WEYERHAEUSER CO Commitments Disclosure

NOTE 13: LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES

This note provides details about our:

 

	legal proceedings,
	environmental matters and
	commitments and other contingencies.

LEGAL PROCEEDINGS

We are party to various legal proceedings arising in the ordinary course of business. We are not currently a party to any legal proceeding that management believes could have a material adverse effect on our Consolidated Balance Sheet, Consolidated Statement of Operations or Consolidated Statement of Cash Flows.

ENVIRONMENTAL MATTERS

Under the federal Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) – commonly known as the “Superfund” – and similar state laws, we are a party to various proceedings related to the cleanup of hazardous waste sites and have been notified that we may be a potentially responsible party related to the cleanup of other hazardous waste sites for which proceedings have not yet been initiated.

Kalamazoo River Site Remediation

We have received notification from the Environmental Protection Agency (EPA) and have acknowledged that we are a potentially responsible party in a portion of the Kalamazoo River Superfund site in southwest Michigan. Our involvement in the remediation site is based on our operation of the Plainwell, Michigan mill, located within the remediation site, from 1954 to 1970. Several other companies also have been deemed potentially responsible parties as past or present owners or operators of facilities within the site, or as arrangers under CERCLA.

We cooperated with other parties to jointly implement an administrative order issued by the EPA on April 14, 2016, with respect to a portion of the site comprising a stretch of the river approximately 1.7 miles long referred to as the Otsego Township Dam Area. During third quarter 2018, implementation of this administrative order was completed.

In 2010, the company, along with others, was named as a defendant by Georgia-Pacific Consumer Products LP, Fort James Corporation and Georgia-Pacific LLC in an action seeking contribution under CERCLA for remediation costs relating to a certain area within the site. On March 29, 2018, the U.S. District Court issued an opinion and order assigning the company responsibility for 5 percent of approximately $50 million in past costs incurred by the plaintiffs. The remaining 95 percent of this pool of past costs incurred was allocated to the plaintiffs and other defendants. The opinion and order does not establish allocation for future remediation costs, and accordingly, we may incur additional costs in connection with future remediation tasks for other areas of the site.

In 2022, the Sixth Circuit Court of Appeals reversed the District Court opinion, finding that Georgia-Pacific’s claims for cost contributions in the specific area of the site were time barred by the statute of limitations. Georgia-Pacific filed a petition for writ of certiorari with the U.S. Supreme Court, which was denied during fourth quarter 2023 and redirected to the district court for further proceedings. In 2024, the U.S. District Court issued a final judgment dismissing Georgia-Pacific’s claims for past costs but also issued a declaratory judgment finding all three parties (Georgia-Pacific, International Paper and the company) liable to each other for future costs incurred by any party. On appeal, the Sixth Circuit Court of Appeals reversed the declaratory judgment issued by the District Court and the U.S. Supreme Court subsequently denied Georgia-Pacific’s petition for writ of certiorari. As a result, the company was found not responsible for prior costs incurred by Georgia-Pacific.

Port of Everett Site Remediation

In 2008, the Port of Everett (the “Port”) filed a lawsuit in Snohomish County Superior Court in Everett, Washington (“the Court”) against the company seeking contribution and recovery of remedial action costs resulting from alleged environmental contamination at one of the company’s former mill sites. The company owned and operated a mill at the site from 1902 until 1980 and sold the mill to the Port in 1983. The lawsuit was stayed and placed on inactive status during the period between 2015 and 2024.

In 2024, the Port requested the Court to lift the stay on this matter and set a new trial date, which was subsequently granted. Trial in this matter is currently set for May 26, 2026. In November 2024, the Washington State Department of Ecology, which maintains oversight of the cleanup at the site, selected a remedy as part of the Cleanup Action Plan (“CAP”) for the site. The CAP does not establish an allocation of costs among potentially responsible parties, which includes Weyerhaeuser and the Port, and the Court has not issued any judgments as of December 2025 indicating allocation of costs. Accordingly, we may incur costs in connection with future remediation activities that exceed our current estimates. In connection with ongoing developments in this matter, we updated our estimated liability associated with the site and recorded a pretax charge of $18 million during fourth quarter 2025 within “Other operating costs, net” in our Consolidated Statement of Operations.

We have established accruals for estimated remediation costs for these sites and other matters for which we are a potentially responsible party. These accruals are recorded in "Accrued liabilities" and "Other liabilities" on our Consolidated Balance Sheet.

We change our accrual to reflect:

 

	new information on any site concerning implementation of remediation alternatives,
	updates on prior cost estimates and new sites and
	costs incurred to remediate sites.

 

Estimates. We believe it is reasonably possible, based on currently available information and analysis, that remediation costs for all identified sites may exceed our existing accruals by up to $282 million. This estimate, in which those additional costs may be incurred over several years, is the upper end of the range of reasonably possible additional costs. The estimate:

 

	is much less certain than the estimates on which our accruals currently are based and
	uses assumptions that are less favorable to us among the range of reasonably possible outcomes.

 

In estimating our current accruals and the possible range of additional future costs, we:

 

	assumed we will not bear the entire cost of remediation of every site,
	took into account the ability of other potentially responsible parties to participate and
	considered each party’s financial condition and probable contribution on a per-site basis.

 

We have not recorded any amounts for potential recoveries from insurance carriers.

Asset Retirement Obligations

We have obligations associated with the retirement of tangible long-lived assets consisting primarily of reforestation obligations related to forest management licenses in Canada and obligations to close and cap landfills. Some of our sites have asbestos containing materials. We have met our current legal obligation to identify and manage these materials. In situations where we cannot reasonably determine when asbestos containing materials might be removed from the sites, we have not recorded an accrual because the fair value of the obligation cannot be reasonably estimated. As of December 31, 2025 and December 31, 2024, we had an asset retirement obligation of $29 million and $34 million, respectively. These obligations are recorded in "Accrued liabilities" and "Other liabilities" on our Consolidated Balance Sheet.

COMMITMENTS AND OTHER CONTINGENCIES

Product Remediation Contingency and Recovery

In July 2017, we announced we were implementing a solution to address concerns regarding our TJI® Joists coated with our former Flak Jacket® Protection product. This issue was isolated to Flak Jacket product manufactured after December 1, 2016 and did not affect any of our other products.

During the year ended December 31, 2024, we received a product remediation recovery of $25 million related to our prior remediation efforts for Flak Jacket. The recovery is attributable to our Wood Products segment and was recorded within “Other operating costs, net” in our Consolidated Statement of Operations. There were no product remediation recoveries recorded during the years ended December 31, 2025 and 2023.