Sentences and paragraphs of WY's Risk Factors and MD&A, 10-K 2026-02-13 against 10-K 2025-02-14.
Each links to the text at sec.gov.
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RemovedRisk Factors
air emissions, wastewater discharges, harvesting, silvicultural activities, including use of pesticides and herbicides,
Read it in 10-K 2025-02-14 at sec.gov ↗
RewordedRisk Factors
For example, through our natural climate solutions 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 credits, renewable energy, carbon storage and carbon storage, and the success of these endeavors is subject to many known and unknown risks. biocarbon.
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedRisk Factors
These initiatives include, among others, optimizing cash flow through operational excellence, 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 through our Real Estate, Energy & Natural Resources segment. markets.
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedRisk Factors
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, which could result in an adverse effect on expectations or that our business and financial results. initiatives, even if implemented, will lead to successful achievement of our objectives.
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RewordedRisk Factors
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 We may not be able to pass on those cost increases to our customers. customers, and if
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedRisk Factors
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.
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedRisk 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.
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedRisk Factors
Likewise, If our unionized employees were to engage in a protracted work stoppage or if our non-unionized operations employees were to become unionized and thereafter commence a work stoppage, we could experience a significant disruption of operations at our facilities. operations.
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedRisk Factors
You should consider the following risk factors, in In addition to the information presented elsewhere in this report, particularly in Our Business, Forward-Looking Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A), you should consider the risk factors in this section, as well as those set forth from time to time in our other public statements, reports, registration statements, prospectuses, information statements and other filings we make from time to time with the SEC, in evaluating us, our business and an investment in our securities.
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedRisk Factors
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.
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedRisk Factors
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. operations.
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedRisk Factors
Our strategic initiatives are designed to improve our results of operations and drive long-term shareholder value. value, and our financial plans contemplate a combination of important strategic growth initiatives across segments.
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedRisk Factors
We intend to strategically pursue acquisitions and strategic divestitures in all of our business segments when market conditions warrant.
Read it in 10-K 2026-02-13 at sec.gov ↗
Quiet changesRisk Factors
For example, we export logs and finished wood products to foreign markets, including Canada and China, and our ability to do so profitably would could be affected by trade disputes that result in tariffs being charged on these products.
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedMD&A
a $29 million gain on the sale of our Princeton lumber mill in third quarter 2025;
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedMD&A
Refer to Note 10: Line of Credit and Commercial Paper Program for further information.
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AddedMD&A
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.
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedMD&A
Refer to Note 10: Line of Credit and Commercial Paper Program for further information.
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-02-13 at sec.gov ↗
RemovedMD&A
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
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
$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.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
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.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
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.
Read it in 10-K 2025-02-14 at sec.gov ↗
RewordedMD&A
DOLLAR AMOUNTS IN MILLIONS REAL ESTATE WOOD UNALLOCATED TIMBERLANDS & ENR PRODUCTS ITEMS TOTAL Net earnings $ 839 324 Interest expense, net of capitalized interest 280 273 Income taxes 98 (64) Net contribution (charge) to earnings $ 488 586 $ 211 315 $ 709 55 $ (191) (423) $ 1,217 533 Non-operating pension and other post-employment benefit costs costs(1) — — — 45 45 220 220 Interest income and other — — — (76) (76) (22) (22) Operating income (loss) 488 211 709 (222) 1,186 586 315 55 (225) 731 Depreciation, depletion and amortization 267 16 210 7 500 261 12 224 12 509 Basis of real estate sold — 93 84 — — 93 84 Special items included in operating income (loss)(1)(2)(3) (109) (loss)(2)(3)(4) (266) — (14) 38 (85) (29) (8) (303) Adjusted EBITDA $ 646 581 $ 320 411 $ 905 250 $ (177) (221) $ 1,694 1,021
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedMD&A
Costs of sales decreased $181 increased $69 million — 3 1 percent — primarily due to decreased increased sales volumes across most product lines in for structural lumber, oriented strand board and softwood plywood within our Wood Products, as well as decreased sales volumes in our Timberlands Products segment, partially offset by an increase a decrease in acres sold in our Real Estate, Energy and Natural Resources segment and decreased Western sales volumes in our Timberlands segment.
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedMD&A
DOLLAR AMOUNTS IN MILLIONS AMOUNT OF CHANGE 2025 vs. 2025 2024 vs. 2024 2023 2023 Unallocated corporate function and variable compensation expense $ (166) $ (154) $ (127) $ (27) (12) Liability classified share-based compensation 1 2 (2) 4 (1) Foreign exchange gain 1 1 — Elimination of intersegment profit in inventory and LIFO 11 4 11 (7) Other 7 Other, net (72) (120) (105) (15) 48 Operating loss (225) (267) (222) (45) 42 Non-operating pension and other post-employment benefit costs (220) (42) (45) 3 (178) Interest income and other 22 52 76 (24) (30) Net charge to earnings $ (423) $ (257) $ (191) $ (66) (166)
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedMD&A
DOLLAR AMOUNTS IN MILLIONS 2025 2024 2023 Net cash from operations $ 562 $ 1,008 $ 1,433 Capital expenditures (474) (416) (447) FAD $ 88 $ 592 $ 986 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 $ 986 Net cash from investing activities $ (475) $ (636) $ (508) Net cash from financing activities $ (290) $ (852) $ (1,342)
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedMD&A
These decreases were partially offset by a $35 $131 million increase in oriented strand board structural lumber sales attributable to a 6 5 percent increase in sales volumes and a 1 percent increase in sales realizations, partially offset by as well as a 2 percent decrease $5 million increase in other products produced sales attributable to an increase in wood chip sales volumes.
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedMD&A
DOLLAR AMOUNTS IN MILLIONS 2025 2024 2023 Net earnings $ 324 $ 396 $ 839 Environmental remediation charge 14 — 8 Gain on sale of lumber mill (21) — Gain on sale of timberlands (266) — (83) Insurance recovery (19) — (10) Legal benefit Pension settlement charge 111 — (25) Legal expense — 20 Product remediation recovery — (19) — Restructuring, impairments and other charges — 7 — Net earnings before special items $ 143 $ 384 $ 749
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedMD&A
AMOUNTS PER SHARE 2025 2024 2023 Net earnings per diluted share $ 0.45 $ 0.54 $ 1.15 Environmental remediation charge 0.02 — 0.01 Gain on sale of lumber mill (0.03) — Gain on sale of timberlands (0.36) — (0.12) Insurance recovery (0.03) — (0.01) Legal benefit Pension settlement charge 0.15 — (0.03) Legal expense — 0.02 Product remediation recovery — (0.02) — Restructuring, impairments and other charges — 0.01 — Net earnings per diluted share before special items $ 0.20 $ 0.53 $ 1.02
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedMD&A
Net sales to unaffiliated customers decreased $142 $18 million — 9 1 percent — primarily due to a $101 $48 million decrease in Western log sales attributable to a 7 4 percent decrease in sales realizations volumes and a 6 3 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. realizations.
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RewordedMD&A
In Japan, total housing starts decreased 3.4 7.4 percent year to date year-to-date through November December compared to the same period in 2023, 2024, while the key Post and Beam segment saw a 2.6 4.0 percent decrease. decrease, in part due to more stringent building permit requirements which went into effect on April 1, 2025.
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedMD&A
Net Operating income and net contribution to earnings decreased $208 $402 million — 43 88 percent — primarily due to the change in the components of gross margin, as discussed above, as well as an $84 a $25 million decrease product remediation recovery recorded in gain on sale of timberlands (refer to Note 4: second quarter 2024.
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RewordedMD&A
Sales of newly built, built single-family homes averaged a seasonally adjusted annual rate of 662 737 thousand units for fourth quarter 2024, October 2025, a decrease of 6.5 5.9 percent increase from third quarter 2024, primarily 2025, driven by a seasonal reduction builder incentives and moderate relief in buying activity. mortgage rates.
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RewordedMD&A
Governments and businesses across the globe are taking action on have publicly expressed that climate change and are making is a compelling issue requiring considerable responsive action; many have made significant commitments toward decarbonizing activities and operations and reducing greenhouse gas emissions to net zero. emissions.
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