 2024. Refer to Note 12: Fair Value of Financial Instruments for further information. Note 12: Fair Value of Financial Instruments" }, { "status": "ADDED", "current_title": "ENVIRONMENTAL MATTERS, LEGAL PROCEEDINGS AND OTHER CONTINGENCIES", "prior_title": null, "current_body": "See Note 13: Legal Proceedings, Commitments and Contingencies. Note 13: Legal Proceedings, Commitments and Contingencies WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 56 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 56 Table of Contents Table of Contents Table of Contents ACCOUNTING MATTERS CRITICAL ACCOUNTING ESTIMATESIn 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.DISCOUNT RATES FOR PENSION AND POST-EMPLOYMENT BENEFIT PLANSDiscount 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, 2025 are:  5.3 percent for our U.S. pension plans — compared with 5.7 percent at December 31, 2024;  5.0 percent for our U.S. post-employment benefit plans — compared with 5.5 percent at December 31, 2024;  4.9 percent for our Canadian pension plans — compared with 4.7 percent at December 31, 2024 and  4.6 percent for our Canadian post-employment benefit plans — compared with 4.5 percent at December 31, 2024. Pension expenses for 2026 will be based on the 5.3 percent and 4.9 percent assumed discount rates for the U.S. pension plans and the Canadian pension plans, respectively, and the 5.0 percent and 4.6 percent assumed discount rates for the U.S. and Canadian post-employment benefit plans, respectively.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:  $8 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.PROSPECTIVE ACCOUNTING PRONOUNCEMENTSA summary of prospective accounting pronouncements is in Note 1: Summary of Significant Accounting Policies. PERFORMANCE AND LIQUIDITY MEASURES 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. Adjusted EBITDA by Segment DOLLAR AMOUNTS IN MILLIONS 2025 2024 Timberlands $ 581 $ 539 Real Estate & ENR 411 349 Wood Products 250 661 Unallocated Items (221 ) (257 ) Total $ 1,021 $ 1,292" }, { "status": "ADDED", "current_title": "Net earnings per diluted share before special items", "prior_title": null, "current_body": "$ 0.20 $ 0.53 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 59 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 59 Table of Contents Table of Contents Table of Contents Adjusted FADWe 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 2025 2024 Net cash from operations $ 562 $ 1,008 Capital expenditures (474 ) (416 ) FAD $ 88 $ 592 Cash from product remediation recovery — (25 ) Cash contribution to our U.S. qualified pension plan 200 — Monticello engineered wood products facility capital expenditures 109 — Adjusted FAD $ 397 $ 567 Net cash from investing activities $ (475 ) $ (636 ) Net cash from financing activities $ (290 ) $ (852 )" }, { "status": "ADDED", "current_title": "SUMMARY OF LONG-TERM DEBT OBLIGATIONS AS OF DECEMBER 31, 2025", "prior_title": null, "current_body": "DOLLAR AMOUNTS IN MILLIONS 2026 2027 2028 2029 2030 THEREAFTER TOTAL(1) FAIR VALUE Fixed-rate debt $ 522 $ 300 $ — $ 750 $ 750 $ 1,935 $ 4,257 $ 4,242 Weighted average interest rate 6.26 % 6.95 % — % 4.00 % 4.00 % 5.40 % 5.12 % N/A Variable-rate debt(2) $ — $ — $ 1,050 $ — $ 300 $ — $ 1,350 $ 1,350 (1)Excludes $35 million of unamortized discounts and capitalized debt expense. Excludes $35 million of unamortized discounts and capitalized debt expense. (2)As of December 31, 2025, the weighted average interest rate for our variable-rate debt was 5.05%, excluding estimated patronage refunds and the impact of interest rate swaps. As of December 31, 2025, the weighted average interest rate for our variable-rate debt was 5.05%, excluding estimated patronage refunds and the impact of interest rate swaps. In 2025, we entered into interest rate swaps with the risk management objective of managing exposure to interest rate volatility by converting variable rate debt obligations associated with our new $800 million term loan into fixed rate payments. The interest rate swaps provide the right to make fixed rate payments to the counterparty in exchange for variable, SOFR-based payments on a monthly settlement schedule. As of December 31, 2025, our interest rate swap agreements with an aggregate notional amount of $800 million were designated as cash flow hedging instruments of variable, SOFR-based interest payments on our $800 million term loan. No comparable activity was present as of and for the year ended December 31, 2024. WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 61 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 61 Table of Contents Table of Contents Table of Contents FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of DirectorsWeyerhaeuser Company:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of Weyerhaeuser Company and subsidiaries (the Company) as of December 31, 2025 and 2024, 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, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, 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, 2025, 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 13, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.Basis for OpinionThese 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 MatterThe 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 pensionsAs discussed in Notes 1 and 8 to the consolidated financial statements, the Company's projected benefit obligations for pension plans were $1,881 million as of December 31, 2025, which included the projected benefit obligation for the U.S. qualified pension plans. The Company estimates the liability related to their pension plans using actuarial models that include assumptions about the Company’s discount rates. We identified the evaluation of the Company’s projected benefit obligation for the U.S. qualified pension plans as a critical audit matter. This is due to the sensitivity of the obligation to changes in the discount rate used and the subjectivity in evaluating the rate. Additionally, the assessment of the discount rate required specialized actuarial skills and knowledge.The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the U.S. qualified pension obligation process. This included controls related to the actuarial determination of the discount rate used in the valuation of the projected benefit obligation for the U.S. qualified pension plans. These procedures also included analyzing year-over-year changes to the projected cash flows associated with the obligation. Additionally, we involved actuarial professionals with specialized skills and knowledge, who assisted in the evaluation of the Company’s discount rate by:•evaluating the selected yield curve used to determine the discount rate•assessing changes in the discount rate from the prior year against changes in published indices•evaluating the discount rate based on the projected cash flows compared with those of similar plans./s/ KPMG LLPWe have served as the Company’s auditor since 2002.Seattle, WashingtonFebruary 13, 2026" }, { "status": "ADDED", "current_title": "Total comprehensive income", "prior_title": null, "current_body": "$ 433 $ 287 $ 793 See accompanying Notes to Consolidated Financial Statements. Notes to Consolidated Financial Statements WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 64 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 64 Table of Contents Table of Contents Table of Contents CONSOLIDATED BALANCE SHEET DOLLAR AMOUNTS IN MILLIONS, EXCEPT PAR VALUE DECEMBER 31,2025 DECEMBER 31,2024 ASSETS Current assets: Cash and cash equivalents $ 464 $ 684 Receivables, net 303 306 Receivables for taxes 10 9 Inventories (Note 6) 593 607 Assets held for sale (Note 4) 128 — Prepaid expenses and other current assets 154 142 Total current assets 1,652 1,748 Property and equipment, net (Note 7) 2,420 2,329 Construction in progress 337 287 Timber and timberlands at cost, less depletion 11,533 11,551 Minerals and mineral rights, less depletion 177 189 Deferred tax assets (Note 18) 97 24 Other assets 397 408 Total assets $ 16,613 $ 16,536 LIABILITIES AND EQUITY Current liabilities: Current maturities of long-term debt (Notes 11 and 12) $ 522 $ 210 Accounts payable 278 255 Accrued liabilities (Note 9) 478 512 Total current liabilities 1,278 977 Long-term debt, net (Notes 11 and 12) 5,050 4,866 Deferred tax liabilities (Note 18) 18 26 Deferred pension and other post-employment benefits (Note 8) 485 596 Other liabilities 356 350 Total liabilities 7,187 6,815 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: 720,531 thousand shares at December 31, 2025 and 725,845 thousand shares at December 31, 2024 901 908 Other capital 7,390 7,500 Retained earnings 1,428 1,715 Accumulated other comprehensive loss (Note 14) (293 ) (402 ) Total equity 9,426 9,721 Total liabilities and equity $ 16,613 $ 16,536 See accompanying Notes to Consolidated Financial Statements." }, { "status": "ADDED", "current_title": "Total liabilities and equity", "prior_title": null, "current_body": "$ 16,613 $ 16,536 See accompanying Notes to Consolidated Financial Statements. Notes to Consolidated Financial Statements WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 65 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 65 Table of Contents Table of Contents Table of Contents c CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE THREE-YEAR PERIOD ENDED DECEMBER 31, 2025 DOLLAR AMOUNTS IN MILLIONS 2025 2024 2023 Cash flows from operations: Net earnings $ 324 $ 396 $ 839 Noncash charges (credits) to earnings: Depreciation, depletion and amortization 509 502 500 Basis of real estate sold 84 120 93 Deferred income taxes, net (Note 18) (114 ) (40 ) (4 ) Pension and other post-employment benefits (Note 8) 239 63 68 Share-based compensation expense (Note 15) 43 43 36 Gain on lumber mill sale (Note 20) (29 ) — — Gain on sale of timberlands (Note 4) (266 ) — (84 ) Other 7 2 (2 ) Change in: Receivables, net 14 45 4 Receivables and payables for taxes (20 ) 14 41 Inventories — (55 ) (13 ) Prepaid expenses and other current assets 11 19 (13 ) Accounts payable and accrued liabilities 11 (38 ) 35 Pension and post-employment benefit contributions and payments (Note 8) (219 ) (18 ) (20 ) Other (32 ) (45 ) (47 ) Net cash from operations 562 1,008 1,433 Cash flows from investing activities: Capital expenditures for property and equipment (423 ) (364 ) (390 ) Capital expenditures for timberlands reforestation (51 ) (52 ) (57 ) Acquisition of timberlands (Note 4) (469 ) (251 ) (233 ) Proceeds from lumber mill sale (Note 20) 61 — — Proceeds from sale of timberlands (Note 4) 405 — 166 Purchase of short-term investments — — (664 ) Maturities of short-term investments — — 664 Other 2 31 6 Net cash from investing activities (475 ) (636 ) (508 ) Cash flows from financing activities: Cash dividends on common shares (606 ) (684 ) (1,216 ) Net proceeds from issuance of long-term debt (Note 11) 1,199 — 992 Payments on long-term debt (Note 11) (712 ) — (978 ) Repurchases of common shares (Note 14) (160 ) (154 ) (131 ) Other (11 ) (14 ) (9 ) Net cash from financing activities (290 ) (852 ) (1,342 ) Net change in cash, cash equivalents and restricted cash $ (203 ) $ (480 ) $ (417 ) Cash, cash equivalents and restricted cash at beginning of year $ 684 $ 1,164 $ 1,581 Cash, cash equivalents and restricted cash at end of year $ 481 $ 684 $ 1,164 Cash paid during the year for: Interest, net of amounts capitalized of $11 in 2025, $10 in 2024 and $7 in 2023 $ 272 $ 259 $ 283 Income taxes, net of refunds $ 67 $ 60 $ 63 See accompanying Notes to Consolidated Financial Statements. c" }, { "status": "REMOVED", "current_title": null, "prior_title": "We will be affected by changes in currency exchange rates.", "prior_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": "REMOVED", "current_title": null, "prior_title": "Contribution to Earnings by Segment", "prior_body": "WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 46 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 46 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 46 Table of Contents Table of Contents Table of Contents" }, { "status": "REMOVED", "current_title": null, "prior_title": "Net Earnings", "prior_body": "Net earnings decreased $443 million — 53 percent — primarily due to the $501 million decrease in operating income discussed above. This decrease was partially offset by a $67 million decrease in income tax expense (refer to Income Taxes). Income Taxes WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 47 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 47 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 47 Table of Contents Table of Contents Table of Contents" }, { "status": "REMOVED", "current_title": null, "prior_title": "Net Contribution to Earnings", "prior_body": "Net contribution to earnings decreased $208 million — 43 percent — primarily due to the change in the components of gross margin, as discussed above, as well as an $84 million decrease in gain on sale of timberlands (refer to Note 4: Timberland Acquisitions and Divestitures). Note 4: Timberland Acquisitions and Divestitures WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 48 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 48 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 48 Table of Contents Table of Contents Table of Contents" }, { "status": "REMOVED", "current_title": null, "prior_title": "Operating Income and Net Contribution to Earnings", "prior_body": "Operating income and net contribution to earnings increased $5 million — 2 percent — primarily due to the change in the components of gross margin, as discussed above. WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 49 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 49 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 49 Table of Contents Table of Contents Table of Contents" }, { "status": "REMOVED", "current_title": null, "prior_title": "COMPARING 2024 WITH 2023", "prior_body": "Net Sales Net sales decreased $550 million — 7 percent — primarily due to a $436 million decrease in Wood Products net sales attributable to decreased sales realizations and sales volumes across most product lines, as well as a $142 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased log sales realizations and sales volumes in the Western and Southern regions." }, { "status": "REMOVED", "current_title": null, "prior_title": "COMPARING 2024 WITH 2023", "prior_body": "Net Sales Net sales decreased $550 million — 7 percent — primarily due to a $436 million decrease in Wood Products net sales attributable to decreased sales realizations and sales volumes across most product lines, as well as a $142 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased log sales realizations and sales volumes in the Western and Southern regions." }, { "status": "REMOVED", "current_title": null, "prior_title": "LONG-TERM DEBT", "prior_body": "Our consolidated long-term debt (including current portion) was:  $5,076 million as of December 31, 2024 and  $5,069 million as of December 31, 2023. The $7 million increase in our long-term debt during 2024 is attributable to amortization of debt discounts and capitalized debt expenses. The weighted average interest rate and the weighted average maturity on our long-term debt as of December 31, 2024 were 5.30 percent and 6.6 years, respectively. In January 2025, we repaid our $139 million 8.50 percent debentures at maturity. We have $71 million of 7.95 percent debentures scheduled to mature in first quarter 2025. See Note 11: Long-Term Debt, Net for more information. Note 11: Long-Term Debt, Net WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 53 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 53 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 53 Table of Contents Table of Contents Table of Contents" }, { "status": "REMOVED", "current_title": null, "prior_title": "ENVIRONMENTAL MATTERS, LEGAL PROCEEDINGS AND OTHER CONTINGENCIES", "prior_body": "See Note 13: Legal Proceedings, Commitments and Contingencies. Note 13: Legal Proceedings, Commitments and Contingencies" }, { "status": "REMOVED", "current_title": null, "prior_title": "Net cash from financing activities", "prior_body": "$ (852 ) $ (1,342 ) WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 58 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 58 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 58 Table of Contents Table of Contents Table of Contents" }, { "status": "REMOVED", "current_title": null, "prior_title": "FOR THE THREE-YEAR PERIOD ENDED DECEMBER 31, 2024", "prior_body": "DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES 2024 2023 2022" }, { "status": "REMOVED", "current_title": null, "prior_title": "Earnings before income taxes", "prior_body": "427 937 2,305 Income taxes (Note 18) (31 ) (98 ) (425 )" }, { "status": "REMOVED", "current_title": null, "prior_title": "Total comprehensive income", "prior_body": "$ 287 $ 793 $ 2,112 See accompanying Notes to Consolidated Financial Statements. Notes to Consolidated Financial Statements WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 62 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 62 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 62 Table of Contents Table of Contents Table of Contents" }, { "status": "REMOVED", "current_title": null, "prior_title": "Total liabilities and equity", "prior_body": "$ 16,536 $ 16,983 See accompanying Notes to Consolidated Financial Statements. Notes to Consolidated Financial Statements WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 63 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 63 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 63 Table of Contents Table of Contents Table of Contents c" }, { "status": "REMOVED", "current_title": null, "prior_title": "Common shares:", "prior_body": "Balance at beginning of year $ 912 $ 916 $ 934 Issued for exercise of stock options and vested units 2 1 2 Repurchases of common shares (Note 14) (6 ) (5 ) (20 )" }, { "status": "REMOVED", "current_title": null, "prior_title": "Other capital:", "prior_body": "Balance at beginning of year 7,608 7,691 8,181 Issued for exercise of stock options 4 7 15 Repurchases of common shares (Note 14) (147 ) (120 ) (530 ) Share-based compensation 43 36 33 Other transactions, net (8 ) (6 ) (8 )" }, { "status": "REMOVED", "current_title": null, "prior_title": "Retained earnings:", "prior_body": "Balance at beginning of year 2,009 2,389 2,131 Net earnings 396 839 1,880 Dividends on common shares (690 ) (1,219 ) (1,622 )" }, { "status": "REMOVED", "current_title": null, "prior_title": "Accumulated other comprehensive loss:", "prior_body": "Balance at beginning of year (293 ) (247 ) (479 ) Other comprehensive (loss) income (109 ) (46 ) 232" }, { "status": "MODIFIED", "current_title": "Our cash dividends are not guaranteed and may fluctuate.", "prior_title": "Our cash dividends are not guaranteed and may fluctuate.", "similarity_score": 0.917, "confidence": "high", "key_changes": [ "Reworded sentence: \"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.\"" ], "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.", "prior_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 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 39 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 39 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 39 Table of Contents Table of Contents Table of Contents 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": "MODIFIED", "current_title": "INVESTING IN OUR BUSINESS", "prior_title": "INVESTING IN OUR BUSINESS", "similarity_score": 0.914, "confidence": "high", "key_changes": [ "Reworded sentence: \"Cash from investing activities includes items such as:  capital expenditures for property, equipment and reforestation,  acquisitions and divestitures 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 and divestitures of timberlands,  proceeds from sales of assets and operations and  purchases and maturities of short-term investments. Consolidated net cash from investing activities was:  $(475) million in 2025 and  $(636) million in 2024.", "prior_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:  $(636) million in 2024 and  $(508) million in 2023." }, { "status": "MODIFIED", "current_title": "Significant Contractual Obligations as of December 31, 2025", "prior_title": "Significant Contractual Obligations as of December 31, 2024", "similarity_score": 0.901, "confidence": "high", "key_changes": [ "Reworded sentence: \"Significant contractual obligations as of December 31, 2025 include our long-term debt obligations and lease obligations.\"", "Reworded sentence: \"Note 11: Long-Term Debt, Net Note 12: Fair Value of Financial Instruments 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) $ 1,751 $ 274 $ 474 $ 309 $ 694 Purchase obligations(2) $ 346 $ 166 $ 132 $ 15 $ 33 Employee-related obligations(3) $ 263 $ 125 $ 19 $ 17 $ 34 (1)Amounts presented for interest payments assume that all long-term debt obligations outstanding as of December 31, 2025 will remain outstanding until maturity.\"", "Reworded sentence: \"Minimum pension funding is required by established funding standards and estimates are not made for 2027 onward.\"", "Reworded sentence: \"Minimum pension funding is required by established funding standards and estimates are not made for 2027 onward.\"" ], "current_body": "Significant contractual obligations as of December 31, 2025 include our long-term debt obligations and lease obligations. Refer to Note 11: Long-Term Debt, Net, Note 12: Fair Value of Financial Instruments and Note 16: Leases for further information. Additional significant contractual obligations are included below. Note 11: Long-Term Debt, Net Note 12: Fair Value of Financial Instruments 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) $ 1,751 $ 274 $ 474 $ 309 $ 694 Purchase obligations(2) $ 346 $ 166 $ 132 $ 15 $ 33 Employee-related obligations(3) $ 263 $ 125 $ 19 $ 17 $ 34 (1)Amounts presented for interest payments assume that all long-term debt obligations outstanding as of December 31, 2025 will remain outstanding until maturity. Interest payments related to our $800 million term loan due in 2028 are treated as fixed due to the impact of the related interest rate swap. Amounts presented for interest payments assume that all long-term debt obligations outstanding as of December 31, 2025 will remain outstanding until maturity. Interest payments related to our $800 million term loan due in 2028 are treated as fixed due to the impact of the related interest rate swap. (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 2027 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 2027 onward. Estimated payments of contractually obligated post-employment benefits are not included due to the uncertainty of payment timing.", "prior_body": "Significant contractual obligations as of December 31, 2024 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) $ 1,703 $ 264 $ 431 $ 337 $ 671 Purchase obligations(2) $ 624 $ 219 $ 272 $ 70 $ 63 Employee-related obligations(3) $ 263 $ 114 $ 20 $ 17 $ 40 (1)Amounts presented for interest payments assume that all long-term debt obligations outstanding as of December 31, 2024 will remain outstanding until maturity. Amounts presented for interest payments assume that all long-term debt obligations outstanding as of December 31, 2024 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 2026 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 2026 onward. Estimated payments of contractually obligated post-employment benefits are not included due to the uncertainty of payment timing." }, { "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": 0.888, "confidence": "high", "key_changes": [ "Reworded sentence: \"DOLLAR AMOUNTS IN MILLIONS AMOUNT OF CHANGE 2025 vs.\"" ], "current_body": "DOLLAR AMOUNTS IN MILLIONS AMOUNT OF CHANGE 2025 vs. 2025 2024 2024 Net sales to unaffiliated buyers: Real estate $ 330 $ 280 $ 50 Energy and natural resources 124 111 13", "prior_body": "DOLLAR AMOUNTS IN MILLIONS AMOUNT OF CHANGE 2024 vs. 2024 2023 2023 Net sales to unaffiliated buyers: Real estate $ 280 $ 237 $ 43 Energy and natural resources 111 126 (15 )" }, { "status": "MODIFIED", "current_title": "LIQUIDITY AND CAPITAL RESOURCES", "prior_title": "LIQUIDITY AND CAPITAL RESOURCES", "similarity_score": 0.883, "confidence": "high", "key_changes": [ "Reworded sentence: \"As of December 31, 2025, we had $464 million in cash and cash equivalents, $1.75 billion of availability on our line of credit, which expires in June 2030, and $1.75 billion of availability on our commercial paper program.\"" ], "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, 2025, we had $464 million in cash and cash equivalents, $1.75 billion of availability on our line of credit, which expires in June 2030, and $1.75 billion of availability on our commercial paper program. We believe we have sufficient liquidity to meet our cash requirements for the foreseeable future.", "prior_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, 2024, we had $684 million in cash and cash equivalents and $1.5 billion of availability on our line of credit, which expires in March 2028. We believe we have sufficient liquidity to meet our cash requirements for the foreseeable future." }, { "status": "MODIFIED", "current_title": "Net Earnings and Net Earnings per Diluted Share Before Special Items (Income Tax Affected)", "prior_title": "Net Earnings and Net Earnings per Diluted Share Before Special Items (Income Tax Affected)", "similarity_score": 0.883, "confidence": "high", "key_changes": [ "Reworded sentence: \"WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 58 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 58 Table of Contents Table of Contents Table of Contents The table below reconciles net earnings before special items to net earnings: DOLLAR AMOUNTS IN MILLIONS 2025 2024 Net earnings $ 324 $ 396 Environmental remediation charge 14 — Gain on sale of lumber mill (21 ) — Gain on sale of timberlands (266 ) — Insurance recovery (19 ) — Pension settlement charge 111 — Product remediation recovery — (19 ) Restructuring, impairments and other charges — 7 Net earnings before special items $ 143 $ 384 The table below reconciles net earnings per diluted share before special items to net earnings per diluted share: AMOUNTS PER SHARE 2025 2024 Net earnings per diluted share $ 0.45 $ 0.54 Environmental remediation charge 0.02 — Gain on sale of lumber mill (0.03 ) — Gain on sale of timberlands (0.36 ) — Insurance recovery (0.03 ) — Pension settlement charge 0.15 — Product remediation recovery — (0.02 ) Restructuring, impairments and other charges — 0.01 Net earnings per diluted share before special items $ 0.20 $ 0.53 The table below reconciles net earnings before special items to net earnings: DOLLAR AMOUNTS IN MILLIONS 2025 2024\"" ], "current_body": "We reconcile net earnings before special items to net earnings and net earnings per diluted share before special items to net earnings per diluted share, as those are the most directly comparable U.S. GAAP measures. We believe the measures provide meaningful supplemental information for investors about our operating performance, better facilitate period to period comparisons, and are widely used by analysts, lenders, rating agencies and other interested parties. WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 58 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 58 Table of Contents Table of Contents Table of Contents The table below reconciles net earnings before special items to net earnings: DOLLAR AMOUNTS IN MILLIONS 2025 2024 Net earnings $ 324 $ 396 Environmental remediation charge 14 — Gain on sale of lumber mill (21 ) — Gain on sale of timberlands (266 ) — Insurance recovery (19 ) — Pension settlement charge 111 — Product remediation recovery — (19 ) Restructuring, impairments and other charges — 7 Net earnings before special items $ 143 $ 384 The table below reconciles net earnings per diluted share before special items to net earnings per diluted share: AMOUNTS PER SHARE 2025 2024 Net earnings per diluted share $ 0.45 $ 0.54 Environmental remediation charge 0.02 — Gain on sale of lumber mill (0.03 ) — Gain on sale of timberlands (0.36 ) — Insurance recovery (0.03 ) — Pension settlement charge 0.15 — Product remediation recovery — (0.02 ) Restructuring, impairments and other charges — 0.01 Net earnings per diluted share before special items $ 0.20 $ 0.53 The table below reconciles net earnings before special items to net earnings: DOLLAR AMOUNTS IN MILLIONS 2025 2024", "prior_body": "We reconcile net earnings before special items to net earnings and net earnings per diluted share before special items to net earnings per diluted share, as those are the most directly comparable U.S. GAAP measures. We believe the measures provide meaningful supplemental information for investors about our operating performance, better facilitate period to period comparisons, and are widely used by analysts, lenders, rating agencies and other interested parties. The table below reconciles net earnings before special items to net earnings: DOLLAR AMOUNTS IN MILLIONS 2024 2023" }, { "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": 0.88, "confidence": "high", "key_changes": [ "Reworded sentence: \"Our strategic initiatives are designed to improve our results of operations and drive long-term shareholder value, and our financial plans contemplate a combination of important strategic growth initiatives across segments.\"", "Reworded sentence: \"These include but are not limited to our ability to timely complete construction of the facility, our ability to procure necessary government licenses, approvals and permits, our receipt of certain tax abatement and related financial incentives from state and local governments and the performance of vendors and contractors.\"" ], "current_body": "Our strategic initiatives are designed to improve our results of operations and drive long-term shareholder value, and our financial plans contemplate a combination of important strategic growth initiatives across segments. These initiatives include, among others, optimizing cash flow through operational excellence and opportunistic acquisitions and divestitures, expanding capacity and distribution for our timber and wood products, reducing costs to achieve industry-leading cost structure, innovating in higher-margin products and pursuing opportunities in new and emerging markets. For example, through our Timberlands business we are pursuing opportunities to expand exports in Asia, Europe, the Middle East and Africa, and through our Real Estate, Energy & Natural Resources business we are pursuing opportunities to participate in new and emerging markets for forest carbon credits, renewable energy, carbon storage and biocarbon. In our Wood Products segment, we are making strategic capital investments in our Lumber business, expanding the footprint of our Distribution business and investing resources in new product development. The success of these endeavors is subject to many known and unknown risks. Known risks include but are not limited to market acceptance or changes in demand for our products and services as these markets evolve over time. Domestic and foreign political and regulatory developments could also make these business opportunities less profitable or even impossible to pursue. We are also investing significant capital resources in constructing a new TimberStrand® manufacturing facility, and our ability to realize our projected financial and other benefits of the project is also subject to many known and unknown risks. These include but are not limited to our ability to timely complete construction of the facility, our ability to procure necessary government licenses, approvals and permits, our receipt of certain tax abatement and related financial incentives from state and local governments and the performance of vendors and contractors. There can be no assurance that we will be able to successfully implement any one or more of our important strategic growth initiatives in accordance with our expectations or that our initiatives, even if implemented, will lead to successful achievement of our objectives. If we are not able to successfully implement our initiatives, our business and financial results could be adversely affected.", "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 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 or changes in demand for our natural climate solutions products and services as these new markets evolve over time. Political and regulatory developments could also make these business opportunities less profitable or even impossible to pursue. We are also investing significant capital resources in constructing a new TimberStrand® manufacturing facility, and our ability to realize our projected financial and other benefits of the project is also subject to many known and unknown risks. These include but are not limited to our ability to timely commence or complete construction of the facility, our ability to procure necessary government licenses, approvals and permits, our receipt of certain tax abatement and related financial incentives from state and local governments and the performance of vendors and contractors. 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": "CYBERSECURITY INCIDENT RESPONSE PROCESS", "prior_title": "CYBERSECURITY INCIDENT RESPONSE PROCESS", "similarity_score": 0.879, "confidence": "high", "key_changes": [ "Reworded sentence: \"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.\"", "Removed sentence: \"RISK MITIGATIONWe also manage cybersecurity risk by limiting our threat landscape.\"", "Removed sentence: \"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.\"", "Removed sentence: \"Moreover, our businesses do not involve or represent national infrastructure, the likes of which are common targets of cyber attackers (e.g., energy, oil and gas, transportation, communications and banking and financial systems).\"", "Removed sentence: \"We recognize that cyber threats are a permanent part of the risk landscape and that new threats are constantly evolving.\"" ], "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. 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. 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. BOARD OVERSIGHT OF CYBERSECURITY RISKMembers 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.", "prior_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 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 Our response plan ensures that our Cyber Incident Response Team, which includes our WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 41 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 41 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 41 Table of Contents Table of Contents Table of Contents 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.BOARD OVERSIGHT OF CYBER RISKMembers 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. RISK MITIGATIONWe 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 and gas, transportation, communications and banking and financial systems). 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 during the three-year period ended December 31, 2024 and to date these risks have not materialized into any incident or series of incidents that have materially affected, or are reasonably likely to materially affect the company, its business strategy, results of operations or financial condition or otherwise caused material harm to the company, we have, on occasion, experienced cybersecurity threats to our data and information systems, including phishing attacks. Over this same time period, certain of our vendors and service providers have notified us of cybersecurity incidents involving their own systems and these cybersecurity incidents, likewise, have not materially affected us, our business strategy, results of operations or financial condition or otherwise caused material harm to the company. To date, we have incurred no expenses for penalties or settlements with a third party relating to any cybersecurity incidents. For more information about the cybersecurity risks we face, see the risk factor entitled \"Information Systems and Cybersecurity\" in Item 1A Risk Factors. 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. 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. 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. 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. BOARD OVERSIGHT OF CYBER RISKMembers 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": "MODIFIED", "current_title": "Intersegment Sales", "prior_title": "Intersegment Sales", "similarity_score": 0.877, "confidence": "high", "key_changes": [ "Reworded sentence: \"Intersegment sales increased $38 million — 7 percent — primarily due to a 3 percent increase in sales realizations, as well as a 3 percent increase in sales volumes.\"" ], "current_body": "Intersegment sales increased $38 million — 7 percent — primarily due to a 3 percent increase in sales realizations, as well as a 3 percent increase in sales volumes.", "prior_body": "Intersegment sales decreased $18 million — 3 percent — primarily due to a 6 percent decrease in sales realizations, partially offset by a 3 percent increase in sales volumes." }, { "status": "MODIFIED", "current_title": "Summary of Capital Spending by Business Segment", "prior_title": "Summary of Capital Spending by Business Segment", "similarity_score": 0.869, "confidence": "high", "key_changes": [ "Reworded sentence: \"DOLLAR AMOUNTS IN MILLIONS 2025 2024 Timberlands $ 120 $ 105 Wood Products 353 294 Unallocated Items 1 17 Total $ 474 $ 416 During fourth quarter 2024, we announced our plan to invest approximately $500 million to build a new TimberStrand® facility in Monticello, Arkansas.\"", "Reworded sentence: \"Construction began in 2025, with the goal of starting operations in 2027.\"", "Reworded sentence: \"In 2025, we had $109 million in capital expenditures related to the construction of this facility.\"", "Reworded sentence: \"Consolidated net cash from financing activities was:  $(290) million in 2025 and  $(852) million in 2024.\"" ], "current_body": "DOLLAR AMOUNTS IN MILLIONS 2025 2024 Timberlands $ 120 $ 105 Wood Products 353 294 Unallocated Items 1 17 Total $ 474 $ 416 During fourth quarter 2024, we announced our plan to invest approximately $500 million to build a new TimberStrand® facility in Monticello, Arkansas. This capital outlay may be sourced from cash on hand or through future financing, as deemed appropriate. Construction began in 2025, with the goal of starting operations in 2027. Once completed, the new facility will increase our engineered wood products capacity by approximately 10 million cubic feet. In 2025, we had $109 million in capital expenditures related to the construction of this facility. We expect our capital expenditures for 2026 to be approximately $400-$450 million, excluding approximately $300 million of investment in our Monticello engineered wood products facility. We exclude this investment for purposes of calculating our annual Adjusted Funds Available for Distribution (Adjusted FAD), as used in our flexible cash return framework. 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 and  payments for cash dividends and repurchasing stock. Consolidated net cash from financing activities was:  $(290) million in 2025 and  $(852) million in 2024.", "prior_body": "DOLLAR AMOUNTS IN MILLIONS 2024 2023 Timberlands $ 105 $ 111 Wood Products 294 323 Unallocated Items 17 13 Total $ 416 $ 447 During fourth quarter 2024, we announced our plan to invest approximately $500 million to build a new TimberStrand® facility in Monticello, Arkansas. This capital outlay may be sourced from cash on hand or through future financing, as deemed appropriate. Construction is expected to start in 2025, with the goal of starting operations in 2027. Once completed, the new facility will increase our engineered wood products capacity by approximately 10 million cubic feet. We expect our capital expenditures for 2025 to be approximately $440 million, excluding the investment in our Monticello engineered wood products facility. We plan to exclude the investment for purposes of calculating our annual Adjusted Funds Available for Distribution (Adjusted FAD), as used in our flexible cash return framework. 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 and  payments for cash dividends and repurchasing stock. Consolidated net cash from financing activities was:  $(852) million in 2024 and  $(1,342) million in 2023." }, { "status": "MODIFIED", "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", "similarity_score": 0.866, "confidence": "high", "key_changes": [ "Reworded sentence: \"As of December 31, 2025, there were 10,555 holders of record of our common shares.\"" ], "current_body": "Our common stock trades on the New York Stock Exchange under the symbol WY. As of December 31, 2025, there were 10,555 holders of record of our common shares.", "prior_body": "Our common stock trades on the New York Stock Exchange under the symbol WY. As of December 31, 2024, there were 11,110 holders of record of our common shares. WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 42 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 42 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 42 Table of Contents Table of Contents Table of Contents" }, { "status": "MODIFIED", "current_title": "COMPARING 2025 WITH 2024", "prior_title": "COMPARING 2024 WITH 2023", "similarity_score": 0.862, "confidence": "high", "key_changes": [ "Reworded sentence: \"Net Sales Net sales decreased $264 million — 5 percent — primarily due to:  a $217 million decrease in oriented strand board sales attributable to a 25 percent decrease in sales realizations, partially offset by a 4 percent increase in sales volumes;  a $59 million decrease in engineered solid section sales attributable to a 7 percent decrease in sales realizations and a 1 percent decrease in sales volumes;  a $50 million decrease in complementary building products sales attributable to a decrease in sales volumes across most products;  a $47 million decrease in engineered I-joist sales attributable to a 7 percent decrease in sales realizations and a 5 percent decrease in sales volumes;  a $24 million decrease in medium density fiberboard sales attributable to a 14 percent decrease in sales volumes and a 1 percent decrease in sales realizations and  a $3 million decrease in softwood plywood sales attributable to a 7 percent decrease in sales realizations, partially offset by a 5 percent increase in sales volumes.\"" ], "current_body": "Net Sales Net sales decreased $219 million — 3 percent — primarily due to a $264 million decrease in Wood Products net sales attributable to decreased sales realizations across most product lines, as well as an $18 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased log sales realizations and volumes in the Western region. These decreases were partially offset by a $63 million increase in Real Estate, Energy and Natural Resources net sales attributable to an increase in average price per acre sold.", "prior_body": "Net Sales Net sales decreased $550 million — 7 percent — primarily due to a $436 million decrease in Wood Products net sales attributable to decreased sales realizations and sales volumes across most product lines, as well as a $142 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased log sales realizations and sales volumes in the Western and Southern regions." }, { "status": "MODIFIED", "current_title": "CASH FROM OPERATIONS", "prior_title": "CASH FROM OPERATIONS", "similarity_score": 0.858, "confidence": "high", "key_changes": [ "Reworded sentence: \"Consolidated net cash from operations was:  $562 million in 2025 and  $1,008 million in 2024.\"" ], "current_body": "Consolidated net cash from operations was:  $562 million in 2025 and  $1,008 million in 2024.", "prior_body": "Consolidated net cash from operations was:  $1,008 million in 2024 and  $1,433 million in 2023." }, { "status": "MODIFIED", "current_title": "RISK MITIGATION", "prior_title": "RISK MITIGATION", "similarity_score": 0.852, "confidence": "high", "key_changes": [ "Reworded sentence: \"Although during the three-year period ended December 31, 2025 and to date these risks have not materialized into any incident or series of incidents that have materially affected, or are reasonably likely to materially affect the company, its business strategy, results of operations or financial condition or otherwise caused material harm to the company, we have, on occasion, experienced cybersecurity threats to our data and information systems, including phishing attacks.\"", "Reworded sentence: \"To date, we have incurred no expenses for penalties or settlements with a Although during the three-year period ended December 31, 2025 and to date these risks have not materialized i nto any incident or series of incidents that have materially affected, or are reasonably likely to materially affect the company have materially affected, or are reasonably likely to materially affect the company , its business strategy, results of operations or financial condition or otherwise caused material harm to the company WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 42 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 42 Table of Contents Table of Contents Table of Contents third party relating to any cybersecurity incidents.\"", "Reworded sentence: \"third party relating to any cybersecurity incidents.\"" ], "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 and gas, transportation, communications and banking and financial systems). 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 during the three-year period ended December 31, 2025 and to date these risks have not materialized into any incident or series of incidents that have materially affected, or are reasonably likely to materially affect the company, its business strategy, results of operations or financial condition or otherwise caused material harm to the company, we have, on occasion, experienced cybersecurity threats to our data and information systems, including phishing attacks. Over this same time period, certain of our vendors and service providers have notified us of cybersecurity incidents involving their own systems and these cybersecurity incidents, likewise, have not materially affected us, our business strategy, results of operations or financial condition or otherwise caused material harm to the company. To date, we have incurred no expenses for penalties or settlements with a Although during the three-year period ended December 31, 2025 and to date these risks have not materialized i nto any incident or series of incidents that have materially affected, or are reasonably likely to materially affect the company have materially affected, or are reasonably likely to materially affect the company , its business strategy, results of operations or financial condition or otherwise caused material harm to the company WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 42 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 42 Table of Contents Table of Contents Table of Contents third party relating to any cybersecurity incidents. For more information about the cybersecurity risks we face, see the risk factor entitled \"Information Systems and Cybersecurity\" in Item 1A Risk Factors.PROPERTIESDetails about our facilities, production capacities and locations are found in the Our Business — What We Do section of this report.  For details about our Timberlands properties, go to 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.  For details about our Wood Products properties, go to Our Business/What We Do/Wood Products/Where We Do It. LEGAL PROCEEDINGSRefer 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.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESOur common stock trades on the New York Stock Exchange under the symbol WY.As of December 31, 2025, there were 10,555 holders of record of our common shares.INFORMATION ABOUT COMMON SHARE REPURCHASESThe following table provides information with respect to purchases of common shares made by the company during fourth quarter 2025: 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 2025 PURCHASED PER SHARE PROGRAMS PROGRAMS October 1 - October 31 — $ — — $ 948,405,098 November 1 - November 30 — $ — — $ 948,405,098 December 1 - December 31 427,576 $ 23.39 427,576 $ 938,405,144 Total 427,576 $ 23.39 427,576 During second quarter 2025, we completed the $1 billion purchase authorization under the share repurchase program approved by the board inSeptember 2021 (the 2021 Repurchase Program). On May 8, 2025, we announced the board approved a new share repurchase program (the 2025 Repurchase Program) under which we are authorized to repurchase up to $1 billion of outstanding shares. Concurrently, the board terminated the completed purchase authorization under the 2021 Repurchase Program.During fourth quarter 2025, we repurchased 427,576 common shares for approximately $10 million (including transaction fees) under the 2025 Repurchase Program in open-market transactions. Transaction fees incurred for repurchases are not counted as use of funds authorized for repurchase under the 2025 Repurchase Program. As of December 31, 2025, we had remaining authorization of $938 million for future share repurchases. third party relating to any cybersecurity incidents. For more information about the cybersecurity risks we face, see the risk factor entitled \"Information Systems and Cybersecurity\" in Item 1A Risk Factors. third party relating to any cybersecurity incidents. 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  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": "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 and gas, transportation, communications and banking and financial systems). 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 during the three-year period ended December 31, 2024 and to date these risks have not materialized into any incident or series of incidents that have materially affected, or are reasonably likely to materially affect the company, its business strategy, results of operations or financial condition or otherwise caused material harm to the company, we have, on occasion, experienced cybersecurity threats to our data and information systems, including phishing attacks. Over this same time period, certain of our vendors and service providers have notified us of cybersecurity incidents involving their own systems and these cybersecurity incidents, likewise, have not materially affected us, our business strategy, results of operations or financial condition or otherwise caused material harm to the company. To date, we have incurred no expenses for penalties or settlements with a third party relating to any cybersecurity incidents. For more information about the cybersecurity risks we face, see the risk factor entitled \"Information Systems and Cybersecurity\" in Item 1A Risk Factors. Although during the three-year period ended December 31, 2024 and to date these risks have not materialized into any incident or series of incidents that have materially affected, or are reasonably likely to materially affect the company have materially affected, or are reasonably likely to materially affect the company , its business strategy, results of operations or financial condition or otherwise caused material harm to the company 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  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": "Subtotal net sales to unaffiliated customers", "prior_title": "Subtotal net sales to unaffiliated customers", "similarity_score": 0.852, "confidence": "high", "key_changes": [ "Reworded sentence: \"1,494 1,512 (18 ) Intersegment net sales 592 554 38\"" ], "current_body": "1,494 1,512 (18 ) Intersegment net sales 592 554 38", "prior_body": "1,512 1,654 (142 ) Intersegment net sales 554 572 (18 )" }, { "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: \"$ (203 ) $ (480 ) $ (417 ) Cash, cash equivalents and restricted cash at beginning of year $ 684 $ 1,164 $ 1,581 Cash, cash equivalents and restricted cash at end of year $ 481 $ 684 $ 1,164 Cash paid during the year for: Interest, net of amounts capitalized of $11 in 2025, $10 in 2024 and $7 in 2023 $ 272 $ 259 $ 283 Income taxes, net of refunds $ 67 $ 60 $ 63 See accompanying Notes to Consolidated Financial Statements.\"" ], "current_body": "$ (203 ) $ (480 ) $ (417 ) Cash, cash equivalents and restricted cash at beginning of year $ 684 $ 1,164 $ 1,581 Cash, cash equivalents and restricted cash at end of year $ 481 $ 684 $ 1,164 Cash paid during the year for: Interest, net of amounts capitalized of $11 in 2025, $10 in 2024 and $7 in 2023 $ 272 $ 259 $ 283 Income taxes, net of refunds $ 67 $ 60 $ 63 See accompanying Notes to Consolidated Financial Statements. Notes to Consolidated Financial Statements", "prior_body": "$ (480 ) $ (417 ) $ (418 ) Cash, cash equivalents and restricted cash at beginning of year $ 1,164 $ 1,581 $ 1,999 Cash, cash equivalents and restricted cash at end of year $ 684 $ 1,164 $ 1,581 Cash paid during the year for: Interest, net of amounts capitalized of $10 in 2024, $7 in 2023 and $6 in 2022 $ 259 $ 283 $ 283 Income taxes, net of refunds $ 60 $ 63 $ 566 See accompanying Notes to Consolidated Financial Statements. Notes to Consolidated Financial Statements WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 64 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 64 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 64 Table of Contents Table of Contents Table of Contents" }, { "status": "MODIFIED", "current_title": "Total liabilities", "prior_title": "Total liabilities", "similarity_score": 0.85, "confidence": "high", "key_changes": [ "Reworded sentence: \"7,187 6,815 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: 720,531 thousand shares at December 31, 2025 and 725,845 thousand shares at December 31, 2024 901 908 Other capital 7,390 7,500 Retained earnings 1,428 1,715 Accumulated other comprehensive loss (Note 14) (293 ) (402 )\"" ], "current_body": "7,187 6,815 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: 720,531 thousand shares at December 31, 2025 and 725,845 thousand shares at December 31, 2024 901 908 Other capital 7,390 7,500 Retained earnings 1,428 1,715 Accumulated other comprehensive loss (Note 14) (293 ) (402 )", "prior_body": "6,815 6,747 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: 725,845 thousand shares at December 31, 2024 and 729,753 thousand shares at December 31, 2023 908 912 Other capital 7,500 7,608 Retained earnings 1,715 2,009 Accumulated other comprehensive loss (Note 14) (402 ) (293 )" }, { "status": "MODIFIED", "current_title": "Costs of Sales", "prior_title": "Costs of Sales", "similarity_score": 0.845, "confidence": "high", "key_changes": [ "Reworded sentence: \"Costs of sales decreased $22 million — 1 percent — primarily due to decreased Western sales volumes, partially offset by increased Southern sales volumes.\"" ], "current_body": "Costs of sales increased $69 million — 1 percent — primarily due to increased sales volumes for structural lumber, oriented strand board and softwood plywood within our Wood Products segment, partially offset by a decrease in acres sold in our Real Estate, Energy and Natural Resources segment and decreased Western sales volumes in our Timberlands segment.", "prior_body": "Costs of sales decreased $181 million — 3 percent — primarily due to decreased sales volumes across most product lines in Wood Products, as well as decreased sales volumes in our Timberlands segment, partially offset by an increase in acres sold in our Real Estate, Energy and Natural Resources segment." }, { "status": "MODIFIED", "current_title": "Net Charge to Earnings for Unallocated Items", "prior_title": "Net Charge to Earnings for Unallocated Items", "similarity_score": 0.844, "confidence": "high", "key_changes": [ "Reworded sentence: \"DOLLAR AMOUNTS IN MILLIONS AMOUNT OF CHANGE 2025 vs.\"" ], "current_body": "DOLLAR AMOUNTS IN MILLIONS AMOUNT OF CHANGE 2025 vs. 2025 2024 2024 Unallocated corporate function and variable compensation expense $ (166 ) $ (154 ) $ (12 ) Liability classified share-based compensation 1 2 (1 ) Foreign exchange gain 1 1 — Elimination of intersegment profit in inventory and LIFO 11 4 7 Other, net (72 ) (120 ) 48", "prior_body": "DOLLAR AMOUNTS IN MILLIONS AMOUNT OF CHANGE 2024 vs. 2024 2023 2023 Unallocated corporate function and variable compensation expense $ (154 ) $ (127 ) $ (27 ) Liability classified share-based compensation 2 (2 ) 4 Foreign exchange gain 1 1 — Elimination of intersegment profit in inventory and LIFO 4 11 (7 ) Other (120 ) (105 ) (15 )" }, { "status": "MODIFIED", "current_title": "LIABILITIES AND EQUITY", "prior_title": "LIABILITIES AND EQUITY", "similarity_score": 0.844, "confidence": "high", "key_changes": [ "Reworded sentence: \"Current liabilities: Current maturities of long-term debt (Notes 11 and 12) $ 522 $ 210 Accounts payable 278 255 Accrued liabilities (Note 9) 478 512\"" ], "current_body": "Current liabilities: Current maturities of long-term debt (Notes 11 and 12) $ 522 $ 210 Accounts payable 278 255 Accrued liabilities (Note 9) 478 512", "prior_body": "Current liabilities: Current maturities of long-term debt (Notes 11 and 12) $ 210 $ — Accounts payable 255 287 Accrued liabilities (Note 9) 512 501" }, { "status": "MODIFIED", "current_title": "Net Sales — Unaffiliated Customers", "prior_title": "Net Sales — Unaffiliated Customers", "similarity_score": 0.84, "confidence": "high", "key_changes": [ "Reworded sentence: \"Net sales to unaffiliated customers decreased $18 million — 1 percent — primarily due to a $48 million decrease in Western log sales attributable to a 4 percent decrease in sales volumes and a 3 percent decrease in sales realizations.\"" ], "current_body": "Net sales to unaffiliated customers decreased $18 million — 1 percent — primarily due to a $48 million decrease in Western log sales attributable to a 4 percent decrease in sales volumes and a 3 percent decrease in sales realizations. This decrease was partially offset by a $10 million increase in Southern log sales attributable to a 1 percent increase in sales volumes, as well as a $9 million increase in stumpage and pay-as-cut timber sales attributable to increased sales realizations and sales volumes.", "prior_body": "Net sales to unaffiliated customers decreased $142 million — 9 percent — primarily due to a $101 million decrease in Western log sales attributable to a 7 percent decrease in sales realizations and a 6 percent decrease in sales volumes, as well as a $40 million decrease in Southern log sales primarily attributable to a 5 percent decrease in sales volumes." }, { "status": "MODIFIED", "current_title": "Cash flows from investing activities:", "prior_title": "Cash flows from investing activities:", "similarity_score": 0.833, "confidence": "high", "key_changes": [ "Reworded sentence: \"Capital expenditures for property and equipment (423 ) (364 ) (390 ) Capital expenditures for timberlands reforestation (51 ) (52 ) (57 ) Acquisition of timberlands (Note 4) (469 ) (251 ) (233 ) Proceeds from lumber mill sale (Note 20) 61 — — Proceeds from sale of timberlands (Note 4) 405 — 166 Purchase of short-term investments — — (664 ) Maturities of short-term investments — — 664 Other 2 31 6\"" ], "current_body": "Capital expenditures for property and equipment (423 ) (364 ) (390 ) Capital expenditures for timberlands reforestation (51 ) (52 ) (57 ) Acquisition of timberlands (Note 4) (469 ) (251 ) (233 ) Proceeds from lumber mill sale (Note 20) 61 — — Proceeds from sale of timberlands (Note 4) 405 — 166 Purchase of short-term investments — — (664 ) Maturities of short-term investments — — 664 Other 2 31 6", "prior_body": "Capital expenditures for property and equipment (364 ) (390 ) (415 ) Capital expenditures for timberlands reforestation (52 ) (57 ) (53 ) Acquisition of timberlands (Note 4) (251 ) (233 ) (295 ) Proceeds from sale of timberlands (Note 4) — 166 — Purchase of short-term investments — (664 ) — Maturities of short-term investments — 664 — Other 31 6 4" }, { "status": "MODIFIED", "current_title": "OUR CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS", "prior_title": "OUR CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS", "similarity_score": 0.83, "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 and Commercial Paper Program, Note 11: Long-Term Debt, Net, Note 12: Fair Value of Financial Instruments, Note 13: Legal Proceedings, Commitments and Contingencies, Note 16: Leases and Note 18: 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 and Commercial Paper Program, Note 11: Long-Term Debt, Net, Note 12: Fair Value of Financial Instruments, Note 13: Legal Proceedings, Commitments and Contingencies, Note 16: Leases and Note 18: Income Taxes. Note 8: Pension and Other Post-Employment Benefit Plans Note 10: Line of Credit and Commercial Paper Program Note 11: Long-Term Debt, Net Note 12: Fair Value of Financial Instruments Note 13: Legal Proceedings, Commitments and Contingencies Note 16: Leases Note 18: Income Taxes", "prior_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 18: 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 18: Income Taxes WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 54 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 54 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 54 Table of Contents Table of Contents Table of Contents" }, { "status": "MODIFIED", "current_title": "FOR THE THREE-YEAR PERIOD ENDED DECEMBER 31, 2025", "prior_title": "FOR THE THREE-YEAR PERIOD ENDED DECEMBER 31, 2024", "similarity_score": 0.817, "confidence": "high", "key_changes": [ "Reworded sentence: \"DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES 2025 2024 2023\"" ], "current_body": "DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES 2025 2024 2023", "prior_body": "DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES 2024 2023 2022" }, { "status": "MODIFIED", "current_title": "Cash flows from financing activities:", "prior_title": "Cash flows from financing activities:", "similarity_score": 0.801, "confidence": "high", "key_changes": [ "Reworded sentence: \"Cash dividends on common shares (606 ) (684 ) (1,216 ) Net proceeds from issuance of long-term debt (Note 11) 1,199 — 992 Payments on long-term debt (Note 11) (712 ) — (978 ) Repurchases of common shares (Note 14) (160 ) (154 ) (131 ) Other (11 ) (14 ) (9 )\"" ], "current_body": "Cash dividends on common shares (606 ) (684 ) (1,216 ) Net proceeds from issuance of long-term debt (Note 11) 1,199 — 992 Payments on long-term debt (Note 11) (712 ) — (978 ) Repurchases of common shares (Note 14) (160 ) (154 ) (131 ) Other (11 ) (14 ) (9 )", "prior_body": "Cash dividends on common shares (684 ) (1,216 ) (1,617 ) Net proceeds from issuance of long-term debt (Note 11) — 992 881 Payments on long-term debt (Note 11) — (978 ) (1,203 ) Repurchases of common shares (Note 14) (154 ) (131 ) (543 ) Other (14 ) (9 ) (9 )" }, { "status": "MODIFIED", "current_title": "Costs of Sales", "prior_title": "Costs of Sales", "similarity_score": 0.796, "confidence": "high", "key_changes": [ "Reworded sentence: \"Costs of sales decreased $35 million — 23 percent — primarily due to a decrease in acres sold.\"" ], "current_body": "Costs of sales increased $69 million — 1 percent — primarily due to increased sales volumes for structural lumber, oriented strand board and softwood plywood within our Wood Products segment, partially offset by a decrease in acres sold in our Real Estate, Energy and Natural Resources segment and decreased Western sales volumes in our Timberlands segment.", "prior_body": "Costs of sales decreased $181 million — 3 percent — primarily due to decreased sales volumes across most product lines in Wood Products, as well as decreased sales volumes in our Timberlands segment, partially offset by an increase in acres sold in our Real Estate, Energy and Natural Resources segment." }, { "status": "MODIFIED", "current_title": "Adjusted EBITDA", "prior_title": "Adjusted EBITDA", "similarity_score": 0.796, "confidence": "high", "key_changes": [ "Removed sentence: \"WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 56 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 56 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 56 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, 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": "$ 581 $ 411 $ 250 $ (221 ) $ 1,021 (1)Non-operating pension and other post-employment benefit costs includes a pretax special item consisting of a $145 million noncash settlement charge related to the transfer of pension plan assets and liabilities to an insurance company through the purchase of agroup annuity contract. Non-operating pension and other post-employment benefit costs includes a pretax special item consisting of a $145 million noncash settlement charge related to the transfer of pension plan assets and liabilities to an insurance company through the purchase of agroup annuity contract. (2)Operating income (loss) for Timberlands includes pretax special items consisting of a $117 million gain on the sale of Georgia and Alabama timberlands and a $149 million gain on the sale of Oregon timberlands. Operating income (loss) for Timberlands includes pretax special items consisting of a $117 million gain on the sale of Georgia and Alabama timberlands and a $149 million gain on the sale of Oregon timberlands. (3)Operating income (loss) for Wood Products includes a pretax special item consisting of a $29 million gain on the sale of our Princeton lumber mill. Operating income (loss) for Wood Products includes a pretax special item consisting of a $29 million gain on the sale of our Princeton lumber mill. (4)Operating income (loss) for Unallocated Items includes pretax special items consisting of an $18 million noncash environmental remediation charge and a $26 million insurance recovery. Operating income (loss) for Unallocated Items includes pretax special items consisting of an $18 million noncash environmental remediation charge and a $26 million insurance recovery. The table below reconciles Adjusted EBITDA by segment to net earnings for the year ended December 31, 2024: DOLLAR AMOUNTS IN MILLIONS REAL ESTATE WOOD UNALLOCATED TIMBERLANDS & ENR PRODUCTS ITEMS TOTAL Net earnings $ 396 Interest expense, net of capitalized interest 269 Income taxes 31", "prior_body": "$ 539 $ 349 $ 661 $ (257 ) $ 1,292 (1)Operating income (loss) for Wood Products includes pretax special items consisting of a $25 million product remediation recovery and a $10 million noncash impairment charge related to the indefinite curtailment of our New Bern lumber mill. Operating income (loss) for Wood Products includes pretax special items consisting of a $25 million product remediation recovery and a $10 million noncash impairment charge related to the indefinite curtailment of our New Bern lumber mill. WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 56 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 56 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 56 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, 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" }, { "status": "MODIFIED", "current_title": "UNRESOLVED STAFF COMMENTS", "prior_title": "UNRESOLVED STAFF COMMENTS", "similarity_score": 0.783, "confidence": "high", "key_changes": [ "Reworded sentence: \"WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 41 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 41 Table of Contents Table of Contents Table of Contents CYBERSECURITYRISK MANAGEMENTOur 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.\"", "Reworded sentence: \" A third-party cybersecurity risk management process for service providers and vendors who access our systems.\"", "Reworded sentence: \"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.BOARD OVERSIGHT OF CYBERSECURITY RISKMembers 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).\"" ], "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 > 2025 ANNUAL REPORT AND FORM 10-K 41 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 41 Table of Contents Table of Contents Table of Contents CYBERSECURITYRISK MANAGEMENTOur 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. Highlights of our training program include:oAt least annual training for company employees who have access to our information systems.oSpecialized training for all new hires.oTargeted training for all employees aimed at responding to current and emerging risks and threats using tools such as situational simulations and frequent testing of our employees' ability to identify and appropriately respond to cybersecurity threats.  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 third-party cybersecurity risk management process for service providers and vendors who access our systems.  Engaging external cybersecurity experts in incident response development and management.  Business continuity plans and critical recovery backup systems.  Requiring employees and third parties who have access to our systems to treat confidential and private information and data with care.  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. CYBERSECURITY INCIDENT RESPONSE PROCESSWe 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.BOARD OVERSIGHT OF CYBERSECURITY RISKMembers 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. RISK MITIGATIONWe 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 and gas, transportation, communications and banking and financial systems). 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 during the three-year period ended December 31, 2025 and to date these risks have not materialized into any incident or series of incidents that have materially affected, or are reasonably likely to materially affect the company, its business strategy, results of operations or financial condition or otherwise caused material harm to the company, we have, on occasion, experienced cybersecurity threats to our data and information systems, including phishing attacks. Over this same time period, certain of our vendors and service providers have notified us of cybersecurity incidents involving their own systems and these cybersecurity incidents, likewise, have not materially affected us, our business strategy, results of operations or financial condition or otherwise caused material harm to the company. To date, we have incurred no expenses for penalties or settlements with a CYBERSECURITYRISK MANAGEMENTOur 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. Highlights of our training program include:oAt least annual training for company employees who have access to our information systems.oSpecialized training for all new hires.oTargeted training for all employees aimed at responding to current and emerging risks and threats using tools such as situational simulations and frequent testing of our employees' ability to identify and appropriately respond to cybersecurity threats.  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 third-party cybersecurity risk management process for service providers and vendors who access our systems.  Engaging external cybersecurity experts in incident response development and management.  Business continuity plans and critical recovery backup systems.  Requiring employees and third parties who have access to our systems to treat confidential and private information and data with care.  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. CYBERSECURITY INCIDENT RESPONSE PROCESSWe 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.BOARD OVERSIGHT OF CYBERSECURITY RISKMembers 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. RISK MITIGATIONWe 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 and gas, transportation, communications and banking and financial systems). 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 during the three-year period ended December 31, 2025 and to date these risks have not materialized into any incident or series of incidents that have materially affected, or are reasonably likely to materially affect the company, its business strategy, results of operations or financial condition or otherwise caused material harm to the company, we have, on occasion, experienced cybersecurity threats to our data and information systems, including phishing attacks. Over this same time period, certain of our vendors and service providers have notified us of cybersecurity incidents involving their own systems and these cybersecurity incidents, likewise, have not materially affected us, our business strategy, results of operations or financial condition or otherwise caused material harm to the company. To date, we have incurred no expenses for penalties or settlements with a", "prior_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. CYBERSECURITYRISK MANAGEMENTOur 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. Highlights of our training program include:•At least annual training for company employees who have access to our information systems.•Specialized training for all new hires.•Targeted training for all employees aimed at responding to current and emerging risks and threats using tools such as situational simulations and frequent testing of our employees' ability to identify and appropriately respond to cybersecurity threats.  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.  Requiring employees and third parties who have access to our systems to treat confidential and private information and data with care.  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. CYBERSECURITY INCIDENT RESPONSE PROCESSWe 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" }, { "status": "MODIFIED", "current_title": "Net sales (Note 3)", "prior_title": "Net sales (Note 3)", "similarity_score": 0.778, "confidence": "high", "key_changes": [ "Reworded sentence: \"$ 6,905 $ 7,124 $ 7,674 Costs of sales 5,880 5,811 5,992\"" ], "current_body": "$ 6,905 $ 7,124 $ 7,674 Costs of sales 5,880 5,811 5,992", "prior_body": "$ 7,124 $ 7,674 $ 10,184 Costs of sales 5,811 5,992 6,564" }, { "status": "MODIFIED", "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 financial condition, results of operations and cash flows.", "similarity_score": 0.774, "confidence": "high", "key_changes": [ "Reworded sentence: \"WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 32 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 32 Table of Contents Table of Contents Table of Contents 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.\"", "Reworded sentence: \"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.\"" ], "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. WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 32 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 32 Table of Contents Table of Contents Table of Contents 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.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.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 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.Our financial condition, operating results and cash flows will be materially affected by supply and demand for timber.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.Timberlands make up a significant portion of our business portfolio and we are therefore subject to real estate investment risks.Our real property holdings are primarily timberlands and we may make additional timberlands acquisitions in the future. As the owner and manager of more than 10 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. MANUFACTURING AND SELLING WOOD PRODUCTS RISKSA 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.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; 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.", "prior_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 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 32 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 32 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 32 Table of Contents Table of Contents Table of Contents 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": "MODIFIED", "current_title": "PERFORMANCE GRAPH ASSUMPTIONS", "prior_title": "PERFORMANCE GRAPH ASSUMPTIONS", "similarity_score": 0.772, "confidence": "high", "key_changes": [ "Reworded sentence: \" Assumes $100 invested on December 31, 2020, in Weyerhaeuser common stock, the S&P 500 Index and the S&P Global Timber & Forestry Index.\"", "Removed sentence: \"WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 43 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 43 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 43 Table of Contents Table of Contents Table of Contents\"" ], "current_body": " Assumes $100 invested on December 31, 2020, 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.", "prior_body": " Assumes $100 invested on December 31, 2019, 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. WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 43 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 43 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 43 Table of Contents Table of Contents Table of Contents" }, { "status": "MODIFIED", "current_title": "CONSOLIDATED BALANCE SHEET", "prior_title": "CONSOLIDATED BALANCE SHEET", "similarity_score": 0.754, "confidence": "high", "key_changes": [ "Reworded sentence: \"DOLLAR AMOUNTS IN MILLIONS, EXCEPT PAR VALUE DECEMBER 31,2025 DECEMBER 31,2024 ASSETS Current assets: Cash and cash equivalents $ 464 $ 684 Receivables, net 303 306 Receivables for taxes 10 9 Inventories (Note 6) 593 607 Assets held for sale (Note 4) 128 — Prepaid expenses and other current assets 154 142\"" ], "current_body": "DOLLAR AMOUNTS IN MILLIONS, EXCEPT PAR VALUE DECEMBER 31,2025 DECEMBER 31,2024 ASSETS Current assets: Cash and cash equivalents $ 464 $ 684 Receivables, net 303 306 Receivables for taxes 10 9 Inventories (Note 6) 593 607 Assets held for sale (Note 4) 128 — Prepaid expenses and other current assets 154 142", "prior_body": "DOLLAR AMOUNTS IN MILLIONS, EXCEPT PAR VALUE December 31,2024 December 31,2023 ASSETS Current assets: Cash and cash equivalents $ 684 $ 1,164 Receivables, net 306 354 Receivables for taxes 9 10 Inventories (Note 6) 607 566 Prepaid expenses and other current assets 142 219" }, { "status": "MODIFIED", "current_title": "Net earnings before special items", "prior_title": "Net earnings before special items", "similarity_score": 0.752, "confidence": "high", "key_changes": [ "Reworded sentence: \"$ 143 $ 384 The table below reconciles net earnings per diluted share before special items to net earnings per diluted share: AMOUNTS PER SHARE 2025 2024\"" ], "current_body": "$ 143 $ 384 The table below reconciles net earnings per diluted share before special items to net earnings per diluted share: AMOUNTS PER SHARE 2025 2024", "prior_body": "$ 384 $ 749 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 57 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 57 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 57 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 2024 2023" }, { "status": "MODIFIED", "current_title": "Net earnings per diluted share", "prior_title": "Net earnings per diluted share", "similarity_score": 0.751, "confidence": "high", "key_changes": [ "Reworded sentence: \"$ 0.45 $ 0.54 Environmental remediation charge 0.02 — Gain on sale of lumber mill (0.03 ) — Gain on sale of timberlands (0.36 ) — Insurance recovery (0.03 ) — Pension settlement charge 0.15 — Product remediation recovery — (0.02 ) Restructuring, impairments and other charges — 0.01\"" ], "current_body": "$ 0.45 $ 0.54 Environmental remediation charge 0.02 — Gain on sale of lumber mill (0.03 ) — Gain on sale of timberlands (0.36 ) — Insurance recovery (0.03 ) — Pension settlement charge 0.15 — Product remediation recovery — (0.02 ) Restructuring, impairments and other charges — 0.01", "prior_body": "$ 0.54 $ 1.15 Environmental remediation charge — 0.01 Gain on sale of timberlands — (0.12 ) Insurance recovery — (0.01 ) Legal benefit — (0.03 ) Legal expense — 0.02 Product remediation recovery (0.02 ) — Restructuring, impairments and other charges 0.01 —" }, { "status": "MODIFIED", "current_title": "ECONOMIC AND MARKET CONDITIONS AFFECTING OUR OPERATIONS", "prior_title": "ECONOMIC AND MARKET CONDITIONS AFFECTING OUR OPERATIONS", "similarity_score": 0.748, "confidence": "medium", "key_changes": [ "Reworded sentence: \"Our Timberlands segment, particularly the Western region, is also affected by export demand and trade policy.\"", "Reworded sentence: \"In general, Western log markets are highly tensioned by available supply, while Southern log markets have WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 44 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 44 Table of Contents Table of Contents Table of Contents more available supply.\"", "Reworded sentence: \"trade policy changes have resulted in macroeconomic uncertainty and increased cautiousness by consumers.\"", "Reworded sentence: \"Census Bureau, housing starts for October 2025 averaged 1.2 million units, a 7.0 percent decrease from third quarter 2025.\"", "Reworded sentence: \"Sales of newly built single-family homes averaged a seasonally adjusted annual rate of 737 thousand units for October 2025, a 5.9 percent increase from third quarter 2025, driven by builder incentives and moderate relief in mortgage rates.\"" ], "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, particularly the Western region, is also affected by export demand and trade policy. Japanese housing starts are a key driver of export log demand in Japan. The demand for pulpwood from our Timberlands segment is directly affected by the production of pulp, paper and oriented strand board (OSB), as well as the demand for biofuels, such as wood-burning pellets made from pulpwood. Our Timberlands segment is also influenced by the availability of harvestable timber. In general, Western log markets are highly tensioned by available supply, while Southern log markets have WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 44 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 44 Table of Contents Table of Contents Table of Contents 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. Ongoing U.S. trade policy changes have resulted in macroeconomic uncertainty and increased cautiousness by consumers. These policies, along with potential countermeasures by other countries, have the potential to affect supply and demand trends, import and export dynamics, and pricing for our products. Trade and tariff policies are generally separate from the annual establishment and collection of anti-dumping and countervailing duties (AD/CVD) placed on certain products and countries, such as for Canadian softwood lumber. The discussion below includes a number of publicly available data points, many of which are obtained from U.S. federal government institutions. Due to the federal government shutdown that ended in November, availability of these data points is limited to October or November 2025. All other data points are updated through fourth quarter 2025.Home sales and building activity continue to moderate in response to elevated mortgage interest rates, reduced affordability and lower consumer confidence. While overall housing inventory remains historically low across many markets, there has been some increase in unsold new and existing single-family units. On a seasonally adjusted annual basis, as reported by the U.S. Census Bureau, housing starts for October 2025 averaged 1.2 million units, a 7.0 percent decrease from third quarter 2025. Single-family starts averaged 874 thousand units in October 2025, a 1.0 percent decrease from third quarter 2025. Multi-family starts averaged 372 thousand units in October 2025, an 18.4 percent decrease from third quarter 2025. 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 737 thousand units for October 2025, a 5.9 percent increase from third quarter 2025, driven by builder incentives and moderate relief in mortgage rates. Notwithstanding current macroeconomic uncertainty and potential impacts to housing demand, we expect a favorable U.S. housing construction market over the medium to long-term, supported by strong demographics in the key home buying age cohorts and a decade of under building.Repair and remodeling expenditures decreased 0.6 percent from third quarter 2025 to the end of November 2025, according to the Census Bureau Advance Retail Spending report. While there continues to be steady demand due to growing home equity and the lock-in effect of lower mortgage rates compared to current rates, many homeowners have been more cautious in discretionary spending on large projects. Recent softness has been reflected in both the do-it-yourself (DIY) and professionally built segments, largely driven by subdued consumer confidence, elevated interest rates and concerns around the trajectory of the economy. Slower sales of existing homes have also contributed to muted activity as there is often an increase in upgrades and repairs before and after the sale of a home. Over the longer term, we expect this sector to return to historical growth trends driven by recent deferrals in repair and remodel spending, higher levels of home equity and an aging U.S. housing stock, with a median age of 46 years.In U.S. wood product markets, soft end use demand and steady supply have led to continued price weakness in commodity products. In fourth quarter 2025, the Random Lengths Framing Lumber Composite price averaged $378/MBF and the OSB Composite averaged $234/MSF, both near multi-decade lows on an inflation-adjusted basis. Over the course of fourth quarter 2025, composite prices for lumber increased from $367/MBF to $385/MBF and composite prices for OSB decreased from $237/MSF to $230/MSF. The Framing Lumber Composite began the fourth quarter on a slight upward trajectory supported by improving Western SPF pricing and broader concerns around the Section 232 tariff, which took effect in October. As the quarter progressed, ample product supply and seasonally softer demand led to lower composite pricing through early December. By quarter end, product supply decreased and demand improved as buyers replenished lean inventories. This drove price gains across North American lumber markets, with a notable increase in Southern Yellow Pine. For OSB, soft product pricing in fourth quarter 2025 was largely driven by lower demand in response to the seasonal reduction in new home construction activity. In September 2025, Weyerhaeuser elected to moderate production across its lumber mill set in response to the softer demand environment, and maintained a lower operating posture through year end 2025. When combined with the volume impact associated with the sale of the company’s sawmill in Princeton, British Columbia – which was sold in late third quarter 2025 – Weyerhaeuser’s lumber production volumes decreased by 14 percent in fourth quarter 2025 compared to the prior quarter. The company expects to return to a more normalized operating posture in first quarter 2026.In Western log markets, Douglas-fir sawlog prices decreased 5.6 percent in fourth quarter 2025 compared with third quarter 2025, as reported by Fastmarkets RISI Log Lines based on Weyerhaeuser’s sales mix. Log prices in the domestic market faced downward pressure as supply remained ample, and mills continued to carry elevated log inventories and navigate a challenging lumber market. In the South, delivered sawlog prices decreased 2.3 percent in fourth quarter 2025 compared to third quarter 2025 and declined 2.3 percent from fourth quarter 2024, as reported by TimberMart-South. Delivered pine pulpwood prices decreased 2.1 percent in fourth quarter 2025 compared to third quarter 2025 and declined 4.7 percent from fourth quarter 2024 as reported by TimberMart-South. In general, Southern log supply remains ample and wood product and fiber mills continue to align production with end-market demand. Pulpwood prices have been more challenged in several localized regions following recent mill closures. Currency exchange rates, available supply from other countries and trade policy affect our export businesses. In Japan, total housing starts decreased 7.4 percent year-to-date through December compared to the same period in 2024, while the key Post and Beam segment saw a 4.0 percent decrease, in part due to more stringent building permit requirements which went into effect on April 1, 2025. The slowing demand has been partially offset by a decrease in lumber imports to Japan from Europe and reduced inventories of European lumber in the Japanese market. In China, during fourth quarter 2025 regulators lifted the March 4, 2025 suspension of log imports from the U.S. As a result, Weyerhaeuser is in the early stages of re-establishing its log export program to strategic customers in China. Interest rates affect our business primarily through their impact on mortgage rates and housing affordability, their general impact on the economy and their influence on our capital management activities. Actions by the U.S. Federal Reserve, the overall condition of the economy and fluctuations in financial markets are all factors that influence long-term interest rates. 30-year mortgage rates, which are generally correlated with long-term interest rates, decreased from 6.3 percent in third quarter 2025 to 6.2 percent in fourth quarter 2025, according to economic data from Freddie Mac. Many builders have been able to offset higher mortgage rates through discounts, mortgage rate buydowns and modifying product offerings such as home sizes and finishes. Higher rates have also locked in many existing homeowners from selling, thereby reducing inventories of existing homes for sale which has led to incremental demand for available new homes. 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. Ongoing U.S. trade policy changes have resulted in macroeconomic uncertainty and increased cautiousness by consumers. These policies, along with potential countermeasures by other countries, have the potential to affect supply and demand trends, import and export dynamics, and pricing for our products. Trade and tariff policies are generally separate from the annual establishment and collection of anti-dumping and countervailing duties (AD/CVD) placed on certain products and countries, such as for Canadian softwood lumber. The discussion below includes a number of publicly available data points, many of which are obtained from U.S. federal government institutions. Due to the federal government shutdown that ended in November, availability of these data points is limited to October or November 2025. All other data points are updated through fourth quarter 2025. Home sales and building activity continue to moderate in response to elevated mortgage interest rates, reduced affordability and lower consumer confidence. While overall housing inventory remains historically low across many markets, there has been some increase in unsold new and existing single-family units. On a seasonally adjusted annual basis, as reported by the U.S. Census Bureau, housing starts for October 2025 averaged 1.2 million units, a 7.0 percent decrease from third quarter 2025. Single-family starts averaged 874 thousand units in October 2025, a 1.0 percent decrease from third quarter 2025. Multi-family starts averaged 372 thousand units in October 2025, an 18.4 percent decrease from third quarter 2025. 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 737 thousand units for October 2025, a 5.9 percent increase from third quarter 2025, driven by builder incentives and moderate relief in mortgage rates. Notwithstanding current macroeconomic uncertainty and potential impacts to housing demand, we expect a favorable U.S. housing construction market over the medium to long-term, supported by strong demographics in the key home buying age cohorts and a decade of under building. Repair and remodeling expenditures decreased 0.6 percent from third quarter 2025 to the end of November 2025, according to the Census Bureau Advance Retail Spending report. While there continues to be steady demand due to growing home equity and the lock-in effect of lower mortgage rates compared to current rates, many homeowners have been more cautious in discretionary spending on large projects. Recent softness has been reflected in both the do-it-yourself (DIY) and professionally built segments, largely driven by subdued consumer confidence, elevated interest rates and concerns around the trajectory of the economy. Slower sales of existing homes have also contributed to muted activity as there is often an increase in upgrades and repairs before and after the sale of a home. Over the longer term, we expect this sector to return to historical growth trends driven by recent deferrals in repair and remodel spending, higher levels of home equity and an aging U.S. housing stock, with a median age of 46 years. In U.S. wood product markets, soft end use demand and steady supply have led to continued price weakness in commodity products. In fourth quarter 2025, the Random Lengths Framing Lumber Composite price averaged $378/MBF and the OSB Composite averaged $234/MSF, both near multi-decade lows on an inflation-adjusted basis. Over the course of fourth quarter 2025, composite prices for lumber increased from $367/MBF to $385/MBF and composite prices for OSB decreased from $237/MSF to $230/MSF. The Framing Lumber Composite began the fourth quarter on a slight upward trajectory supported by improving Western SPF pricing and broader concerns around the Section 232 tariff, which took effect in October. As the quarter progressed, ample product supply and seasonally softer demand led to lower composite pricing through early December. By quarter end, product supply decreased and demand improved as buyers replenished lean inventories. This drove price gains across North American lumber markets, with a notable increase in Southern Yellow Pine. For OSB, soft product pricing in fourth quarter 2025 was largely driven by lower demand in response to the seasonal reduction in new home construction activity. In September 2025, Weyerhaeuser elected to moderate production across its lumber mill set in response to the softer demand environment, and maintained a lower operating posture through year end 2025. When combined with the volume impact associated with the sale of the company’s sawmill in Princeton, British Columbia – which was sold in late third quarter 2025 – Weyerhaeuser’s lumber production volumes decreased by 14 percent in fourth quarter 2025 compared to the prior quarter. The company expects to return to a more normalized operating posture in first quarter 2026. In Western log markets, Douglas-fir sawlog prices decreased 5.6 percent in fourth quarter 2025 compared with third quarter 2025, as reported by Fastmarkets RISI Log Lines based on Weyerhaeuser’s sales mix. Log prices in the domestic market faced downward pressure as supply remained ample, and mills continued to carry elevated log inventories and navigate a challenging lumber market. In the South, delivered sawlog prices decreased 2.3 percent in fourth quarter 2025 compared to third quarter 2025 and declined 2.3 percent from fourth quarter 2024, as reported by TimberMart-South. Delivered pine pulpwood prices decreased 2.1 percent in fourth quarter 2025 compared to third quarter 2025 and declined 4.7 percent from fourth quarter 2024 as reported by TimberMart-South. In general, Southern log supply remains ample and wood product and fiber mills continue to align production with end-market demand. Pulpwood prices have been more challenged in several localized regions following recent mill closures. Currency exchange rates, available supply from other countries and trade policy affect our export businesses. In Japan, total housing starts decreased 7.4 percent year-to-date through December compared to the same period in 2024, while the key Post and Beam segment saw a 4.0 percent decrease, in part due to more stringent building permit requirements which went into effect on April 1, 2025. The slowing demand has been partially offset by a decrease in lumber imports to Japan from Europe and reduced inventories of European lumber in the Japanese market. In China, during fourth quarter 2025 regulators lifted the March 4, 2025 suspension of log imports from the U.S. As a result, Weyerhaeuser is in the early stages of re-establishing its log export program to strategic customers in China. Interest rates affect our business primarily through their impact on mortgage rates and housing affordability, their general impact on the economy and their influence on our capital management activities. Actions by the U.S. Federal Reserve, the overall condition of the economy and fluctuations in financial markets are all factors that influence long-term interest rates. 30-year mortgage rates, which are generally correlated with long-term interest rates, decreased from 6.3 percent in third quarter 2025 to 6.2 percent in fourth quarter 2025, according to economic data from Freddie Mac. Many builders have been able to offset higher mortgage rates through discounts, mortgage rate buydowns and modifying product offerings such as home sizes and finishes. Higher rates have also locked in many existing homeowners from selling, thereby reducing inventories of existing homes for sale which has led to incremental demand for available new homes. WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 45 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 45 Table of Contents Table of Contents Table of Contents Increased inflation affects the cost of our operations across each of our business segments, including costs for raw materials, transportation, energy and labor. The Consumer Price Index increased at an annual rate of 2.7 percent as of December 2025 compared to 3.0 percent as of September 2025. This rate is markedly down from prior periods of elevated inflation. While we can offset some of our costs that are affected by inflation through our sales activities, operational excellence initiatives and procurement practices, not all costs associated with inflation can be fully mitigated or passed on to the customer. The condition of the labor market affects all of our businesses as it relates to our ability to attract and retain employees and contractors. The unemployment rate remained level at 4.4 percent in third quarter 2025 and fourth quarter 2025. Governments and businesses across the globe have publicly expressed that climate change is a compelling issue requiring considerable responsive action; many have made significant commitments toward decarbonizing activities and operations and reducing greenhouse gas emissions. Achieving these commitments will require significant efforts, including modifying operations, investing in low-carbon technologies or purchasing credits to reduce environmental impacts. Although political and broader sentiment for climate change mitigation activities and related investments can fluctuate, we expect that over the long-term, climate change will continue to be a significant social concern and priority. With that in mind, we believe we are uniquely positioned to help others achieve climate change mitigation goals through our Climate Solutions business. Increased inflation affects the cost of our operations across each of our business segments, including costs for raw materials, transportation, energy and labor. The Consumer Price Index increased at an annual rate of 2.7 percent as of December 2025 compared to 3.0 percent as of September 2025. This rate is markedly down from prior periods of elevated inflation. While we can offset some of our costs that are affected by inflation through our sales activities, operational excellence initiatives and procurement practices, not all costs associated with inflation can be fully mitigated or passed on to the customer. The condition of the labor market affects all of our businesses as it relates to our ability to attract and retain employees and contractors. The unemployment rate remained level at 4.4 percent in third quarter 2025 and fourth quarter 2025. Governments and businesses across the globe have publicly expressed that climate change is a compelling issue requiring considerable responsive action; many have made significant commitments toward decarbonizing activities and operations and reducing greenhouse gas emissions. Achieving these commitments will require significant efforts, including modifying operations, investing in low-carbon technologies or purchasing credits to reduce environmental impacts. Although political and broader sentiment for climate change mitigation activities and related investments can fluctuate, we expect that over the long-term, climate change will continue to be a significant social concern and priority. With that in mind, we believe we are uniquely positioned to help others achieve climate change mitigation goals through our Climate Solutions business. WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 46 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 46 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, 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. 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, home sales and building activity moderated in part due to consistently elevated mortgage interest rates and reduced affordability. Specifically, multi-family construction has been hampered by a large supply of recently completed projects as well as higher interest rates and other factors constraining the underwriting of proposed projects. In contrast, new single-family home construction has remained resilient, as existing homeowners continued to be constrained by the lock-in effect of lower mortgage rates, compared to current rates. On a seasonally adjusted annual basis, as reported by the U.S. Census Bureau, housing starts for fourth quarter 2024 averaged 1.4 million units, a 3.5 percent increase from third quarter 2024. Single-family starts averaged 1.0 million units in fourth quarter 2024, a 3.3 percent increase from third quarter 2024. Multi-family starts averaged 376 thousand units in fourth quarter 2024, which was a 4.1 percent increase from third quarter 2024. Single-family construction is the primary driver for our business as compared to multi-family due to the amount of wood products used. Sales of newly built, single-family homes averaged a seasonally adjusted annual rate of 662 thousand units for fourth quarter 2024, a decrease of 6.5 percent from third quarter 2024, primarily driven by a seasonal reduction in buying activity. Over the medium to long-term, we expect a favorable U.S. housing construction market supported by strong demographics in the key home buying age cohorts, a decade of under building and historically low housing inventory. Repair and remodeling expenditures decreased by 0.7 percent from third quarter 2024 to fourth quarter 2024 according to the Census Bureau Advance Retail Spending report. While there continues to be steady demand due to growing home equity and the lock-in effect, many homeowners have been more cautious in discretionary spending on large projects. Additionally, some repair and remodeling activity was accelerated during the pandemic which has had some impact on the level of spending. This softness has been reflected in both the do-it-yourself (DIY) and professionally built segments. Over the longer term, we expect this sector to resume pre-pandemic growth trends with healthy household balance sheets, elevated home equity and an aging U.S. housing stock, with a median age of 45 years. In U.S. wood product markets, pricing for lumber and OSB increased during the fourth quarter, primarily driven by more constrained market supply. Demand for both products reflected measured buyer sentiment and a typical seasonal reduction in building activity through the winter months. In fourth quarter 2024, the Random Lengths Framing Lumber Composite price averaged $429/MBF and the OSB Composite averaged WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 44 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 44 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 44 Table of Contents Table of Contents Table of Contents $401/MSF. Over the course of fourth quarter 2024, composite prices for lumber increased from $396/MBF to $433/MBF and composite prices for OSB increased from $344/MSF to $418/MSF. Recent mill curtailments contributed to the strengthening lumber prices. OSB prices were supported by steady demand and limited open-market supply. In Western log markets, Douglas fir sawlog prices increased 5.6 percent in fourth quarter 2024 compared with third quarter 2024, as reported by Fastmarkets RISI Log Lines based on Weyerhaeuser’s sales mix. Strengthening lumber prices and seasonal reductions in log supply contributed to log price increases in fourth quarter 2024. In the South, delivered sawlog prices decreased 3.0 percent in fourth quarter 2024 compared to third quarter 2024 and declined 2.9 percent from fourth quarter 2023, as reported by TimberMart-South. This was largely driven by ample log supply and ongoing actions taken by mills to align capacity with lower demand for finished products, partially driven by the seasonal reduction in building activity in the winter months. Currency exchange rates, available supply from other countries and trade policy affect our export businesses. During fourth quarter 2024, end use demand in export markets moderated. In Japan, total housing starts decreased 3.4 percent year to date through November compared to the same period in 2023, while the key Post and Beam segment saw a 2.6 percent decrease. The slowing demand was partially offset by a decrease in lumber imports to Japan from Europe, and reduced inventories of European lumber in the Japanese market. China’s log markets were generally stable despite ongoing softness in end-market demand. 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, increased from 6.1 percent in third quarter 2024 to 6.9 percent in fourth quarter 2024, according to economic data from Freddie Mac. Many builders have been able to offset higher mortgage rates through discounts, mortgage rate buydowns and modifying product offerings such as home sizes and finishes. Higher rates have also locked-in many existing homeowners from selling, thereby reducing inventories of existing homes for sale which has led to 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 2.9 percent as of December 2024 compared to 2.4 percent in September 2024. This rate is markedly down from its peak of over 9.0 percent in June 2022. While we can offset some of the impacts of inflation through our sales activities, operational excellence initiatives and procurement practices, not all costs associated with inflation can be fully mitigated or passed on to the customer. The condition of the labor market affects all of our businesses as it relates to our ability to attract and retain employees and contractors. The unemployment rate remained flat at 4.1 percent from third quarter 2024 to fourth quarter 2024. Governments and businesses across the globe are taking action on climate change and are making significant commitments toward decarbonizing operations and reducing greenhouse gas emissions to net zero. Achieving these commitments will require governments and companies to take major steps to modify operations, invest in low-carbon activities and purchase credits to reduce environmental impacts. We believe we are uniquely positioned to help entities achieve these commitments through natural climate solutions, including forest carbon sequestration, carbon capture and storage and renewable energy activities. WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 45 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 45 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 45 Table of Contents Table of Contents Table of Contents" }, { "status": "MODIFIED", "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.", "similarity_score": 0.745, "confidence": "medium", "key_changes": [ "Reworded sentence: \"Under the Code, effective January 1, 2026, no WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 38 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 38 Table of Contents Table of Contents Table of Contents more than 25 percent (previously 20 percent) of the value of the gross assets of a REIT may be represented by securities of one or more TRSs.\"", "Reworded sentence: \"While we intend to monitor the value of our investments in the stock and securities of our TRSs to ensure compliance with the 25 percent limitation, we cannot provide assurance that we will always be able to comply with the limitation so as to maintain REIT status.\"" ], "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, effective January 1, 2026, no WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 38 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 38 Table of Contents Table of Contents Table of Contents more than 25 percent (previously 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 25 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 25 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.The failure of either of our two subsidiary REITs to maintain their separate REIT qualification could affect the company’s own REIT qualification.The vast majority of our timberlands are held in two subsidiaries that we operate to qualify as REITs. Our western timberlands and related assets are held in a subsidiary that began qualifying as a REIT beginning in the tax year 2022 and our southern timberlands and related assets are held in another subsidiary that began qualifying as a REIT beginning in the tax year 2025. While our ownership interests in these subsidiaries are qualifying real estate assets for purposes of the company’s 75 percent asset test described above, any failure of either 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 adversely affected.We may be limited in our ability to fund distributions using cash generated through our TRSs.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.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.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 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.Changes in tax laws or their interpretation could adversely affect our shareholders and our results of operations.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.U.S. AND INTERNATIONAL TRADE POLICYRecent and future changes in U.S. foreign trade policy and responses from other countries may substantially increase the cost of our products in our export markets as well as increase the cost of imported products and raw materials that we use in our operations.Our ability to conduct business can be significantly affected by changes in tariffs, duties, taxes or customs resulting from changes in U.S. and foreign trade policy. For example, we export logs and finished wood products to foreign markets, including Canada and China, and our ability to do so profitably could be affected by trade disputes that result in tariffs being charged on these products.The U.S. presidential administration has taken multiple actions in 2025 to significantly increase tariffs on foreign imports into the United States, including imports from countries to which we export our products, such as Canada and China. For example, on February 1, 2025, the United States imposed tariffs on imports from Canada, Mexico and China, and on April 2, 2025, the United States announced a universal baseline tariff of 10% on almost all imports, plus additional country-specific tariffs for select trading partners, including China. The rates and effective dates of these tariffs have been adjusted on several occasions since the initial announcements, and certain of these tariffs are subject to legal and other challenges, the outcome of which could further change tariff rates and effective dates. In addition to increasing the cost of the wood products that we export to U.S. markets from our Canadian operations, these policies could result in one or more of our foreign export market jurisdictions adopting retaliatory trade policy that makes it more difficult or costly for us to export our products to those countries including, for example, by increasing tariffs, taxes or duties on our products or by placing significant import restrictions on our products such as onerous and excessive phytosanitary requirements. Several countries, including Canada and China, have imposed retaliatory tariffs, and the imposition of U.S. and foreign tariff regimes is fluid and changing. We could experience reduced revenues and margins in our businesses that are adversely affected by international trade policy or disputes, including the terms of any settlement of such disputes. To the extent such trade policies increase prices, they could also reduce the overall demand for our products in affected markets. Likewise, U.S.-imposed tariffs on imports could also increase our costs for products and raw materials that we use in our operations. We may not be able to pass on those cost increases to our customers, and if more than 25 percent (previously 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 25 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 25 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.", "prior_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": "MODIFIED", "current_title": "Total current liabilities", "prior_title": "Total current liabilities", "similarity_score": 0.744, "confidence": "medium", "key_changes": [ "Reworded sentence: \"1,278 977 Long-term debt, net (Notes 11 and 12) 5,050 4,866 Deferred tax liabilities (Note 18) 18 26 Deferred pension and other post-employment benefits (Note 8) 485 596 Other liabilities 356 350\"" ], "current_body": "1,278 977 Long-term debt, net (Notes 11 and 12) 5,050 4,866 Deferred tax liabilities (Note 18) 18 26 Deferred pension and other post-employment benefits (Note 8) 485 596 Other liabilities 356 350", "prior_body": "977 788 Long-term debt, net (Notes 11 and 12) 4,866 5,069 Deferred tax liabilities (Note 18) 26 81 Deferred pension and other post-employment benefits (Note 8) 596 461 Other liabilities 350 348" }, { "status": "MODIFIED", "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, financial condition and cash flows.", "similarity_score": 0.734, "confidence": "medium", "key_changes": [ "Reworded sentence: \"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; WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 33 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 33 Table of Contents Table of Contents Table of Contents  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;  governmental regulations;  other operational problems and  effects of viral or disease outbreaks and any resulting epidemic or global pandemic.\"" ], "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; WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 33 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 33 Table of Contents Table of Contents Table of Contents  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;  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.Some of our wood products are vulnerable to declines in demand due to competing technologies or materials.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.Our financial condition, results of operations and cash flows could be materially adversely affected by changes in product mix or pricing.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.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.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.Competition from lumber imports could vary significantly and have a material effect on U.S. timber and lumber prices.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.For more discussion about U.S. trade policy and its potential effects on our business, see the following risk factor entitled U.S. and International Trade Policy.  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;  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.", "prior_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; WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 33 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 33 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 33 Table of Contents Table of Contents Table of Contents  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;  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": "MODIFIED", "current_title": "Adjusted EBITDA", "prior_title": "Adjusted EBITDA", "similarity_score": 0.73, "confidence": "medium", "key_changes": [ "Reworded sentence: \"$ 581 $ 411 $ 250 $ (221 ) $ 1,021 (1)Non-operating pension and other post-employment benefit costs includes a pretax special item consisting of a $145 million noncash settlement charge related to the transfer of pension plan assets and liabilities to an insurance company through the purchase of agroup annuity contract.\"" ], "current_body": "$ 581 $ 411 $ 250 $ (221 ) $ 1,021 (1)Non-operating pension and other post-employment benefit costs includes a pretax special item consisting of a $145 million noncash settlement charge related to the transfer of pension plan assets and liabilities to an insurance company through the purchase of agroup annuity contract. Non-operating pension and other post-employment benefit costs includes a pretax special item consisting of a $145 million noncash settlement charge related to the transfer of pension plan assets and liabilities to an insurance company through the purchase of agroup annuity contract. (2)Operating income (loss) for Timberlands includes pretax special items consisting of a $117 million gain on the sale of Georgia and Alabama timberlands and a $149 million gain on the sale of Oregon timberlands. Operating income (loss) for Timberlands includes pretax special items consisting of a $117 million gain on the sale of Georgia and Alabama timberlands and a $149 million gain on the sale of Oregon timberlands. (3)Operating income (loss) for Wood Products includes a pretax special item consisting of a $29 million gain on the sale of our Princeton lumber mill. Operating income (loss) for Wood Products includes a pretax special item consisting of a $29 million gain on the sale of our Princeton lumber mill. (4)Operating income (loss) for Unallocated Items includes pretax special items consisting of an $18 million noncash environmental remediation charge and a $26 million insurance recovery. Operating income (loss) for Unallocated Items includes pretax special items consisting of an $18 million noncash environmental remediation charge and a $26 million insurance recovery. The table below reconciles Adjusted EBITDA by segment to net earnings for the year ended December 31, 2024: DOLLAR AMOUNTS IN MILLIONS REAL ESTATE WOOD UNALLOCATED TIMBERLANDS & ENR PRODUCTS ITEMS TOTAL Net earnings $ 396 Interest expense, net of capitalized interest 269 Income taxes 31", "prior_body": "$ 539 $ 349 $ 661 $ (257 ) $ 1,292 (1)Operating income (loss) for Wood Products includes pretax special items consisting of a $25 million product remediation recovery and a $10 million noncash impairment charge related to the indefinite curtailment of our New Bern lumber mill. Operating income (loss) for Wood Products includes pretax special items consisting of a $25 million product remediation recovery and a $10 million noncash impairment charge related to the indefinite curtailment of our New Bern lumber mill. WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 56 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 56 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 56 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, 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" }, { "status": "MODIFIED", "current_title": "Recent and future changes in U.S. foreign trade policy and responses from other countries may substantially increase the cost of our products in our export markets as well as increase the cost of imported products and raw materials that we use in our operations.", "prior_title": "Changes in U.S. foreign trade policy and responses from other countries may substantially increase the cost of our products in our export markets as well as increase the cost of imported products and raw materials that we use in our operations.", "similarity_score": 0.726, "confidence": "medium", "key_changes": [ "Reworded sentence: \"For example, we export logs and finished wood products to foreign markets, including Canada and China, and our ability to do so profitably could be affected by trade disputes that result in tariffs being charged on these products.\"", "Reworded sentence: \"markets from our Canadian operations, these policies could result in one or more of our foreign export market jurisdictions adopting retaliatory trade policy that makes it more difficult or costly for us to export our products to those countries including, for example, by increasing tariffs, taxes or duties on our products or by placing significant import restrictions on our products such as onerous and excessive phytosanitary requirements.\"", "Reworded sentence: \"Likewise, U.S.-imposed tariffs on imports could also increase our costs for products and raw materials that we use in our operations.\"", "Reworded sentence: \"or foreign trade policy or the terms and conditions of any resolutions or settlements of international trade disputes and their effects on our business, and the evolving landscape of global trade policies, including the potential for further tariff escalations or broader economic impacts, could adversely affect our business, financial condition and results of operations.\"" ], "current_body": "Our ability to conduct business can be significantly affected by changes in tariffs, duties, taxes or customs resulting from changes in U.S. and foreign trade policy. For example, we export logs and finished wood products to foreign markets, including Canada and China, and our ability to do so profitably could be affected by trade disputes that result in tariffs being charged on these products. The U.S. presidential administration has taken multiple actions in 2025 to significantly increase tariffs on foreign imports into the United States, including imports from countries to which we export our products, such as Canada and China. For example, on February 1, 2025, the United States imposed tariffs on imports from Canada, Mexico and China, and on April 2, 2025, the United States announced a universal baseline tariff of 10% on almost all imports, plus additional country-specific tariffs for select trading partners, including China. The rates and effective dates of these tariffs have been adjusted on several occasions since the initial announcements, and certain of these tariffs are subject to legal and other challenges, the outcome of which could further change tariff rates and effective dates. In addition to increasing the cost of the wood products that we export to U.S. markets from our Canadian operations, these policies could result in one or more of our foreign export market jurisdictions adopting retaliatory trade policy that makes it more difficult or costly for us to export our products to those countries including, for example, by increasing tariffs, taxes or duties on our products or by placing significant import restrictions on our products such as onerous and excessive phytosanitary requirements. Several countries, including Canada and China, have imposed retaliatory tariffs, and the imposition of U.S. and foreign tariff regimes is fluid and changing. We could experience reduced revenues and margins in our businesses that are adversely affected by international trade policy or disputes, including the terms of any settlement of such disputes. To the extent such trade policies increase prices, they could also reduce the overall demand for our products in affected markets. Likewise, U.S.-imposed tariffs on imports could also increase our costs for products and raw materials that we use in our operations. We may not be able to pass on those cost increases to our customers, and if WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 39 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 39 Table of Contents Table of Contents Table of Contents we do pass on those cost increases to our customers, it could reduce demand for our products. Further, tariff-related disruptions could cause supply chain delays and increase our operational expenses. These changes could have a material adverse effect on our business, financial condition and results of operations, including facility closures or impairments of assets. We cannot predict future U.S. or foreign trade policy or the terms and conditions of any resolutions or settlements of international trade disputes and their effects on our business, and the evolving landscape of global trade policies, including the potential for further tariff escalations or broader economic impacts, could adversely affect our business, financial condition and results of operations. OTHER RISKS RISKS RELATED TO OWNING OUR STOCKOur cash dividends are not guaranteed and may fluctuate.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.The market price of our common stock may be influenced by many factors, some of which are beyond our control.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);  changes in accounting principles and  changes in tax laws and regulations. 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.CAPITAL MARKETS RISKSDeterioration in economic conditions and capital markets could adversely affect our access to capital.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.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.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 we do pass on those cost increases to our customers, it could reduce demand for our products. Further, tariff-related disruptions could cause supply chain delays and increase our operational expenses. These changes could have a material adverse effect on our business, financial condition and results of operations, including facility closures or impairments of assets. We cannot predict future U.S. or foreign trade policy or the terms and conditions of any resolutions or settlements of international trade disputes and their effects on our business, and the evolving landscape of global trade policies, including the potential for further tariff escalations or broader economic impacts, could adversely affect our business, financial condition and results of operations.", "prior_body": "Our ability to conduct business can be significantly affected by changes in tariffs, duties, taxes or customs resulting from changes in U.S. and foreign trade policy. For example, we export logs and finished wood products to foreign markets, including Canada and China, and our ability to do so profitably would be affected by trade disputes that result in tariffs being charged on these products. The new U.S. presidential administration has proposed to significantly increase tariffs on foreign imports into the United States, including imports from countries to which we export our products, such as Canada and China. In addition to increasing the cost of the wood products that we export to U.S. markets from our Canadian operations, this policy could result in one or more of our foreign export market jurisdictions adopting retaliatory trade policy that makes it more difficult or costly for us to export our products to those countries including, for example, by increasing tariffs, taxes or duties on our products or by placing significant import restrictions on our products such as onerous and excessive phytosanitary requirements. We could therefore experience reduced revenues and margins in our businesses that are adversely affected by international trade policy or disputes, including the terms of any settlement of such disputes. To the extent such trade policies increase prices, they could also reduce the overall demand for our products in affected markets. Likewise, U.S.-imposed tariffs on imports could also increase our costs for products and raw materials that we use in our operations, and we may not be able to pass on those cost increases to our customers. These changes could therefore have a material adverse effect on our business, financial results and financial condition, including facility closures or impairments of assets. We cannot predict future U.S. or foreign trade policy or the terms and conditions of any resolutions or settlements of international trade disputes and their effects on our business." }, { "status": "MODIFIED", "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 financial condition.", "prior_title": "Governmental response to climate change at the international, federal and state levels may affect our financial condition, results of operations, cash flows and financial condition.", "similarity_score": 0.723, "confidence": "medium", "key_changes": [ "Reworded sentence: \"Climate change effects, if they occur, and governmental initiatives, laws and regulations to address potential climate WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 37 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 37 Table of Contents Table of Contents Table of Contents concerns, could increase our costs and have a long-term adverse effect on our businesses and results of operations.\"", "Removed sentence: \"WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 37 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 37 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 37 Table of Contents Table of Contents Table of Contents\"" ], "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 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 37 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 37 Table of Contents Table of Contents Table of Contents 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 financial condition.LEGAL MATTERSWe 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.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.REIT STATUS AND TAX IMPLICATIONSIf 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.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 Internal Revenue Code (IRC or Code) 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.Certain of our business activities are subject to corporate-level income tax and potentially subject to prohibited transactions tax.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.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.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, effective January 1, 2026, no 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 financial condition.", "prior_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 financial condition. WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 37 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 37 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 37 Table of Contents Table of Contents Table of Contents" }, { "status": "MODIFIED", "current_title": "Total current assets", "prior_title": "Total current assets", "similarity_score": 0.716, "confidence": "medium", "key_changes": [ "Reworded sentence: \"1,652 1,748 Property and equipment, net (Note 7) 2,420 2,329 Construction in progress 337 287 Timber and timberlands at cost, less depletion 11,533 11,551 Minerals and mineral rights, less depletion 177 189 Deferred tax assets (Note 18) 97 24 Other assets 397 408\"" ], "current_body": "1,652 1,748 Property and equipment, net (Note 7) 2,420 2,329 Construction in progress 337 287 Timber and timberlands at cost, less depletion 11,533 11,551 Minerals and mineral rights, less depletion 177 189 Deferred tax assets (Note 18) 97 24 Other assets 397 408", "prior_body": "1,748 2,313 Property and equipment, net (Note 7) 2,329 2,269 Construction in progress 287 270 Timber and timberlands at cost, less depletion 11,551 11,528 Minerals and mineral rights, less depletion 189 200 Deferred tax assets (Note 18) 24 15 Other assets 408 388" }, { "status": "MODIFIED", "current_title": "Gross margin", "prior_title": "Gross margin", "similarity_score": 0.715, "confidence": "medium", "key_changes": [ "Reworded sentence: \"1,025 1,313 1,682 Selling expenses 92 88 87 General and administrative expenses 453 480 431 Gain on sale of timberlands (Note 4) (266 ) — (84 ) Other operating costs, net (Note 17) 15 60 62\"" ], "current_body": "1,025 1,313 1,682 Selling expenses 92 88 87 General and administrative expenses 453 480 431 Gain on sale of timberlands (Note 4) (266 ) — (84 ) Other operating costs, net (Note 17) 15 60 62", "prior_body": "1,313 1,682 3,620 Selling expenses 88 87 93 General and administrative expenses 480 431 398 Gain on sale of timberlands (Note 4) — (84 ) — Other operating costs, net (Note 17) 60 62 49" }, { "status": "MODIFIED", "current_title": "Comprehensive income:", "prior_title": "Comprehensive income:", "similarity_score": 0.712, "confidence": "medium", "key_changes": [ "Reworded sentence: \"Net earnings $ 324 $ 396 $ 839 Other comprehensive income (loss): Foreign currency translation adjustments 21 (40 ) 7 Changes in unamortized actuarial loss, net of tax (expense) benefit of $(28) in 2025, $20 in 2024 and $17 in 2023 86 (69 ) (51 ) Changes in unamortized net prior service credit, net of tax benefit (expense) of $1 in 2025, $(1) in 2024 and $2 in 2023 — — (2 ) Unrealized net gain on cash flow hedges, net of tax expense of $1 in 2025, $0 in 2024 and $0 in 2023 (Note 12) 2 — —\"" ], "current_body": "Net earnings $ 324 $ 396 $ 839 Other comprehensive income (loss): Foreign currency translation adjustments 21 (40 ) 7 Changes in unamortized actuarial loss, net of tax (expense) benefit of $(28) in 2025, $20 in 2024 and $17 in 2023 86 (69 ) (51 ) Changes in unamortized net prior service credit, net of tax benefit (expense) of $1 in 2025, $(1) in 2024 and $2 in 2023 — — (2 ) Unrealized net gain on cash flow hedges, net of tax expense of $1 in 2025, $0 in 2024 and $0 in 2023 (Note 12) 2 — —", "prior_body": "Net earnings $ 396 $ 839 $ 1,880 Other comprehensive (loss) income: Foreign currency translation adjustments (40 ) 7 (52 ) Changes in unamortized actuarial loss, net of tax benefit (expense) of $20 in 2024, $17 in 2023 and $(95) in 2022 (69 ) (51 ) 284 Changes in unamortized net prior service credit, net of tax (expense) benefit of $(1) in 2024, $2 in 2023 and $(2) in 2022 — (2 ) —" }, { "status": "MODIFIED", "current_title": "Costs of Sales", "prior_title": "Costs of Sales", "similarity_score": 0.702, "confidence": "medium", "key_changes": [ "Reworded sentence: \"Costs of sales increased $69 million — 1 percent — primarily due to increased sales volumes for structural lumber, oriented strand board and softwood plywood within our Wood Products segment, partially offset by a decrease in acres sold in our Real Estate, Energy and Natural Resources segment and decreased Western sales volumes in our Timberlands segment.\"" ], "current_body": "Costs of sales increased $69 million — 1 percent — primarily due to increased sales volumes for structural lumber, oriented strand board and softwood plywood within our Wood Products segment, partially offset by a decrease in acres sold in our Real Estate, Energy and Natural Resources segment and decreased Western sales volumes in our Timberlands segment.", "prior_body": "Costs of sales decreased $181 million — 3 percent — primarily due to decreased sales volumes across most product lines in Wood Products, as well as decreased sales volumes in our Timberlands segment, partially offset by an increase in acres sold in our Real Estate, Energy and Natural Resources segment." }, { "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": 0.699, "confidence": "medium", "key_changes": [ "Reworded sentence: \"DOLLAR AMOUNTS IN MILLIONS AMOUNT OF CHANGE 2025 vs.\"" ], "current_body": "DOLLAR AMOUNTS IN MILLIONS AMOUNT OF CHANGE 2025 vs. 2025 2024 2024 Net sales to unaffiliated customers: Delivered logs: West $ 645 $ 693 $ (48 ) South 613 603 10 North 50 46 4 Total 1,308 1,342 (34 ) Stumpage and pay-as-cut timber 60 51 9 Recreational and other lease revenue 79 77 2 Other products(1) 47 42 5", "prior_body": "DOLLAR AMOUNTS IN MILLIONS AMOUNT OF CHANGE 2024 vs. 2024 2023 2023 Net sales to unaffiliated customers: Delivered logs: West $ 693 $ 794 $ (101 ) South 603 643 (40 ) North 46 48 (2 ) Total 1,342 1,485 (143 ) Stumpage and pay-as-cut timber 51 56 (5 ) Recreational and other lease revenue 77 74 3 Other products(1) 42 39 3" }, { "status": "MODIFIED", "current_title": "Costs of Sales", "prior_title": "Costs of Sales", "similarity_score": 0.695, "confidence": "medium", "key_changes": [ "Reworded sentence: \"Costs of sales increased $158 million — 3 percent — primarily due to increased sales volumes for structural lumber, oriented strand board and softwood plywood.\"" ], "current_body": "Costs of sales increased $69 million — 1 percent — primarily due to increased sales volumes for structural lumber, oriented strand board and softwood plywood within our Wood Products segment, partially offset by a decrease in acres sold in our Real Estate, Energy and Natural Resources segment and decreased Western sales volumes in our Timberlands segment.", "prior_body": "Costs of sales decreased $181 million — 3 percent — primarily due to decreased sales volumes across most product lines in Wood Products, as well as decreased sales volumes in our Timberlands segment, partially offset by an increase in acres sold in our Real Estate, Energy and Natural Resources segment." }, { "status": "MODIFIED", "current_title": "Cash flows from operations:", "prior_title": "Cash flows from operations:", "similarity_score": 0.673, "confidence": "medium", "key_changes": [ "Reworded sentence: \"Net earnings $ 324 $ 396 $ 839 Noncash charges (credits) to earnings: Depreciation, depletion and amortization 509 502 500 Basis of real estate sold 84 120 93 Deferred income taxes, net (Note 18) (114 ) (40 ) (4 ) Pension and other post-employment benefits (Note 8) 239 63 68 Share-based compensation expense (Note 15) 43 43 36 Gain on lumber mill sale (Note 20) (29 ) — — Gain on sale of timberlands (Note 4) (266 ) — (84 ) Other 7 2 (2 ) Change in: Receivables, net 14 45 4 Receivables and payables for taxes (20 ) 14 41 Inventories — (55 ) (13 ) Prepaid expenses and other current assets 11 19 (13 ) Accounts payable and accrued liabilities 11 (38 ) 35 Pension and post-employment benefit contributions and payments (Note 8) (219 ) (18 ) (20 ) Other (32 ) (45 ) (47 )\"" ], "current_body": "Net earnings $ 324 $ 396 $ 839 Noncash charges (credits) to earnings: Depreciation, depletion and amortization 509 502 500 Basis of real estate sold 84 120 93 Deferred income taxes, net (Note 18) (114 ) (40 ) (4 ) Pension and other post-employment benefits (Note 8) 239 63 68 Share-based compensation expense (Note 15) 43 43 36 Gain on lumber mill sale (Note 20) (29 ) — — Gain on sale of timberlands (Note 4) (266 ) — (84 ) Other 7 2 (2 ) Change in: Receivables, net 14 45 4 Receivables and payables for taxes (20 ) 14 41 Inventories — (55 ) (13 ) Prepaid expenses and other current assets 11 19 (13 ) Accounts payable and accrued liabilities 11 (38 ) 35 Pension and post-employment benefit contributions and payments (Note 8) (219 ) (18 ) (20 ) Other (32 ) (45 ) (47 )", "prior_body": "Net earnings $ 396 $ 839 $ 1,880 Noncash charges (credits) to earnings: Depreciation, depletion and amortization 502 500 480 Basis of real estate sold 120 93 84 Deferred income taxes, net (Note 18) (40 ) (4 ) (30 ) Pension and other post-employment benefits (Note 8) 63 68 290 Share-based compensation expense (Note 15) 43 36 33 Net gains on sale of timberlands (Note 4) — (84 ) — Loss on debt extinguishment (Note 11) — — 276 Other 2 (2 ) — Change in: Receivables, net 45 4 149 Receivables and payables for taxes 14 41 (101 ) Inventories (55 ) (13 ) (37 ) Prepaid expenses and other current assets 19 (13 ) (12 ) Accounts payable and accrued liabilities (38 ) 35 (111 ) Pension and post-employment benefit contributions and payments (18 ) (20 ) (24 ) Other (45 ) (47 ) (45 )" }, { "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": 0.668, "confidence": "medium", "key_changes": [ "Reworded sentence: \"DOLLAR AMOUNTS IN MILLIONS AMOUNT OF CHANGE 2025 vs.\"" ], "current_body": "DOLLAR AMOUNTS IN MILLIONS AMOUNT OF CHANGE 2025 vs. 2025 2024 2024 Net sales: Structural lumber $ 2,037 $ 1,906 $ 131 Oriented strand board 762 979 (217 ) Engineered solid section 649 708 (59 ) Engineered I-joists 343 390 (47 ) Softwood plywood 155 158 (3 ) Medium density fiberboard 135 159 (24 ) Complementary building products 565 615 (50 ) Other products produced (1) 311 306 5", "prior_body": "DOLLAR AMOUNTS IN MILLIONS AMOUNT OF CHANGE 2024 vs. 2024 2023 2023 Net sales: Structural lumber $ 1,906 $ 2,123 $ (217 ) Oriented strand board 979 944 35 Engineered solid section 708 783 (75 ) Engineered I-joists 390 447 (57 ) Softwood plywood 158 166 (8 ) Medium density fiberboard 159 155 4 Complementary building products 615 704 (89 ) Other products produced (1) 306 335 (29 )" }, { "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:  $273 million in 2025 and  $269 million in 2024.\"" ], "current_body": "Our net interest expense incurred for the last two years was:  $273 million in 2025 and  $269 million in 2024. Interest expense increased by $4 million compared to 2024 primarily due to $3 million of debt extinguishment costs incurred in conjunction with the partial redemption of our $750 million 4.75 percent senior unsecured notes due in May 2026, as well as a series of debt issuances and retirements in 2025 that increased our outstanding debt, partially offset by a decrease in our weighted average interest rate. 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:  $269 million in 2024 and  $280 million in 2023. Interest expense decreased by $11 million compared to 2023 primarily due to a series of debt issuances and retirements during 2023 that decreased our average outstanding debt. Refer to Note 11: Long-Term Debt, Net for further information. Note 11: Long-Term Debt, Net" }, { "status": "MODIFIED", "current_title": "Operating income", "prior_title": "Operating income", "similarity_score": 0.657, "confidence": "medium", "key_changes": [ "Reworded sentence: \"$ 586 $ 279 $ 307 Interest income and other — 1 (1 )\"" ], "current_body": "$ 586 $ 279 $ 307 Interest income and other — 1 (1 )", "prior_body": "$ 279 $ 488 $ (209 ) Interest income and other 1 — 1" }, { "status": "MODIFIED", "current_title": "Adjusted EBITDA by Segment", "prior_title": "Adjusted EBITDA by Segment", "similarity_score": 0.646, "confidence": "medium", "key_changes": [ "Reworded sentence: \"DOLLAR AMOUNTS IN MILLIONS 2025 2024 Timberlands $ 581 $ 539 Real Estate & ENR 411 349 Wood Products 250 661 Unallocated Items (221 ) (257 ) Total $ 1,021 $ 1,292 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 57 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 57 Table of Contents Table of Contents Table of Contents 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, 2025: DOLLAR AMOUNTS IN MILLIONS REAL ESTATE WOOD UNALLOCATED TIMBERLANDS & ENR PRODUCTS ITEMS TOTAL Net earnings $ 324 Interest expense, net of capitalized interest 273 Income taxes (64 )\"" ], "current_body": "DOLLAR AMOUNTS IN MILLIONS 2025 2024 Timberlands $ 581 $ 539 Real Estate & ENR 411 349 Wood Products 250 661 Unallocated Items (221 ) (257 ) Total $ 1,021 $ 1,292 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 57 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 57 Table of Contents Table of Contents Table of Contents 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, 2025: DOLLAR AMOUNTS IN MILLIONS REAL ESTATE WOOD UNALLOCATED TIMBERLANDS & ENR PRODUCTS ITEMS TOTAL Net earnings $ 324 Interest expense, net of capitalized interest 273 Income taxes (64 ) Net contribution (charge) to earnings $ 586 $ 315 $ 55 $ (423 ) $ 533 Non-operating pension and other post-employment benefit costs(1) — — — 220 220 Interest income and other — — — (22 ) (22 ) Operating income (loss) 586 315 55 (225 ) 731 Depreciation, depletion and amortization 261 12 224 12 509 Basis of real estate sold — 84 — — 84 Special items included in operating income (loss)(2)(3)(4) (266 ) — (29 ) (8 ) (303 ) Adjusted EBITDA $ 581 $ 411 $ 250 $ (221 ) $ 1,021 (1)Non-operating pension and other post-employment benefit costs includes a pretax special item consisting of a $145 million noncash settlement charge related to the transfer of pension plan assets and liabilities to an insurance company through the purchase of agroup annuity contract.(2)Operating income (loss) for Timberlands includes pretax special items consisting of a $117 million gain on the sale of Georgia and Alabama timberlands and a $149 million gain on the sale of Oregon timberlands.(3)Operating income (loss) for Wood Products includes a pretax special item consisting of a $29 million gain on the sale of our Princeton lumber mill.(4)Operating income (loss) for Unallocated Items includes pretax special items consisting of an $18 million noncash environmental remediation charge and a $26 million insurance recovery.The table below reconciles Adjusted EBITDA by segment to net earnings for the year ended December 31, 2024: DOLLAR AMOUNTS IN MILLIONS REAL ESTATE WOOD UNALLOCATED TIMBERLANDS & ENR PRODUCTS ITEMS TOTAL Net earnings $ 396 Interest expense, net of capitalized interest 269 Income taxes 31 Net contribution (charge) to earnings $ 280 $ 216 $ 457 $ (257 ) $ 696 Non-operating pension and other post-employment benefit costs — — — 42 42 Interest income and other (1 ) — — (52 ) (53 ) Operating income (loss) 279 216 457 (267 ) 685 Depreciation, depletion and amortization 260 13 219 10 502 Basis of real estate sold — 120 — — 120 Special items included in operating income (loss)(1) — — (15 ) — (15 ) Adjusted EBITDA $ 539 $ 349 $ 661 $ (257 ) $ 1,292 (1)Operating income (loss) for Wood Products includes pretax special items consisting of a $25 million product remediation recovery and a $10 million noncash impairment charge related to the indefinite curtailment of our New Bern lumber mill.Net Earnings and Net Earnings per Diluted Share Before Special Items (Income Tax Affected)We reconcile net earnings before special items to net earnings and net earnings per diluted share before special items to net earnings per diluted share, as those are the most directly comparable U.S. GAAP measures. We believe the measures provide meaningful supplemental information for investors about our operating performance, better facilitate period to period comparisons, and are widely used by analysts, lenders, rating agencies and other interested parties. 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, 2025: DOLLAR AMOUNTS IN MILLIONS REAL ESTATE WOOD UNALLOCATED TIMBERLANDS & ENR PRODUCTS ITEMS TOTAL Net earnings $ 324 Interest expense, net of capitalized interest 273 Income taxes (64 )", "prior_body": "DOLLAR AMOUNTS IN MILLIONS 2024 2023 Timberlands $ 539 $ 646 Real Estate & ENR 349 320 Wood Products 661 905 Unallocated Items (257 ) (177 ) Total $ 1,292 $ 1,694 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, 2024: DOLLAR AMOUNTS IN MILLIONS REAL ESTATE WOOD UNALLOCATED TIMBERLANDS & ENR PRODUCTS ITEMS TOTAL Net earnings $ 396 Interest expense, net of capitalized interest 269 Income taxes 31" }, { "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, financial condition, results of operations and cash flows.", "similarity_score": 0.643, "confidence": "medium", "key_changes": [ "Reworded sentence: \"The impact of any one or more of these events or conditions may also trigger the occurrence of, or exacerbate, WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 31 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 31 Table of Contents Table of Contents Table of Contents 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.PRODUCT PRICING AND PROFITABILITYOur profitability is affected by market dynamics outside of our control.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.\"" ], "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 events, conditions or developments such as significant international trade disputes or domestic or foreign terrorist attacks, domestic or foreign 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 directly or indirectly 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, WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 31 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 31 Table of Contents Table of Contents Table of Contents 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.PRODUCT PRICING AND PROFITABILITYOur profitability is affected by market dynamics outside of our control.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 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. Excess supply of logs and wood products may adversely affect prices and margins.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.THIRD-PARTY SERVICE PROVIDERSWe 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.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.MANAGING COMMERCIAL TIMBERLANDS RISKSOur ability to harvest and deliver timber may be subject to limitations which could adversely affect our financial condition, results of operations and cash flows.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. 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: 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 events, conditions or developments such as significant international trade disputes or domestic or foreign terrorist attacks, domestic or foreign 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 directly or indirectly 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." }, { "status": "MODIFIED", "current_title": "Operating loss", "prior_title": "Operating loss", "similarity_score": 0.641, "confidence": "medium", "key_changes": [ "Reworded sentence: \"(225 ) (267 ) 42 Non-operating pension and other post-employment benefit costs (220 ) (42 ) (178 ) Interest income and other 22 52 (30 )\"" ], "current_body": "(225 ) (267 ) 42 Non-operating pension and other post-employment benefit costs (220 ) (42 ) (178 ) Interest income and other 22 52 (30 )", "prior_body": "(267 ) (222 ) (45 ) Non-operating pension and other post-employment benefit costs (42 ) (45 ) 3 Interest income and other 52 76 (24 )" }, { "status": "MODIFIED", "current_title": "Operating income", "prior_title": "Operating income", "similarity_score": 0.638, "confidence": "medium", "key_changes": [ "Reworded sentence: \"731 685 1,186 Non-operating pension and other post-employment benefit costs (Note 8) (220 ) (42 ) (45 ) Interest income and other 22 53 76 Interest expense, net of capitalized interest (273 ) (269 ) (280 )\"" ], "current_body": "$ 586 $ 279 $ 307 Interest income and other — 1 (1 )", "prior_body": "$ 279 $ 488 $ (209 ) Interest income and other 1 — 1" }, { "status": "MODIFIED", "current_title": "SHARE REPURCHASES", "prior_title": "SHARE REPURCHASES", "similarity_score": 0.632, "confidence": "medium", "key_changes": [ "Reworded sentence: \"During second quarter 2025, we completed the $1 billion purchase authorization under the share repurchase program approved by the board inSeptember 2021 (the 2021 Repurchase Program).\"" ], "current_body": "During second quarter 2025, we completed the $1 billion purchase authorization under the share repurchase program approved by the board inSeptember 2021 (the 2021 Repurchase Program). On May 8, 2025, we announced the board approved a new share repurchase program (the 2025 Repurchase Program) under which we are authorized to repurchase up to $1 billion of outstanding shares. Concurrently, the board terminated the completed purchase authorization under the 2021 Repurchase Program. We repurchased 6.1 million common shares for approximately $160 million (including transaction fees) during the year ended December 31, 2025. We repurchased 4.9 million common shares for approximately $153 million (including transaction fees) in 2024. As of December 31, 2025, we had remaining authorization of $938 million for future share repurchases. For further information on share repurchases see Note 14: Shareholders’ Interest. Note 14: Shareholders’ Interest", "prior_body": "We repurchased 4.9 million common shares for approximately $153 million (including transaction fees) during the year ended December 31, 2024. We repurchased 4.1 million common shares for approximately $125 million (including transaction fees) in 2023. As of December 31, 2024, we had remaining authorization of $99 million for future share repurchases. For further information on share repurchases see Note 14: Shareholders’ Interest. Note 14: Shareholders’ Interest" }, { "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. timber and lumber prices.", "similarity_score": 0.632, "confidence": "medium", "key_changes": [ "Reworded sentence: \"and International Trade Policy WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 34 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 34 Table of Contents Table of Contents Table of Contents Customer demand for certain brands of sustainably-produced products could reduce competition among buyers for our products or cause other adverse effects.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.\"" ], "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. For more discussion about U.S. trade policy and its potential effects on our business, see the following risk factor entitled U.S. and International Trade Policy. U.S. and International Trade Policy WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 34 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 34 Table of Contents Table of Contents Table of Contents Customer demand for certain brands of sustainably-produced products could reduce competition among buyers for our products or cause other adverse effects.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.Our business and operations could be materially adversely affected by changes in the cost or availability of raw materials and energy.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.PHYSICAL RISKS RELATED TO CLIMATE CHANGEChanges 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.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.WORKFORCE RISKOur business is dependent upon attracting, retaining and developing key personnel.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 a global pandemic or as a result of general macroeconomic, demographic 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.A strike or other work stoppage, or our inability to renew collective bargaining agreements on favorable terms, could adversely affect our financial results.A significant number of employees in our Western Timberlands and in our Wood Products businesses located in the Pacific Northwest are covered by a collective bargaining agreement, and these employees have in the recent past commenced a work stoppage that was subsequently resolved. We also have collective bargaining agreements with smaller groups of employees in various other parts of our business operations. If our unionized employees were to engage in a protracted work stoppage or if our non-unionized employees were to become unionized and thereafter commence a work stoppage, we could experience a significant disruption of operations. 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": "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. For more discussion about U.S. trade policy and its potential effects on our business, see the following risk factor entitled U.S. and International Trade Policy. U.S. and International Trade Policy WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 34 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 34 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 34 Table of Contents Table of Contents Table of Contents" }, { "status": "MODIFIED", "current_title": "Net contribution (charge) to earnings", "prior_title": "Net contribution (charge) to earnings", "similarity_score": 0.629, "confidence": "medium", "key_changes": [ "Reworded sentence: \"$ 586 $ 315 $ 55 $ (423 ) $ 533 Non-operating pension and other post-employment benefit costs(1) — — — 220 220 Interest income and other — — — (22 ) (22 )\"" ], "current_body": "$ 586 $ 315 $ 55 $ (423 ) $ 533 Non-operating pension and other post-employment benefit costs(1) — — — 220 220 Interest income and other — — — (22 ) (22 )", "prior_body": "$ 280 $ 216 $ 457 $ (257 ) $ 696 Non-operating pension and other post-employment benefit costs — — — 42 42 Interest income and other (1 ) — — (52 ) (53 )" }, { "status": "MODIFIED", "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.", "similarity_score": 0.628, "confidence": "medium", "key_changes": [ "Reworded sentence: \"Ratings decisions by these agencies include WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 40 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 40 Table of Contents Table of Contents Table of Contents maintaining, upgrading or downgrading our current rating, as well as placing the company on a \"watch list\" for possible future ratings actions.\"" ], "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 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 40 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 40 Table of Contents Table of Contents Table of Contents 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.INFORMATION TECHNOLOGY SYSTEMS AND CYBERSECURITYRisks associated with our Information Technology (IT) systems, including but not limited to security breaches, system failures or other significant disruptions, as well as risks relating to implementation of new IT systems such as delays, cost overruns and platform integration problems, could compromise our data and adversely affect our operations, reported financial results and reputation and thereby expose us to potential liability or litigation.We use IT systems to carry out our operating 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 efforts 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 or disruption; a service provider failure or error; or any one or more other causes of a security breach, system 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 us, as any such implementation could involve system failure, potential loss or corruption of our important data, security or internal control failures, delays, cost overruns and disruption to our operations. Although we have, on occasion, experienced cybersecurity threats to our data and IT 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 operations and financial results 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 any 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.We may experience risks, liabilities or other issues relating to the use of Artificial Intelligence (AI) in our business.We have recently begun using third-party developed AI tools for internal purposes, such as data and inventory management and sales and logistics optimization. Over time, we may explore the use of AI in additional areas. There can be no assurance that any current or future use of AI or machine learning technologies will achieve desired results, improve efficiency or otherwise benefit our business. AI systems are complex and may not always operate as intended, and could produce inaccurate, incomplete or biased outputs, and ineffective or inadequate AI deployment practices could result in unintended consequences. In addition, our business could be disrupted if any of the AI systems we use become unavailable due to extended outages or interruptions or because they are no longer available on commercially reasonable terms or prices.Laws, regulations and industry standards applicable to AI are rapidly evolving and may require us or our third-party providers to incur significant costs to modify or enhance our business practices to comply with such requirements, which may vary across jurisdictions.Furthermore, our competitors or other third parties may adopt AI capabilities more quickly or more effectively than we do, which could adversely affect our ability to compete and affect our business, financial condition and results of operations. In addition, the use of AI, even in limited internal applications, may give rise to new risks or liabilities, including increased governmental or regulatory scrutiny, litigation exposure, compliance requirements, ethical considerations and confidentiality or security risks. These risks could, in turn, adversely affect our reputation, business, financial condition and results of operations.UNRESOLVED STAFF COMMENTSThere 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. 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.", "prior_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": "MODIFIED", "current_title": "Net cash from operations", "prior_title": "Net cash from operations", "similarity_score": 0.628, "confidence": "medium", "key_changes": [ "Reworded sentence: \"$ 562 $ 1,008 Capital expenditures (474 ) (416 ) FAD $ 88 $ 592 Cash from product remediation recovery — (25 ) Cash contribution to our U.S.\"" ], "current_body": "$ 562 $ 1,008 Capital expenditures (474 ) (416 ) FAD $ 88 $ 592 Cash from product remediation recovery — (25 ) Cash contribution to our U.S. qualified pension plan 200 — Monticello engineered wood products facility capital expenditures 109 —", "prior_body": "$ 1,008 $ 1,433 Capital expenditures (416 ) (447 ) FAD $ 592 $ 986 Cash from product remediation recovery (25 ) —" }, { "status": "MODIFIED", "current_title": "Summary of Financial Results", "prior_title": "Summary of Financial Results", "similarity_score": 0.627, "confidence": "medium", "key_changes": [ "Reworded sentence: \"DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES AMOUNT OF CHANGE 2025 vs.\"" ], "current_body": "DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES AMOUNT OF CHANGE 2025 vs. 2025 2024 2024 Net sales $ 6,905 $ 7,124 $ (219 ) Costs of sales $ 5,880 $ 5,811 $ 69 Operating income $ 731 $ 685 $ 46 Net earnings $ 324 $ 396 $ (72 ) Basic and diluted earnings per share $ 0.45 $ 0.54 $ (0.09 )", "prior_body": "DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES AMOUNT OF CHANGE 2024 vs. 2024 2023 2023 Net sales $ 7,124 $ 7,674 $ (550 ) Costs of sales $ 5,811 $ 5,992 $ (181 ) Operating income $ 685 $ 1,186 $ (501 ) Net earnings $ 396 $ 839 $ (443 ) Basic and diluted earnings per share $ 0.54 $ 1.15 $ (0.61 )" }, { "status": "MODIFIED", "current_title": "Net charge to earnings", "prior_title": "Net charge to earnings", "similarity_score": 0.605, "confidence": "medium", "key_changes": [ "Reworded sentence: \"$ (423 ) $ (257 ) $ (166 ) Net charge to earnings increased by $166 million — 65 percent — primarily due to:  a $178 million increase in non-operating pension and other post-employment benefit costs, primarily attributable to a $145 million pension settlement charge (refer to Note 8: Pension and Other Post-Employment Benefit Plans); Note 8: Pension and Other Post-Employment Benefit Plans  a $30 million decrease in interest income and other, primarily attributable to a decrease in cash and cash equivalents and  a $12 million increase in unallocated corporate function and variable compensation expense.\"" ], "current_body": "$ (423 ) $ (257 ) $ (166 ) Net charge to earnings increased by $166 million — 65 percent — primarily due to:  a $178 million increase in non-operating pension and other post-employment benefit costs, primarily attributable to a $145 million pension settlement charge (refer to Note 8: Pension and Other Post-Employment Benefit Plans); Note 8: Pension and Other Post-Employment Benefit Plans  a $30 million decrease in interest income and other, primarily attributable to a decrease in cash and cash equivalents and  a $12 million increase in unallocated corporate function and variable compensation expense. These changes were partially offset by a $48 million decrease in other, net, primarily attributable to a $30 million increase in insurance recoveries, as well as a $7 million increase in the benefit from elimination of intersegment profit in inventory and LIFO.", "prior_body": "$ (257 ) $ (191 ) $ (66 ) Net charge to earnings increased by $66 million — 35 percent — primarily due to:  a $27 million increase in unallocated corporate function and variable compensation expense;  a $24 million decrease in interest income and other, primarily attributable to a decrease in our cash and short-term investment accounts and  a $7 million decrease in elimination of intersegment profit in inventory and LIFO." }, { "status": "MODIFIED", "current_title": "LINE OF CREDIT", "prior_title": "LINE OF CREDIT", "similarity_score": 0.599, "confidence": "low", "key_changes": [ "Reworded sentence: \"In June 2025, we amended and restated our senior unsecured revolving credit facility to extend the expiration date to June 2030, while increasing borrowing capacity from $1.5 billion to $1.75 billion.\"" ], "current_body": "In June 2025, we amended and restated our senior unsecured revolving credit facility to extend the expiration date to June 2030, while increasing borrowing capacity from $1.5 billion to $1.75 billion. Borrowings will bear interest at a floating rate based on either the adjusted term Secured Overnight Financing Rate (SOFR) plus a spread or a mutually agreed-upon base rate plus a spread. As of December 31, 2025 and 2024, we had no outstanding borrowings on the revolving credit facility. Refer to Note 10: Line of Credit and Commercial Paper Program for further information. Note 10: Line of Credit and Commercial Paper Program", "prior_body": "We had no outstanding borrowings on our $1.5 billion five-year senior unsecured revolving credit facility as of December 31, 2024 or December 31, 2023. This credit facility expires in March 2028. Refer to Note 10: Line of Credit for further information. Note 10: Line of Credit" }, { "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": 0.597, "confidence": "low", "key_changes": [ "Reworded sentence: \"If our unionized employees were to engage in a protracted work stoppage or if our non-unionized employees were to become unionized and thereafter commence a work stoppage, we could experience a significant disruption of operations.\"", "Reworded sentence: \"WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 35 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 35 Table of Contents Table of Contents Table of Contents PENSION PLAN LIABILITY RISKVolatility 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.A portion of our current and former employees have accrued benefits under our defined benefit pension plans.\"" ], "current_body": "A significant number of employees in our Western Timberlands and in our Wood Products businesses located in the Pacific Northwest are covered by a collective bargaining agreement, and these employees have in the recent past commenced a work stoppage that was subsequently resolved. We also have collective bargaining agreements with smaller groups of employees in various other parts of our business operations. If our unionized employees were to engage in a protracted work stoppage or if our non-unionized employees were to become unionized and thereafter commence a work stoppage, we could experience a significant disruption of operations. 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. WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 35 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 35 Table of Contents Table of Contents Table of Contents PENSION PLAN LIABILITY RISKVolatility 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.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 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.STRATEGIC INITIATIVES AND EXECUTION RISKOur business and financial results may be adversely affected if we are unable to successfully execute on important strategic initiatives.Our strategic initiatives are designed to improve our results of operations and drive long-term shareholder value, and our financial plans contemplate a combination of important strategic growth initiatives across segments. These initiatives include, among others, optimizing cash flow through operational excellence and opportunistic acquisitions and divestitures, expanding capacity and distribution for our timber and wood products, reducing costs to achieve industry-leading cost structure, innovating in higher-margin products and pursuing opportunities in new and emerging markets. For example, through our Timberlands business we are pursuing opportunities to expand exports in Asia, Europe, the Middle East and Africa, and through our Real Estate, Energy & Natural Resources business we are pursuing opportunities to participate in new and emerging markets for forest carbon credits, renewable energy, carbon storage and biocarbon. In our Wood Products segment, we are making strategic capital investments in our Lumber business, expanding the footprint of our Distribution business and investing resources in new product development. The success of these endeavors is subject to many known and unknown risks. Known risks include but are not limited to market acceptance or changes in demand for our products and services as these markets evolve over time. Domestic and foreign political and regulatory developments could also make these business opportunities less profitable or even impossible to pursue. We are also investing significant capital resources in constructing a new TimberStrand® manufacturing facility, and our ability to realize our projected financial and other benefits of the project is also subject to many known and unknown risks. These include but are not limited to our ability to timely complete construction of the facility, our ability to procure necessary government licenses, approvals and permits, our receipt of certain tax abatement and related financial incentives from state and local governments and the performance of vendors and contractors. There can be no assurance that we will be able to successfully implement any one or more of our important strategic growth initiatives in accordance with our expectations or that our initiatives, even if implemented, will lead to successful achievement of our objectives. If we are not able to successfully implement our initiatives, our business and financial results could be adversely affected.We may be unsuccessful in carrying out our acquisition strategy.We intend to strategically pursue acquisitions in all of our business segments 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. Our joint ventures may pose unique risks.We currently participate in joint venture and other business partnering structures, and we may in the future participate in additional such arrangements with the same or other parties and with varying business objectives and investment terms. We may also increase our capital investment or otherwise expand our interests in existing joint venture arrangements and partnering structures. Any of these arrangements involve risks including, but not limited to, the risk that one or more of our partners, none of which we control, fail to abide by our agreed upon terms or otherwise take actions that are contrary to our interests, policies or objectives, which could adversely affect our ability to achieve our goals and thereby adversely affect our results of operations, financial condition and cash flows. FOREIGN CURRENCY RISKWe will be affected by changes in currency exchange rates.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.", "prior_body": "A significant number of employees in our Western Timberlands and in our Wood Products businesses located in the Pacific Northwest are covered by a collective bargaining agreement, and these employees have in the recent past commenced a work stoppage that was subsequently resolved. We also have collective bargaining agreements with smaller groups of employees in various other parts of our business operations. 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. WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 35 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 35 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 35 Table of Contents Table of Contents Table of Contents" }, { "status": "MODIFIED", "current_title": "Net earnings", "prior_title": "Net earnings", "similarity_score": 0.59, "confidence": "low", "key_changes": [ "Reworded sentence: \"$ 324 $ 396 Environmental remediation charge 14 — Gain on sale of lumber mill (21 ) — Gain on sale of timberlands (266 ) — Insurance recovery (19 ) — Pension settlement charge 111 — Product remediation recovery — (19 ) Restructuring, impairments and other charges — 7\"" ], "current_body": "$ 324 $ 396 Environmental remediation charge 14 — Gain on sale of lumber mill (21 ) — Gain on sale of timberlands (266 ) — Insurance recovery (19 ) — Pension settlement charge 111 — Product remediation recovery — (19 ) Restructuring, impairments and other charges — 7", "prior_body": "$ 396 $ 839 Environmental remediation charge — 8 Gain on sale of timberlands — (83 ) Insurance recovery — (10 ) Legal benefit — (25 ) Legal expense — 20 Product remediation recovery (19 ) — Restructuring, impairments and other charges 7 —" }, { "status": "MODIFIED", "current_title": "COMPARING 2025 WITH 2024", "prior_title": "COMPARING 2024 WITH 2023", "similarity_score": 0.589, "confidence": "low", "key_changes": [ "Reworded sentence: \"Net Sales Net sales decreased $219 million — 3 percent — primarily due to a $264 million decrease in Wood Products net sales attributable to decreased sales realizations across most product lines, as well as an $18 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased log sales realizations and volumes in the Western region.\"" ], "current_body": "Net Sales Net sales decreased $219 million — 3 percent — primarily due to a $264 million decrease in Wood Products net sales attributable to decreased sales realizations across most product lines, as well as an $18 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased log sales realizations and volumes in the Western region. These decreases were partially offset by a $63 million increase in Real Estate, Energy and Natural Resources net sales attributable to an increase in average price per acre sold.", "prior_body": "Net Sales Net sales decreased $550 million — 7 percent — primarily due to a $436 million decrease in Wood Products net sales attributable to decreased sales realizations and sales volumes across most product lines, as well as a $142 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased log sales realizations and sales volumes in the Western and Southern regions." }, { "status": "MODIFIED", "current_title": "CREDIT RATINGS", "prior_title": "CREDIT RATINGS", "similarity_score": 0.583, "confidence": "low", "key_changes": [ "Reworded sentence: \"As of December 31, 2025, our long-term issuer credit rating was BBB and Baa2 from S&P and Moody’s, respectively.\"" ], "current_body": "As of December 31, 2025, 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:  $606 million in 2025 and  $684 million in 2024. WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 55 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 55 Table of Contents Table of Contents Table of Contents The decrease in dividends paid is primarily due to a supplemental dividend of $0.14 per share based on 2023 financial results for a total of $102 million paid in first quarter 2024.Under our cash return framework, we plan to supplement our base dividend with an additional return of variable cash, as appropriate, in the form of share repurchase and/or a supplemental cash dividend to achieve our targeted total return to shareholders of 75 to 80 percent of annual Adjusted Funds Available for Distribution (Adjusted FAD). For further information on Adjusted FAD see Performance and Liquidity Measures.SHARE REPURCHASESDuring second quarter 2025, we completed the $1 billion purchase authorization under the share repurchase program approved by the board inSeptember 2021 (the 2021 Repurchase Program). On May 8, 2025, we announced the board approved a new share repurchase program (the 2025 Repurchase Program) under which we are authorized to repurchase up to $1 billion of outstanding shares. Concurrently, the board terminated the completed purchase authorization under the 2021 Repurchase Program.We repurchased 6.1 million common shares for approximately $160 million (including transaction fees) during the year ended December 31, 2025. We repurchased 4.9 million common shares for approximately $153 million (including transaction fees) in 2024. As of December 31, 2025, we had remaining authorization of $938 million for future share repurchases. For further information on share repurchases see Note 14: Shareholders’ Interest.OUR CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTSMore details about our contractual obligations and commercial commitments are in Note 8: Pension and Other Post-Employment Benefit Plans, Note 10: Line of Credit and Commercial Paper Program, Note 11: Long-Term Debt, Net, Note 12: Fair Value of Financial Instruments, Note 13: Legal Proceedings, Commitments and Contingencies, Note 16: Leases and Note 18: Income Taxes.Significant Contractual Obligations as of December 31, 2025Significant contractual obligations as of December 31, 2025 include our long-term debt obligations and lease obligations. Refer to Note 11: Long-Term Debt, Net, Note 12: Fair Value of Financial Instruments and Note 16: Leases for further information. Additional significant contractual obligations are included below. 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) $ 1,751 $ 274 $ 474 $ 309 $ 694 Purchase obligations(2) $ 346 $ 166 $ 132 $ 15 $ 33 Employee-related obligations(3) $ 263 $ 125 $ 19 $ 17 $ 34 (1)Amounts presented for interest payments assume that all long-term debt obligations outstanding as of December 31, 2025 will remain outstanding until maturity. Interest payments related to our $800 million term loan due in 2028 are treated as fixed due to the impact of the related interest rate swap.(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.(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 2027 onward. Estimated payments of contractually obligated post-employment benefits are not included due to the uncertainty of payment timing.OFF-BALANCE SHEET ARRANGEMENTSOff-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 and Commercial Paper Program contains our disclosures of surety bonds and letters of credit. ENVIRONMENTAL MATTERS, LEGAL PROCEEDINGS AND OTHER CONTINGENCIES See Note 13: Legal Proceedings, Commitments and Contingencies. The decrease in dividends paid is primarily due to a supplemental dividend of $0.14 per share based on 2023 financial results for a total of $102 million paid in first quarter 2024. Under our cash return framework, we plan to supplement our base dividend with an additional return of variable cash, as appropriate, in the form of share repurchase and/or a supplemental cash dividend to achieve our targeted total return to shareholders of 75 to 80 percent of annual Adjusted Funds Available for Distribution (Adjusted FAD). For further information on Adjusted FAD see Performance and Liquidity Measures. Performance and Liquidity Measures", "prior_body": "As of December 31, 2024, 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:  $684 million in 2024 and  $1,216 million in 2023. The decrease in dividends paid is primarily due to a supplemental dividend of $0.14 per share based on 2023 financial results for a total of $102 million paid in first quarter 2024 in comparison 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. Under our cash return framework, we plan to supplement our base dividend with an additional return of variable cash, as appropriate, in the form of a supplemental cash dividend and/or share repurchase to achieve our targeted total return to shareholders of 75 to 80 percent of annual Adjusted Funds Available for Distribution (Adjusted FAD). For further information on Adjusted FAD see Performance and Liquidity Measures. Performance and Liquidity Measures" }, { "status": "MODIFIED", "current_title": "Operating Income", "prior_title": "Operating Income", "similarity_score": 0.582, "confidence": "low", "key_changes": [ "Reworded sentence: \"Operating income increased $46 million — 7 percent — primarily due to:  a $266 million increase in gain on sale of timberlands (refer to: Note 4: Timberland Acquisitions and Divestitures); Note 4: Timberland Acquisitions and Divestitures  a $43 million increase in insurance recoveries;  a $29 million gain on the sale of our Princeton lumber mill in third quarter 2025;  a $27 million decrease in general and administrative expenses and  a $10 million decrease in noncash impairment charges.\"" ], "current_body": "Operating income increased $46 million — 7 percent — primarily due to:  a $266 million increase in gain on sale of timberlands (refer to: Note 4: Timberland Acquisitions and Divestitures); Note 4: Timberland Acquisitions and Divestitures  a $43 million increase in insurance recoveries;  a $29 million gain on the sale of our Princeton lumber mill in third quarter 2025;  a $27 million decrease in general and administrative expenses and  a $10 million decrease in noncash impairment charges. These changes were partially offset by:  a $288 million decrease in consolidated gross margin (see discussion of components above);  a $25 million decrease in product remediation recoveries received and  an $18 million noncash environmental remediation charge recorded in fourth quarter 2025. Refer to the breakout of these items in Note 17: Other Operating Costs, Net. Note 17: Other Operating Costs, Net", "prior_body": "Operating income decreased $501 million — 42 percent — primarily due to a $369 million decrease in consolidated gross margin (see discussion of components above), as well as an $84 million decrease in gain on sale of timberlands (refer to Note 4: Timberland Acquisitions and Divestitures). Note 4: Timberland Acquisitions and Divestitures" }, { "status": "MODIFIED", "current_title": "INCOME TAXES", "prior_title": "INCOME TAXES", "similarity_score": 0.562, "confidence": "low", "key_changes": [ "Reworded sentence: \"AMOUNTS PER SHARE 2025 2024 Common - capital gain distribution $ 0.84 $ 0.94 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 52 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 52 Table of Contents Table of Contents Table of Contents 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: \"Our provision for income taxes the last two years was:  $64 million benefit in 2025 and  $31 million expense in 2024.\"" ], "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 2025 2024 Common - capital gain distribution $ 0.84 $ 0.94 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 52 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 52 Table of Contents Table of Contents Table of Contents 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:  $64 million benefit in 2025 and  $31 million expense in 2024. Income tax expense decreased by $95 million compared to 2024, resulting in a net benefit position, primarily due to a significant decrease in our TRS earnings in 2025 and the effect of a $34 million tax benefit related to the noncash pretax settlement charge recorded in connection with our U.S. pension plan, as well as a decrease in our effective tax rate.Refer to Note 8: Pension and Other Post-Employment Benefit Plans and Note 18: Income Taxes for further information. LIQUIDITY AND CAPITAL RESOURCES We are committed to maintaining an appropriate capital structure that provides financial flexibility and enables us to protect the interests of our shareholders and meet our obligations to our lenders, while also maintaining access to all major financial markets. As of December 31, 2025, we had $464 million in cash and cash equivalents, $1.75 billion of availability on our line of credit, which expires in June 2030, and $1.75 billion of availability on our commercial paper program. We believe we have sufficient liquidity to meet our cash requirements for the foreseeable future.CASH FROM OPERATIONSConsolidated net cash from operations was:  $562 million in 2025 and  $1,008 million in 2024. COMPARING 2025 WITH 2024Net cash from operations decreased by $446 million, primarily due to decreased cash inflows from our business operations, as well as a $201 million increase in pension and post-employment benefit contributions and payments, as discussed below. Refer to Note 8: Pension and Other Post-Employment Benefit Plans for further information.Pension Contributions and Benefit Payments Made and ExpectedDuring 2025, we contributed a total of $219 million to our pension and post-employment benefit plans, including a $200 million voluntary contribution to our U.S. qualified pension plan, compared to a total of $18 million during 2024.For 2026, 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.INVESTING IN OUR BUSINESSCash from investing activities includes items such as:  capital expenditures for property, equipment and reforestation,  acquisitions and divestitures of timberlands,  proceeds from sales of assets and operations and  purchases and maturities of short-term investments. Consolidated net cash from investing activities was:  $(475) million in 2025 and  $(636) million in 2024. COMPARING 2025 WITH 2024Net cash from investing activities increased by $161 million, primarily due to a $405 million increase in proceeds from the sale of timberlands and a $61 million increase in proceeds from the sale of our Princeton lumber mill, partially offset by a $218 million increase in cash spent on the acquisition of timberlands and a $59 million increase in capital expenditures for property and equipment. 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:  $64 million benefit in 2025 and  $31 million expense in 2024. Income tax expense decreased by $95 million compared to 2024, resulting in a net benefit position, primarily due to a significant decrease in our TRS earnings in 2025 and the effect of a $34 million tax benefit related to the noncash pretax settlement charge recorded in connection with our U.S. pension plan, as well as a decrease in our effective tax rate. Refer to Note 8: Pension and Other Post-Employment Benefit Plans and Note 18: Income Taxes for further information. Note 8: Pension and Other Post-Employment Benefit Plans Note 18: Income Taxes", "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 2024 2023 Common - capital gain distribution $ 0.94 $ 1.66 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 > 2024 ANNUAL REPORT AND FORM 10-K 51 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 51 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 51 Table of Contents Table of Contents Table of Contents Our provision for income taxes the last two years was:  $31 million in 2024 and  $98 million in 2023. Income tax expense decreased by $67 million compared to 2023 primarily due to decreases in our pretax earnings and effective income tax rate. Refer to Note 18: Income Taxes for further information. Note 18: Income Taxes" }, { "status": "MODIFIED", "current_title": "Operating income (loss)", "prior_title": "Operating income (loss)", "similarity_score": 0.546, "confidence": "low", "key_changes": [ "Reworded sentence: \"586 315 55 (225 ) 731 Depreciation, depletion and amortization 261 12 224 12 509 Basis of real estate sold — 84 — — 84 Special items included in operating income (loss)(2)(3)(4) (266 ) — (29 ) (8 ) (303 )\"" ], "current_body": "586 315 55 (225 ) 731 Depreciation, depletion and amortization 261 12 224 12 509 Basis of real estate sold — 84 — — 84 Special items included in operating income (loss)(2)(3)(4) (266 ) — (29 ) (8 ) (303 )", "prior_body": "279 216 457 (267 ) 685 Depreciation, depletion and amortization 260 13 219 10 502 Basis of real estate sold — 120 — — 120 Special items included in operating income (loss)(1) — — (15 ) — (15 )" }, { "status": "MODIFIED", "current_title": "INFORMATION ABOUT COMMON SHARE REPURCHASES", "prior_title": "INFORMATION ABOUT COMMON SHARE REPURCHASES", "similarity_score": 0.532, "confidence": "low", "key_changes": [ "Reworded sentence: \"The following table provides information with respect to purchases of common shares made by the company during fourth quarter 2025: 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 2025 PURCHASED PER SHARE PROGRAMS PROGRAMS October 1 - October 31 — $ — — $ 948,405,098 November 1 - November 30 — $ — — $ 948,405,098 December 1 - December 31 427,576 $ 23.39 427,576 $ 938,405,144 Total 427,576 $ 23.39 427,576 During second quarter 2025, we completed the $1 billion purchase authorization under the share repurchase program approved by the board inSeptember 2021 (the 2021 Repurchase Program).\"" ], "current_body": "The following table provides information with respect to purchases of common shares made by the company during fourth quarter 2025: 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 2025 PURCHASED PER SHARE PROGRAMS PROGRAMS October 1 - October 31 — $ — — $ 948,405,098 November 1 - November 30 — $ — — $ 948,405,098 December 1 - December 31 427,576 $ 23.39 427,576 $ 938,405,144 Total 427,576 $ 23.39 427,576 During second quarter 2025, we completed the $1 billion purchase authorization under the share repurchase program approved by the board inSeptember 2021 (the 2021 Repurchase Program). On May 8, 2025, we announced the board approved a new share repurchase program (the 2025 Repurchase Program) under which we are authorized to repurchase up to $1 billion of outstanding shares. Concurrently, the board terminated the completed purchase authorization under the 2021 Repurchase Program. During fourth quarter 2025, we repurchased 427,576 common shares for approximately $10 million (including transaction fees) under the 2025 Repurchase Program in open-market transactions. Transaction fees incurred for repurchases are not counted as use of funds authorized for repurchase under the 2025 Repurchase Program. As of December 31, 2025, we had remaining authorization of $938 million for future share repurchases. WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 43 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 43 Table of Contents Table of Contents Table of Contents COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURNWeyerhaeuser Company, S&P 500 and S&P Global Timber & Forestry Index PERFORMANCE GRAPH ASSUMPTIONS  Assumes $100 invested on December 31, 2020, 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. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A) WHAT YOU WILL FIND IN THIS MD&A Our MD&A includes the following major sections:  economic and market conditions affecting our operations;  financial performance summary;  results of 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, 2023, refer to this same section in our 2024 annual report on Form 10-K as filed with the Securities and Exchange Commission on February 14, 2025. ECONOMIC AND MARKET CONDITIONS AFFECTING OUR OPERATIONS Our market conditions and the strength of the broader U.S. economy are, and will continue to be, influenced by the trajectory of activity in the U.S. housing and repair and remodel segments, inflation trends and interest rates. The demand for sawlogs within our Timberlands segment is directly affected by domestic production of wood-based building products. The strength of the U.S. housing market, particularly new residential construction, strongly affects demand in our Wood Products segment, as does repair and remodeling activity. Seasonal weather patterns impact the level of construction activity in the U.S., which in turn affects demand for our logs and wood products. Our Timberlands segment, particularly the Western region, is also affected by export demand and trade policy. Japanese housing starts are a key driver of export log demand in Japan. The demand for pulpwood from our Timberlands segment is directly affected by the production of pulp, paper and oriented strand board (OSB), as well as the demand for biofuels, such as wood-burning pellets made from pulpwood. Our Timberlands segment is also influenced by the availability of harvestable timber. In general, Western log markets are highly tensioned by available supply, while Southern log markets have", "prior_body": "The following table provides information with respect to purchases of common shares made by the company during fourth quarter 2024: 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 2024 PURCHASED PER SHARE PROGRAMS PROGRAMS October 1 - October 31 238,742 $ 32.72 238,742 $ 119,483,627 November 1 - November 30 — $ — — $ 119,483,627 December 1 - December 31 686,859 $ 30.18 686,859 $ 98,753,490 Total 925,601 $ 30.84 925,601 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 2024, we repurchased 925,601 common shares for approximately $28 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, 2024, we had remaining authorization of $99 million for future share repurchases." }, { "status": "MODIFIED", "current_title": "Net cash from financing activities", "prior_title": "SUMMARY OF LONG-TERM DEBT OBLIGATIONS AS OF DECEMBER 31, 2024", "similarity_score": 0.509, "confidence": "low", "key_changes": [ "Reworded sentence: \"$ (290 ) $ (852 ) WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 60 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 60 Table of Contents Table of Contents Table of Contents QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK LONG-TERM DEBT OBLIGATIONS The following summary of our long-term debt obligations includes:  scheduled principal repayments for the next five years and after;  weighted average interest rates for debt maturing in each of the next five years and after and  estimated fair values of outstanding obligations.\"" ], "current_body": "$ (290 ) $ (852 ) WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 60 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 60 Table of Contents Table of Contents Table of Contents QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK LONG-TERM DEBT OBLIGATIONS The following summary of our long-term debt obligations includes:  scheduled principal repayments for the next five years and after;  weighted average interest rates for debt maturing in each of the next five years and after and  estimated fair values of outstanding obligations. We estimate the fair value of long-term debt based on quoted market prices we receive for the same types and issues of our debt or on the discounted value of the future cash flows using market yields for the same type and comparable issues of debt. Changes in market rates of interest affect the fair value of our fixed-rate debt. SUMMARY OF LONG-TERM DEBT OBLIGATIONS AS OF DECEMBER 31, 2025 DOLLAR AMOUNTS IN MILLIONS 2026 2027 2028 2029 2030 THEREAFTER TOTAL(1) FAIR VALUE Fixed-rate debt $ 522 $ 300 $ — $ 750 $ 750 $ 1,935 $ 4,257 $ 4,242 Weighted average interest rate 6.26 % 6.95 % — % 4.00 % 4.00 % 5.40 % 5.12 % N/A Variable-rate debt(2) $ — $ — $ 1,050 $ — $ 300 $ — $ 1,350 $ 1,350 (1)Excludes $35 million of unamortized discounts and capitalized debt expense.(2)As of December 31, 2025, the weighted average interest rate for our variable-rate debt was 5.05%, excluding estimated patronage refunds and the impact of interest rate swaps.In 2025, we entered into interest rate swaps with the risk management objective of managing exposure to interest rate volatility by converting variable rate debt obligations associated with our new $800 million term loan into fixed rate payments. The interest rate swaps provide the right to make fixed rate payments to the counterparty in exchange for variable, SOFR-based payments on a monthly settlement schedule. As of December 31, 2025, our interest rate swap agreements with an aggregate notional amount of $800 million were designated as cash flow hedging instruments of variable, SOFR-based interest payments on our $800 million term loan. No comparable activity was present as of and for the year ended December 31, 2024.", "prior_body": "DOLLAR AMOUNTS IN MILLIONS 2025 2026 2027 2028 2029 THEREAFTER TOTAL(1) FAIR VALUE Fixed-rate debt $ 210 $ 1,022 $ 300 $ — $ 750 $ 2,583 $ 4,865 $ 4,757 Average interest rate 8.31 % 5.52 % 6.95 % — % 4.00 % 5.06 % 5.25 % N/A Variable-rate debt(2) $ — $ — $ — $ 250 $ — $ — $ 250 $ 250 (1)Excludes $39 million of unamortized discounts and capitalized debt expense. Excludes $39 million of unamortized discounts and capitalized debt expense. (2)As of December 31, 2024, the interest rate for our variable-rate debt was 6.31%, excluding estimated patronage refunds. As of December 31, 2024, the interest rate for our variable-rate debt was 6.31%, excluding estimated patronage refunds. WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 59 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 59 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 59 Table of Contents Table of Contents Table of Contents" }, { "status": "MODIFIED", "current_title": "COMPARING 2025 WITH 2024", "prior_title": "COMPARING 2024 WITH 2023", "similarity_score": 0.501, "confidence": "low", "key_changes": [ "Reworded sentence: \"Net Sales Net sales increased $63 million — 16 percent — primarily due to an increase in average price per acre sold and an increase in right-of-way easements and royalty income from our Energy and Natural Resources business, partially offset by a decrease in acres sold.\"" ], "current_body": "Net Sales Net sales decreased $219 million — 3 percent — primarily due to a $264 million decrease in Wood Products net sales attributable to decreased sales realizations across most product lines, as well as an $18 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased log sales realizations and volumes in the Western region. These decreases were partially offset by a $63 million increase in Real Estate, Energy and Natural Resources net sales attributable to an increase in average price per acre sold.", "prior_body": "Net Sales Net sales decreased $550 million — 7 percent — primarily due to a $436 million decrease in Wood Products net sales attributable to decreased sales realizations and sales volumes across most product lines, as well as a $142 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased log sales realizations and sales volumes in the Western and Southern regions." }, { "status": "MODIFIED", "current_title": "COMPARING 2025 WITH 2024", "prior_title": "COMPARING 2024 WITH 2023", "similarity_score": 0.499, "confidence": "low", "key_changes": [ "Reworded sentence: \"Net cash from financing activities increased by $562 million, primarily due to a $1,199 million increase in net proceeds from issuance of long-term debt and a $78 million decrease in cash paid for dividends, partially offset by a $712 million increase in payments on long-term debt.\"" ], "current_body": "Net Sales Net sales decreased $219 million — 3 percent — primarily due to a $264 million decrease in Wood Products net sales attributable to decreased sales realizations across most product lines, as well as an $18 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased log sales realizations and volumes in the Western region. These decreases were partially offset by a $63 million increase in Real Estate, Energy and Natural Resources net sales attributable to an increase in average price per acre sold.", "prior_body": "Net Sales Net sales decreased $550 million — 7 percent — primarily due to a $436 million decrease in Wood Products net sales attributable to decreased sales realizations and sales volumes across most product lines, as well as a $142 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased log sales realizations and sales volumes in the Western and Southern regions." }, { "status": "MODIFIED", "current_title": "Net earnings", "prior_title": "Net earnings", "similarity_score": 0.475, "confidence": "low", "key_changes": [ "Reworded sentence: \"$ 324 $ 396 $ 839 Basic and diluted earnings per share (Note 5): $ 0.45 $ 0.54 $ 1.15 Weighted average shares outstanding (in thousands) (Note 5): Basic 723,162 728,398 731,654 Diluted 723,567 728,957 732,222 See accompanying Notes to Consolidated Financial Statements.\"" ], "current_body": "$ 324 $ 396 Environmental remediation charge 14 — Gain on sale of lumber mill (21 ) — Gain on sale of timberlands (266 ) — Insurance recovery (19 ) — Pension settlement charge 111 — Product remediation recovery — (19 ) Restructuring, impairments and other charges — 7", "prior_body": "$ 396 $ 839 Environmental remediation charge — 8 Gain on sale of timberlands — (83 ) Insurance recovery — (10 ) Legal benefit — (25 ) Legal expense — 20 Product remediation recovery (19 ) — Restructuring, impairments and other charges 7 —" }, { "status": "MODIFIED", "current_title": "Net Contribution to Earnings", "prior_title": "Operating Income and Net Contribution to Earnings", "similarity_score": 0.473, "confidence": "low", "key_changes": [ "Reworded sentence: \"Net contribution to earnings increased $306 million — 109 percent — primarily due to a $266 million increase in gain on sale of timberlands (refer to Note 4: Timberland Acquisitions and Divestitures), as well as the change in the components of gross margin, as discussed above.\"" ], "current_body": "Net contribution to earnings increased $306 million — 109 percent — primarily due to a $266 million increase in gain on sale of timberlands (refer to Note 4: Timberland Acquisitions and Divestitures), as well as the change in the components of gross margin, as discussed above. Note 4: Timberland Acquisitions and Divestitures WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 49 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 49 Table of Contents Table of Contents Table of Contents REAL ESTATE, ENERGY AND NATURAL RESOURCESHOW WE DIDWe report acres sold and average price per acre for our Real Estate, Energy and Natural Resources (Real Estate & ENR) segment in Our Business/What We Do/Real Estate, Energy and Natural Resources.Net Sales and Net Contribution to Earnings for Real Estate, Energy and Natural Resources DOLLAR AMOUNTS IN MILLIONS AMOUNT OF CHANGE 2025 vs. 2025 2024 2024 Net sales to unaffiliated buyers: Real estate $ 330 $ 280 $ 50 Energy and natural resources 124 111 13 Total segment net sales $ 454 $ 391 $ 63 Costs of sales $ 117 $ 152 $ (35 ) Operating income and Net contribution to earnings $ 315 $ 216 $ 99 The volume of real estate sales is a function of many factors, including the general state of the economy, demand in local real estate markets, the ability of buyers to obtain financing, the number of competing properties listed for sale, the seasonal nature of sales, the plans of adjacent landowners, our expectations of future price appreciation, the timing of harvesting activities and the availability of government and not-for-profit funding. In any period, the average price per acre will vary based on the location and physical characteristics of parcels sold.COMPARING 2025 WITH 2024Net SalesNet sales increased $63 million — 16 percent — primarily due to an increase in average price per acre sold and an increase in right-of-way easements and royalty income from our Energy and Natural Resources business, partially offset by a decrease in acres sold.Costs of SalesCosts of sales decreased $35 million — 23 percent — primarily due to a decrease in acres sold.Operating Income and Net Contribution to EarningsOperating income and net contribution to earnings increased $99 million — 46 percent — primarily due to the change in the components of gross margin, as discussed above.", "prior_body": "Operating income and net contribution to earnings increased $5 million — 2 percent — primarily due to the change in the components of gross margin, as discussed above. WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 49 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 49 WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 49 Table of Contents Table of Contents Table of Contents" }, { "status": "UNCHANGED", "current_title": "PERFORMANCE AND LIQUIDITY MEASURES", "prior_title": "PERFORMANCE AND LIQUIDITY MEASURES", "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." }, { "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 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": "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": "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. 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": "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 (Real Estate & ENR) 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": "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 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": "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": "Operating income (loss)", "prior_title": "Operating income (loss)", "current_body": "586 315 55 (225 ) 731 Depreciation, depletion and amortization 261 12 224 12 509 Basis of real estate sold — 84 — — 84 Special items included in operating income (loss)(2)(3)(4) (266 ) — (29 ) (8 ) (303 )" }, { "status": "UNCHANGED", "current_title": "CRITICAL ACCOUNTING ESTIMATES", "prior_title": "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." }, { "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 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": "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": "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": "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. 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": "Net contribution (charge) to earnings", "prior_title": "Net contribution (charge) to earnings", "current_body": "$ 586 $ 315 $ 55 $ (423 ) $ 533 Non-operating pension and other post-employment benefit costs(1) — — — 220 220 Interest income and other — — — (22 ) (22 )" }, { "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": "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 financial condition.", "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": "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, which it continued through 2023. Although the Federal Reserve began reducing rates in 2024, they remain well above pre-2022 levels. 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": "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": "TIMBERLANDS", "prior_title": "TIMBERLANDS", "current_body": "HOW WE DID We report sales volumes and fee harvest volumes for our Timberlands segment in Our Business/What We Do/Timberlands. Our Business/What We Do/Timberlands" }, { "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" }, { "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": "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": "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 Internal Revenue Code (IRC or Code) 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": "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": "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": "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, results of operations and cash flows.", "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": "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": "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": "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": "Our financial condition, results of operations and cash flows could be materially adversely affected by changes in product mix or pricing.", "prior_title": "Our financial condition, results of operations and cash flows could be materially adversely affected by changes in product mix or pricing.", "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." }, { "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 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": "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." }, { "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 financial condition, 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": "Adjusted FAD", "prior_title": "Adjusted FAD", "current_body": "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 2025 2024" }, { "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, financial condition, 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, inflation, 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": "Our business is dependent upon attracting, retaining and developing key personnel.", "prior_title": "Our business is dependent upon attracting, retaining and developing key personnel.", "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 a global pandemic or as a result of general macroeconomic, demographic 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." }, { "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 more than 10 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": "Risks associated with our Information Technology (IT) systems, including but not limited to security breaches, system failures or other significant disruptions, as well as risks relating to implementation of new IT systems such as delays, cost overruns and platform integration problems, could compromise our data and adversely affect our operations, reported financial results and reputation and thereby expose us to potential liability or litigation.", "prior_title": "Risks associated with our Information Technology (IT) systems, including but not limited to security breaches, system failures or other significant disruptions, as well as risks relating to implementation of new IT systems such as delays, cost overruns and platform integration problems, could compromise our data and adversely affect our operations, reported financial results and reputation and thereby expose us to potential liability or litigation.", "current_body": "We use IT systems to carry out our operating 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 efforts 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 or disruption; a service provider failure or error; or any one or more other causes of a security breach, system 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 us, as any such implementation could involve system failure, potential loss or corruption of our important data, security or internal control failures, delays, cost overruns and disruption to our operations. Although we have, on occasion, experienced cybersecurity threats to our data and IT 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 operations and financial results 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 any 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" }, { "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 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": "BOARD OVERSIGHT OF CYBERSECURITY RISK", "prior_title": "BOARD OVERSIGHT OF CYBER RISK", "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: 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  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.  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. 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": "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 in all of our business segments 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": "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 loss,  minus our investment in our unrestricted subsidiaries. Our capitalization is comprised of:  total debt,  plus total adjusted shareholders' equity. As of December 31, 2025, we had:  total adjusted shareholders' equity of $9.7 billion and  a defined debt-to-total-capital ratio of 36.4 percent. When calculating compliance in accordance with financial debt covenants as of December 31, 2025 and December 31, 2024, we excluded the full amount of accumulated other comprehensive loss of $293 million and $402 million, respectively. See Note 14: Shareholders’ Interest for further information on accumulated other comprehensive loss. Note 14: Shareholders’ Interest There are no other significant financial debt covenants related to our third-party debt." }, { "status": "UNCHANGED", "current_title": "Operating income and Net contribution to earnings", "prior_title": "Operating income and Net contribution to earnings", "current_body": "$ 315 $ 216 $ 99 The volume of real estate sales is a function of many factors, including the general state of the economy, demand in local real estate markets, the ability of buyers to obtain financing, the number of competing properties listed for sale, the seasonal nature of sales, the plans of adjacent landowners, our expectations of future price appreciation, the timing of harvesting activities and the availability of government and not-for-profit funding. In any period, the average price per acre will vary based on the location and physical characteristics of parcels sold." }, { "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 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, 2023, refer to this same section in our 2024 annual report on Form 10-K as filed with the Securities and Exchange Commission on February 14, 2025." }, { "status": "UNCHANGED", "current_title": "The failure of either of our two subsidiary REITs to maintain their separate REIT qualification could affect the company’s own REIT qualification.", "prior_title": "The failure of either of our two subsidiary REITs to maintain their separate REIT qualification could affect the company’s own REIT qualification.", "current_body": "The vast majority of our timberlands are held in two subsidiaries that we operate to qualify as REITs. Our western timberlands and related assets are held in a subsidiary that began qualifying as a REIT beginning in the tax year 2022 and our southern timberlands and related assets are held in another subsidiary that began qualifying as a REIT beginning in the tax year 2025. While our ownership interests in these subsidiaries are qualifying real estate assets for purposes of the company’s 75 percent asset test described above, any failure of either 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 adversely affected." }, { "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 StatementsWe have audited the accompanying consolidated balance sheets of Weyerhaeuser Company and subsidiaries (the Company) as of December 31, 2025 and 2024, 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, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, 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, 2025, 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 13, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. 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, 2025 and 2024, 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, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, 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, 2025, 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 13, 2026 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 $1,881 million as of December 31, 2025, 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 13, 2026 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 62 WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 62 Table of Contents Table of Contents Table of Contents CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE-YEAR PERIOD ENDED DECEMBER 31, 2025 DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES 2025 2024 2023 Net sales (Note 3) $ 6,905 $ 7,124 $ 7,674 Costs of sales 5,880 5,811 5,992 Gross margin 1,025 1,313 1,682 Selling expenses 92 88 87 General and administrative expenses 453 480 431 Gain on sale of timberlands (Note 4) (266 ) — (84 ) Other operating costs, net (Note 17) 15 60 62 Operating income 731 685 1,186 Non-operating pension and other post-employment benefit costs (Note 8) (220 ) (42 ) (45 ) Interest income and other 22 53 76 Interest expense, net of capitalized interest (273 ) (269 ) (280 ) Earnings before income taxes 260 427 937 Income taxes (Note 18) 64 (31 ) (98 ) Net earnings $ 324 $ 396 $ 839 Basic and diluted earnings per share (Note 5): $ 0.45 $ 0.54 $ 1.15 Weighted average shares outstanding (in thousands) (Note 5): Basic 723,162 728,398 731,654 Diluted 723,567 728,957 732,222 See accompanying Notes to Consolidated Financial Statements." }, { "status": "UNCHANGED", "current_title": "RISK MANAGEMENT", "prior_title": "RISK MANAGEMENT", "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. Highlights of our training program include: oAt least annual training for company employees who have access to our information systems. At least annual training for company employees who have access to our information systems. oSpecialized training for all new hires. Specialized training for all new hires. oTargeted training for all employees aimed at responding to current and emerging risks and threats using tools such as situational simulations and frequent testing of our employees' ability to identify and appropriately respond to cybersecurity threats. Targeted training for all employees aimed at responding to current and emerging risks and threats using tools such as situational simulations and frequent testing of our employees' ability to identify and appropriately respond to cybersecurity threats.  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 third-party cybersecurity risk management process for service providers and vendors who access our systems. A third-party cybersecurity risk management process for service providers and vendors who access our systems.  Engaging external cybersecurity experts in incident response development and management. Engaging  Business continuity plans and critical recovery backup systems.  Requiring employees and third parties who have access to our systems to treat confidential and private information and data with care.  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. CYBERSECURITY INCIDENT RESPONSE PROCESSWe 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. 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. 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 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": "UNCHANGED", "current_title": "Operating income and Net contribution to earnings", "prior_title": "Operating income and Net contribution to earnings", "current_body": "$ 315 $ 216 $ 99 The volume of real estate sales is a function of many factors, including the general state of the economy, demand in local real estate markets, the ability of buyers to obtain financing, the number of competing properties listed for sale, the seasonal nature of sales, the plans of adjacent landowners, our expectations of future price appreciation, the timing of harvesting activities and the availability of government and not-for-profit funding. In any period, the average price per acre will vary based on the location and physical characteristics of parcels sold." }, { "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, 2025 are:  5.3 percent for our U.S. pension plans — compared with 5.7 percent at December 31, 2024;  5.0 percent for our U.S. post-employment benefit plans — compared with 5.5 percent at December 31, 2024;  4.9 percent for our Canadian pension plans — compared with 4.7 percent at December 31, 2024 and  4.6 percent for our Canadian post-employment benefit plans — compared with 4.5 percent at December 31, 2024. Pension expenses for 2026 will be based on the 5.3 percent and 4.9 percent assumed discount rates for the U.S. pension plans and the Canadian pension plans, respectively, and the 5.0 percent and 4.6 percent assumed discount rates for the U.S. and Canadian post-employment benefit plans, respectively. 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:  $8 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": "RESULTS OF OPERATIONS", "prior_title": "RESULTS OF OPERATIONS", "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 and income taxes." }, { "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": "OFF-BALANCE SHEET ARRANGEMENTS", "prior_title": "OFF-BALANCE SHEET ARRANGEMENTS", "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 and Commercial Paper Program contains our disclosures of surety bonds and letters of credit. Note 10: Line of Credit and Commercial Paper Program" }, { "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 2025, we contributed a total of $219 million to our pension and post-employment benefit plans, including a $200 million voluntary contribution to our U.S. qualified pension plan, compared to a total of $18 million during 2024. For 2026, we expect to contribute approximately $20 million to our pension and post-employment benefit plans. Refer to Note 8: Pension and Other Post-Employment Benefit Plans for further information. Note 8: Pension and Other Post-Employment Benefit Plans" }, { "status": "UNCHANGED", "current_title": "Net contribution to earnings", "prior_title": "Net contribution to earnings", "current_body": "$ 586 $ 280 $ 306 (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." } ] }