Weyerhaeuser (WY) 10-K risk factor changes: FY2023 vs FY2022

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2022][added: 2023]

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant based on the closing sale price as of the last business day of the most recently completed second fiscal quarter ended on June 30, [removed: 2022,] [added: 2023,] as reported on the New York Stock Exchange Composite Price Transactions, was approximately [removed: $24.2] [added: $24.4] billion.

As of February [removed: 6, 2023, 732,347] [added: 5, 2024, 729,521] thousand shares of the registrant’s common stock ($1.25 par value) were outstanding.

Portions of the *Notice of the [removed: 2023] [added: 2024] Annual Meeting of Shareholders and Proxy Statement* for the company’s Annual Meeting of Shareholders to be held May [removed: 12, 2023,] [added: 10, 2024,] are incorporated by reference into Part III.

| | [WHAT WE DO](#what_we_do) | [removed: 9] [added: 8] |

| | [INFORMATION ABOUT OUR EXECUTIVE OFFICERS](#executive_ficers__registrant) | [removed: 25] [added: 24] |

| | [NATURAL RESOURCE AND ENVIRONMENTAL MATTERS](#natural_resource_environmental_matters) | [removed: 26] [added: 25] |

| | [FORWARD-LOOKING STATEMENTS](#forward_) | [removed: 30] [added: 29] |

| ITEM 1A. | [RISK FACTORS](#risk_factors) | [removed: 31] [added: 30] |

| ITEM 1B. | [UNRESOLVED STAFF COMMENTS](#unresolved_staff_comments) | [removed: 41] [added: 40] |

| ITEM 2. | [PROPERTIES](#properties) | [removed: 42] [added: 41] |

| ITEM 1C. | [CYBERSECURITY](#cybersecurity) | 41 |

WEYERHAEUSER COMPANY > 2022 ANNUAL REPORT AND FORM 10-K

| ITEM 5. | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#market_for_registrants)] [added: SECURITIES](#marketreg)] | 42 |

| | [ECONOMIC AND MARKET CONDITIONS AFFECTING OUR OPERATIONS](#economic_market_conditions_affecting_our) | [removed: 44] [added: 43] |

| | [RESULTS OF OPERATIONS](#results_operations) | [removed: 46] [added: 45] |

| | [PERFORMANCE [added: AND LIQUIDITY] MEASURES](#performance_measures) | [removed: 56] [added: 55] |

| | [REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM](#report_independent_registered_public_acc)] [added: FIRM](#report_independent_audit_firm)] | 59 |

| ITEM 9A. | [CONTROLS AND PROCEDURES](#controls_and_procedures) | [removed: 100] [added: 99] |

| ITEM 9B. | [OTHER INFORMATION](#other_information) | 101 |

| ITEM 10. | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](#directors__executive_officers_and_corpor) | [removed: 102] [added: 101] |

| ITEM 11. | [EXECUTIVE AND DIRECTOR COMPENSATION](#executive_and_director_compensation) | [removed: 102] [added: 101] |

| ITEM 12. | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS](#security_ownership_of_certain_beneficial) | [removed: 102] [added: 101] |

| ITEM 13. | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE](#certain_relationships_and_related_transa) | [removed: 102] [added: 101] |

| ITEM 14. | [PRINCIPAL ACCOUNTANT FEES AND SERVICES](#principal_accounting_fees_and_services) | [removed: 102] [added: 101] |

| | [removed: [EXHIBITS](#exhibit)] [added: [EXHIBITS](#exhibits)] | 103 |

We own or control [removed: 10.6] [added: 10.5] million acres of timberlands in the U.S. and manage an additional 14.1 million acres of timberlands under long-term licenses in Canada.

We operate with [removed: world-class] [added: industry-leading] safety results, actively support the communities in which we operate and communicate transparently with our investors and other stakeholders.

Unless otherwise specified, current information reported in this Form 10-K is as of or for the fiscal year ended December 31, [removed: 2022.][added: 2023.]

These reports and statements, which contain information about our [removed: company’s] business, financial results, corporate governance and other matters, as well as amendments to these reports and statements, are available at:

WEYERHAEUSER COMPANY > [removed: 2022] [added: 2023] ANNUAL REPORT AND FORM 10-K 1

Detailed financial information about our business segments and our geographic locations is provided in [*Note 2: Business [removed: Segments*](#note_2_business_segments)] [added: Segments*](#fn_business_segments)] and [*Note [removed: 21:] [added: 20:] Geographic [removed: Areas*](#note_21_geographic_areas).][added: Areas*](#fn_geographic_areas).]

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 [removed: U.S.,] [added: U.S.] and [removed: the] evolution of emerging renewable energy and carbon-related markets.

To ensure our forests remain healthy and valuable for decades to come, we protect and enhance the many additional benefits they provide, such as clean water, clean [removed: air,] [added: air] and critical areas for biodiversity.

We also [removed: minimize our] [added: enhance the] environmental footprint in our wood products manufacturing business, including reducing air emissions, minimizing waste and maximizing wood recovery.

These actions are [removed: smart] [added: prudent] for our business, good for the environment and essential to how we run our operations sustainably.

In 1937, we began research into sustainable yield forestry, which ensures harvesting does not diminish [removed: the] [added: a] forest’s ability to provide the same volume in the future.

In 1938, we were one of the first companies to plant tree seedlings, and in 1941 we established the first certified tree farm in the U.S. We harvest, on [added: average, only two percent of our forests each year, and 100 percent of our timberlands are reforested after harvesting.]

WEYERHAEUSER COMPANY > [removed: 2022] [added: 2023] ANNUAL REPORT AND FORM 10-K 2

[removed: On average, we] [added: We] plant [removed: 130 to 150] [added: more than 110] million tree seedlings per year, which equates to about [removed: 250] [added: 210] trees planted per minute throughout the year.

In [removed: total,] [added: 2023,] our [added: scope 1] carbon emissions [removed: in 2021] were [removed: 7.4] [added: 0.5] million metric tons of carbon dioxide equivalent (mtCO2e), [removed: 0.9 million mtCO2e scope 1 and scope 2 emissions] primarily attributable to fuel usage [removed: and purchased electricity] within our [removed: Wood Products mills and 6.5 million mtCO2e scope 3 emissions primarily generated by customers who purchase our] wood [removed: fiber and emissions associated with the] products [added: mills] and [removed: services we buy.][added: fertilizer application in our timberlands.]

[removed: In 2022, we] [added: We] obtained limited assurance [removed: for] [added: of] our [removed: 2020 and 2021] [added: 2023] scope 1 and [removed: location-based] scope 2 emissions from a third-party attestation provider.

[removed: This was comprised of 14 million mtCO2e of] [added: In 2022, our] direct carbon removals [removed: from our U.S. timberlands] [added: totaled 2 million mtCO2e] (the increase in above-ground carbon [added: in our U.S. timberlands] attributable to forest growth and management practices after we account for harvest and [removed: mortality) and an additional 21 million mtCO2e of scope 3 removals across our value chain (primarily carbon stored in our own long-lived wood products and products that our customers make from our logs).][added: mortality).]

In [removed: 2021,] [added: 2022,] our forests contained between 2.3 billion and 3.6 billion mtCO2e.

After harvest, we plant millions [removed: more] [added: of new] trees, which [removed: immediately] [added: then] begin absorbing more CO2 from the atmosphere, and the next round of wood products store more carbon yet again.

[removed: In 2022, we] [added: We are] also [removed: joined] [added: members of] The Climate Pledge, [removed: committing] [added: a commitment] to achieve net-zero carbon emissions across our value chain by 2040.

As companies across our value chain [added: actively] work to reduce their emissions, [removed: which] [added: with] many [removed: of them are] already [removed: doing] [added: taking action] or [removed: have committed to do,] [added: making commitments,] we expect our scope 3 emissions to decrease over time.

[removed: In 2022, we committed to] [added: We are members of] the U.S. Department of Energy's (DOE) Better Plants [removed: Program] [added: Program, which includes a goal] to improve [added: purchased] energy efficiency at our manufacturing facilities by 10 percent between 2020 and 2030.

This partnership requires us to adopt a [removed: company-wide] [added: companywide] goal to improve energy efficiency, annually report our progress to the DOE and develop an energy management plan.

We [removed: developed] [added: have] a comprehensive wood products energy strategy [removed: and] [added: that we] have begun [removed: implementation of this strategy] [added: implementing] by developing short-term action plans, evaluation tools and energy champions at all sites.

We also fully [removed: integrated] [added: integrate] greenhouse gas and energy metrics into capital planning processes and [removed: conducted] [added: conduct] energy audits at [removed: multiple] manufacturing sites.

On average, we meet more than 70 percent of [removed: our] [added: the] energy needs in our manufacturing facilities from renewable biomass by using what would otherwise be wood waste from mill manufacturing residuals to create our own energy.

WEYERHAEUSER COMPANY > [removed: 2022] [added: 2023] ANNUAL REPORT AND FORM 10-K 3

[added: These practices include leaving buffers along riparian areas, surveying sites for] species occurrences prior to harvesting and thinning activities, managing for specific habitat using prescribed burns or thinning [removed: harvests, or] [added: harvests and] refraining from harvesting during certain sensitive times.

We currently operate [removed: 14] [added: 16] mitigation banks and projects, primarily in the U.S. South.

Overall, we currently have [removed: approximately 4] [added: more than 3] million acres invested in these various conservation programs in our Northern, Southern and Western Timberlands, and we are always looking for new opportunities and partnerships to expand our impact.

Wood shavings, sawdust, chips and bark are sold or delivered to downstream customers who make other [removed: useful and] essential products for society.

On average, we reuse, recycle or repurpose 99 percent of [removed: potential] [added: what could have been] waste in our operations.

That is equal to approximately [removed: 12] [added: 11] billion pounds of material each year that otherwise would have found its way to a landfill.

Our entire timberland portfolio is certified to the Sustainable Forestry Initiative® [removed: (SFI)] [added: (SFI®)] Forest Management Standard.

Internationally recognized forest certification standards, such as SFI, Programme for the Endorsement of Forest Certification [removed: (PEFCTM),] [added: (PEFC),] the American Tree Farm [removed: System® (ATFS),] [added: System®,] and the Forest Stewardship Council®, provide customers and stakeholders with an objective, third-party determination of whether companies are implementing sustainable forestry practices and making products that come from legal and well-managed sources.

These standards are designed specifically for operations in North America, and we value SFI’s [removed: collaborative] approach, especially around logger training and the requirement to invest in and apply research back into our operations.

In addition to our forests, we certify all of our manufacturing facilities to the SFI Fiber Sourcing [removed: Standard,] [added: or Certified Sourcing standards,] and select sites are certified to the SFI and PEFC Chain of Custody standards.

Because we depend [removed: so much] on our people, we have a responsibility to [removed: do everything we can to] create a safe, inclusive work environment where employees are proud to spend their [removed: entire] careers.

WEYERHAEUSER COMPANY > [removed: 2022] [added: 2023] ANNUAL REPORT AND FORM 10-K 4

[removed: As of December 31, 2022,] [added: In 2023,] we employed [removed: 9,264] [added: 9,318] employees, including [removed: 7,906] [added: 7,944] in the United States, [removed: 1,347] [added: 1,364] in [removed: Canada,] [added: Canada] and [removed: 11] [added: 10] in Japan.

We have been managing our forests sustainably for a very long time.

Also in 2023, our location- and market-based scope 2 emissions were 0.5 million and 0.4 million mtCO2e, respectively, which are emissions from the energy we purchase.

In 2022, our scope 3 emissions totaled 9.2 million mtCO2e, primarily generated by customers who purchase our wood fiber and the end-of-life emissions of the products we sell.

Also in 2022, the indirect carbon removals across our value chain were 30 million mtCO2e (primarily carbon stored in our own long-lived wood products and products that our customers make from our logs).

| Timberlands | 1,282 |

| Corporate | 819 |

| Total | 9,318 |

Inclusion is a core value at Weyerhaeuser because we know our success depends on leveraging diverse experiences and points of view to foster innovation, facilitate better decision-making and ultimately create a stronger company.

Following are summaries of some of our important governance practices.

We have appointed eight new directors to our board since 2015.

Some of our leading executive compensation practices include:

|  | “double trigger” accelerated vesting of our long-term incentive equity awards upon a change of control; |

|  | incentive compensation recovery policy that requires the Compensation Committee to pursue recovery of incentive compensation received by executive officers in the event of a restatement of the company’s financial statements, subject to narrowly defined exceptions and |

|  | limited executive perquisites such as relocation-related benefits, security services on an “as needed” basis and annual executive health screenings. |

informed decisions.

| Oregon | | | 1,418 | | | | — | | | | 1,418 | |

| Washington | | | 1,120 | | | | — | | | | 1,120 | |

| Alabama | | | 439 | | | | 172 | | | | 611 | |

| Arkansas | | | 1,186 | | | | 18 | | | | 1,204 | |

| Florida | | | 211 | | | | 61 | | | | 272 | |

| Georgia | | | 579 | | | | 46 | | | | 625 | |

| Louisiana | | | 1,005 | | | | 354 | | | | 1,359 | |

| Oklahoma | | | 487 | | | | — | | | | 487 | |

| Virginia | | | 118 | | | | — | | | | 118 | |

| Total South | | | 6,067 | | | | 689 | | | | 6,756 | |

| Total Company | | | 9,800 | | | | 689 | | | | 10,489 | |

Northern log sales volume internally.

| GEOGRAPHIC AREA | | DECEMBER 31, 2023 | | |

*In November 2019, we sold our Michigan timberlands and in March 2020, we sold our Montana timberlands.*

*In November 2019, we sold our Michigan timberlands and in March 2020, we sold our Montana timberlands.*

24,061 thousand tons in 2023 and

*In November 2019, we sold our Michigan timberlands and in March 2020, we sold our Montana timberlands.*

and royalties.

|  | capturing the full value of our surface and subsurface ownership, including natural climate solutions opportunities, and |

| | | 2023 | | | | 2022 | | | | 2021 | | | | 2020 | | | | 2019 | | |

| | | 2023 | | | | 2022 | | | | 2021 | | | | 2020 | | | | 2019 | | |

|  | environmental sector, including non-profit environmental and conservation organizations, |

|  | social sector, including community and social interest groups, and |

|  | economic sector, including industry and landowner representatives. |

and globally, as well as on local economic conditions.

| | | |

| | |

| --- | --- |

We successfully integrated sustainability into our business roadmaps, enabling employees across business lines to identify key sustainability levers and clearly see how their day-to-day work impacts our overall performance.

Our goal is to ensure a sustainable supply of wood for our customers, while protecting the other important benefits forests provide.

We know forests can be managed on a sustainable basis indefinitely, and we have been proving it is possible for a very long time.

average, only two percent of our forests each year, and 100 percent of our timberlands are reforested after harvesting.

We are dedicated to maintaining a leadership position within our sector in the area of climate-related disclosures.

In 2021, we reached a significant milestone in publishing our inaugural carbon record, which provides details of the total carbon impact enabled by our forests and wood products.

In 2021, our carbon removals totaled approximately 35 million mtCO2e.

These practices include leaving buffers along riparian areas, surveying sites for

On average, 95 percent of each log that enters our mills is turned into a useful product.

| Timberlands | 1,276 |

| Corporate | 782 |

| Total | 9,264 |

Inclusion is a core value at Weyerhaeuser.

The board has regular executive sessions of independent

*Policy on Shareholder Approval of Rights Plans*

Our board of directors maintains a shareholder rights plan policy that requires the board to obtain shareholder approval prior to adopting any shareholder rights plan.

However, the board may act on its own to adopt a shareholder rights plan if a majority of the independent directors,

exercising their fiduciary duties under Washington law, determine that such submission to shareholders would not be in the best interests of shareholders under the circumstances.

|  | Testing and audits of our IT-related internal controls over financial reporting by our independent external auditors. |

| Oregon | | | 1,420 | | | | — | | | | 1,420 | |

| Washington | | | 1,126 | | | | — | | | | 1,126 | |

| Alabama | | | 447 | | | | 197 | | | | 644 | |

| Arkansas | | | 1,202 | | | | 18 | | | | 1,220 | |

| Florida | | | 213 | | | | 73 | | | | 286 | |

| Georgia | | | 583 | | | | 48 | | | | 631 | |

| Louisiana | | | 1,006 | | | | 353 | | | | 1,359 | |

| Oklahoma | | | 488 | | | | — | | | | 488 | |

| Virginia | | | 120 | | | | — | | | | 120 | |

| Total South | | | 6,096 | | | | 727 | | | | 6,823 | |

| Total Company | | | 9,838 | | | | 727 | | | | 10,565 | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

$1.9 billion in 2022 and

$1.6 billion in 2021.

$561 million in 2022 and

23,585 thousand tons in 2021.

|  | capturing the full value of our natural gas, aggregates and industrial minerals and wind and solar resources; |