Weyerhaeuser (WY) 10-K risk factor changes: FY2024 vs FY2023

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2023][added: 2024]

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: 2023,] [added: 2024,] as reported on the New York Stock Exchange Composite Price Transactions, was approximately [removed: $24.4] [added: $20.6] billion.

As of February [removed: 5, 2024, 729,521] [added: 4, 2025, 725,578] thousand shares of the registrant’s common stock ($1.25 par value) were outstanding.

Portions of the *Notice of the [removed: 2024] [added: 2025] Annual Meeting of Shareholders and Proxy Statement* for the company’s Annual Meeting of Shareholders to be held May [removed: 10, 2024,] [added: 9, 2025,] are incorporated by reference into Part III.

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

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

[Table of Contents](#toc_page)

[Table of Contents](#toc_page)

| ITEM 7. | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)](#managements_discussion_analysis_financia) | [removed: 43] [added: 44] |

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

| | [FINANCIAL PERFORMANCE SUMMARY](#financial_performance_summary) | [removed: 45] [added: 46] |

| | [RESULTS OF OPERATIONS](#results_operations) | [removed: 45] [added: 47] |

| | [LIQUIDITY AND CAPITAL RESOURCES](#liquidity_capital_resources) | [removed: 51] [added: 52] |

| | [ENVIRONMENTAL MATTERS, LEGAL PROCEEDINGS AND OTHER CONTINGENCIES](#environmental_matters_legal_proceedings_) | [removed: 54] [added: 55] |

| | [ACCOUNTING MATTERS](#accounting_matters) | [removed: 54] [added: 55] |

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

| ITEM 7A. | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](#quantitative_qualitative_disclosures_abo) | [removed: 58] [added: 59] |

| ITEM 8. | [FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](#financial_statements_supplementary_data) | [removed: 59] [added: 60] |

| | [REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM](#report_independent_audit_firm) | [removed: 59] [added: 60] |

| | [CONSOLIDATED STATEMENT OF OPERATIONS](#consolidated_statement_of_operations) | [removed: 60] [added: 61] |

| | [CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME](#consolidated_statement_comprehensive_inc) | [removed: 61] [added: 62] |

| | [CONSOLIDATED BALANCE SHEET](#consolidated_balance_sheet) | [removed: 62] [added: 63] |

| | [CONSOLIDATED STATEMENT OF CASH FLOWS](#consolidated_statement_cash_flows) | [removed: 63] [added: 64] |

| | [CONSOLIDATED STATEMENT OF CHANGES IN EQUITY](#consolidated_statement_changes_in_equity) | [removed: 64] [added: 65] |

| | [INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS](#index_for_notes_to_consolidated_fs) | [removed: 65] [added: 66] |

| | [NOTES TO CONSOLIDATED FINANCIAL STATEMENTS](#notes_to_consolidated_financial_statemen) | [removed: 66] [added: 67] |

| ITEM 9A. | [CONTROLS AND PROCEDURES](#controls_and_procedures) | [removed: 99] [added: 101] |

| ITEM 9B. | [OTHER INFORMATION](#other_information) | [removed: 101] [added: 103] |

| ITEM 10. | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](#directors__executive_officers_and_corpor) | [removed: 101] [added: 103] |

| ITEM 11. | [EXECUTIVE AND DIRECTOR COMPENSATION](#executive_and_director_compensation) | [removed: 101] [added: 103] |

| ITEM 12. | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS](#security_ownership_of_certain_beneficial) | [removed: 101] [added: 103] |

| ITEM 13. | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE](#certain_relationships_and_related_transa) | [removed: 101] [added: 103] |

| ITEM 14. | [PRINCIPAL ACCOUNTANT FEES AND SERVICES](#principal_accounting_fees_and_services) | [removed: 101] [added: 103] |

| ITEM 15. | [EXHIBITS AND FINANCIAL STATEMENT SCHEDULES](#exhibits_and_financial_statement_schedul) | [removed: 102] [added: 104] |

| | [EXHIBITS](#exhibits) | 105 |

| | [EXHIBITS](#exhibits) | 103 |

We own or control [removed: 10.5] [added: 10.4] million acres of timberlands in the U.S. and manage [removed: an additional] [added: long-term licenses covering] 14.1 million acres [removed: of timberlands under long-term licenses] in Canada.

In addition, we focus on opportunities to realize value through lease and royalty agreements for the surface and subsurface rights that exist in our [removed: ownership.][added: ownership, including through our natural climate solutions business.]

We operate [removed: 35] [added: 34] manufacturing facilities in the United States and Canada.

We [removed: operate with industry-leading] [added: outperform national industry] safety [removed: results,] [added: rates,] 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: 2023.][added: 2024.]

[removed: Weyerhaeuser Company is a] REIT [removed: and REIT] income can be distributed to shareholders without first paying corporate level tax, [added: which] substantially [removed: eliminating] [added: eliminates] the double taxation [removed: on] [added: of] income.

WEYERHAEUSER COMPANY > [removed: 2023] [added: 2024] ANNUAL REPORT AND FORM 10-K 1

Detailed financial information about our business segments and our geographic locations is provided in [*Note 2: Business Segments*](#fn_business_segments) and [*Note [removed: 20:] [added: 19:] Geographic Areas*](#fn_geographic_areas).

|  | Real Estate & ENR — Deliver premiums to timberland value by identifying and monetizing higher and better use lands and capturing the full value of surface and subsurface [removed: assets.] [added: assets, including through our natural climate solutions business.] |

Sustainability [removed: is] [added: has been] one of the core values of our company [removed: and has been] for [removed: over] [added: nearly] 100 years.

We plant more than [removed: 110] [added: 100] million tree seedlings per year, [removed: which equates to] about [removed: 210] [added: 190] trees [removed: planted] per minute throughout the year.

WEYERHAEUSER COMPANY > [removed: 2023] [added: 2024] ANNUAL REPORT AND FORM 10-K 2

In 2023, our scope 1 carbon emissions were [removed: 0.5] [added: 0.4] million metric tons of carbon dioxide equivalent (mtCO2e), primarily attributable to fuel usage within our wood products mills and fertilizer application in our timberlands.

In [removed: 2022,] [added: 2023,] our scope 3 emissions totaled [removed: 9.2] [added: 9.3] million mtCO2e, primarily generated by customers who purchase our wood fiber and the end-of-life emissions of the products we sell.

In [removed: 2022,] [added: 2023,] our direct carbon removals totaled [removed: 2] [added: 9] million mtCO2e (the increase in above-ground carbon in our U.S. timberlands attributable to forest growth and management practices after we account for harvest and mortality).

Also in [removed: 2022,] [added: 2023,] the indirect carbon removals across our value chain were [removed: 30] [added: 29] million mtCO2e (primarily carbon stored in our own long-lived wood products and products that our customers make from our logs).

In [removed: 2022,] [added: 2023,] our forests contained between 2.3 billion and 3.6 billion mtCO2e.

In addition, using wood for construction requires less energy and results in fewer greenhouse gas [added: (GHG)] emissions compared with other building materials, such as steel and concrete.

We have a [added: near-term] science-based [removed: greenhouse gas] [added: GHG] emissions reduction target that has been approved by the Science Based Targets initiative at the most ambitious level, in alignment with the Paris Agreement goal of limiting global warming to 1.5 degree Celsius.

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

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

WEYERHAEUSER COMPANY > [removed: 2023] [added: 2024] ANNUAL REPORT AND FORM 10-K 3

Several other projects are in various stages of evaluation and [removed: development.][added: development and we are always looking for new opportunities and partnerships to expand our impact.]

Toilet paper, diapers, paper, cartons, boxes, bags, landscaping mulch and wood pellets are just a few of the countless products made from our wood [removed: fiber and] [added: fiber, as well as] forest and mill by-products.

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 [removed: SFI,] [added: SFI®,] Programme for the Endorsement of Forest Certification (PEFC), the American Tree Farm 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.

In [removed: 2023,] [added: 2024,] we employed [removed: 9,318] [added: 9,440] employees, including [removed: 7,944] [added: 8,077] in the United [removed: States, 1,364] [added: States,1,355] in Canada and [removed: 10] [added: 8] in Japan.

Of these employees, [removed: 2,367] [added: 2,355] are members of unions covered by multi-year collective-bargaining agreements.

WEYERHAEUSER COMPANY > [removed: 2023] [added: 2024] ANNUAL REPORT AND FORM 10-K 4

| Real Estate & ENR | [removed: 66] [added: 72] |

| Wood Products | [removed: 7,151] [added: 7,206] |

This includes a drop in our Recordable Incident Rate, which is the number of Occupational Safety and Health Administration-defined recordable injuries and illnesses that occur per 100 workers working in one year, from [removed: 10] [added: 3.85] in [removed: 1990] [added: 2000] to [removed: 1.78] [added: 1.99] in [removed: 2023.][added: 2024.]

|  | [removed: annually enroll hundreds of our] [added: delivering in-house] front-line, mid-level and executive [removed: leaders (future and current) in] development [removed: programs;] [added: programs to hundreds of leaders;] |

|  | [removed: engage in] [added: conducting] rigorous internal talent assessment and succession planning [added: sessions] and |

In [removed: 2023,] [added: 2024,] more than [removed: 300] [added: 350] of our leaders participated in [removed: these] [added: our signature development] programs.

In [removed: 2023,] [added: 2024,] our employees logged [removed: over 50*,*000] [added: more than 65,000] hours of training in our online learning management system, which tracks both virtual and classroom courses delivered.

|  | [added: have] “no tolerance” policies regarding discrimination and harassment of employees, suppliers, customers and visitors; |

|  | [added: conduct] recurrent reviews of pay equity and [removed: addressing of] [added: address] gaps; |

|  | paid parental [removed: leave for all employees;] [added: leave;] |

WEYERHAEUSER COMPANY > [removed: 2023] [added: 2024] ANNUAL REPORT AND FORM 10-K 5

| | [SIGNATURES](#signatures) | 108 |

[Table of Contents](#toc_page)

We own a substantial amount of our timberland assets through two subsidiaries: Weyerhaeuser Timber Holdings, Inc., which holds our western timberland assets and began qualifying as a REIT beginning in the tax year 2022; and Weyerhaeuser Forest Holdings, Inc., which holds our southern timberland assets and intends to qualify as a REIT beginning in the tax year 2025.

[Table of Contents](#toc_page)

INNOVATION AND OPERATIONAL EXCELLENCE

We are committed to driving innovation and operational excellence across all facets of our business.

By leveraging cutting-edge technologies and fostering a culture of continuous improvement, Weyerhaeuser consistently improves reliability and safety, enhances its operational efficiency, mitigates disruption from external challenges and seizes new market opportunities.

The company’s relentless focus on innovation is evident in its strategic initiatives aimed at optimizing resource utilization, reducing costs and delivering superior value to our customers.

[Table of Contents](#toc_page)

[Table of Contents](#toc_page)

We work with more than 20 different conservation partners across the U.S. to develop programs to expand public access, protect critical habitat and preserve sites of environmental, cultural and historical significance.

We participate in more than 50 conservation agreements and collaborative efforts that address specific habitat needs of at-risk or sensitive species across our timberlands.

On average, 99 percent of our wood residuals are used to create other products or to generate energy.

[Table of Contents](#toc_page)

| Timberlands | 1,315 |

| Corporate | 847 |

| Total | 9,440 |

TALENT MANAGEMENT

Attracting, engaging, developing and retaining talented people is a core component of our sustainable business model.

To support this, we focus a great deal of energy and resources on recruiting, onboarding, training, coaching, leadership development, career planning, succession planning, pay and benefits and inclusion.

*Recruiting and Onboarding*

Any business that can attract top talent has a clear advantage, and our goal is to be an employer of choice in our industry and beyond.

Each year, we recruit, hire and onboard hundreds of people.

To excel in this area, we:

|  | connect our recruiters with HR and business leaders to monitor workforce plans and proactively source and build talent pipelines; |

|  | build relationships with faculty and students at strategic universities and technical colleges; |

|  | engage with teachers and students at schools in our operating communities; |

|  | partner with third-party workforce development organizations that are focused on building the critical skills we need and |

|  | focus on making our hiring and onboarding experience positive for all candidates and new hires. |

*Training and Career Planning*

Our employees are eager to learn and grow throughout their careers, and our business success depends on building a motivated and competent workforce.

To promote growth and development for our employees we engage in a number of activities, including:

|  | developing and deploying business-specific technical training for critical roles; |

|  | providing a comprehensive online catalog of training options to grow people and business skills; |

|  | offering easy access to find mentors throughout the company via a mentoring app and |

|  | engaging in career planning discussions with employees and providing tools to develop robust individual development plans. |

*Leadership Development and Succession*

Growing a strong pipeline of highly competent and talented leaders is essential to our long-term success.

Each year, we invest in developing our leaders and proactively build ready-now pipelines by:

|  | using defined competencies and development plans to help leaders identify their strengths and improve their gaps; |

| | [SIGNATURES](#signatures) | 106 |

| | |

| --- | --- |

We also own timberland assets through a subsidiary, Weyerhaeuser Timber Holdings, Inc., which qualifies as a REIT under the Internal Revenue Code of 1986, as amended (IRC), for tax years beginning 2022.

We are relentlessly focused on operational excellence, producing quality products customers want and are willing to pay for, at the lowest possible cost.

We currently participate in HCPs and other conservation agreements in Alabama, Arkansas, Florida, Georgia, Louisiana, Maine, Mississippi, New Hampshire, North Carolina, Oklahoma, Oregon, South Carolina, Vermont and Washington.

Overall, we currently have 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.

On average, we reuse, recycle or repurpose 99 percent of what could have been waste in our operations.

That is equal to approximately 11 billion pounds of material each year that otherwise would have found its way to a landfill.

| Timberlands | 1,282 |

| Corporate | 819 |

| Total | 9,318 |

PEOPLE DEVELOPMENT

Developing people is a core component of our sustainable business model, and we focus a great deal of energy and resources on training, coaching and career planning.

We also connect key human capital management priorities, such as succession planning, leadership development and critical role placement, with our executive compensation programs by including these and related priorities in our senior executives’ annual cash bonus plan goals.

To support our people development objectives we:

|  | partner with our employees on individual development plans and provide a wide range of individual development tools; |

|  | monitor and regularly review our strategies and action plans to address any workforce gaps in our organization, including gender, race and other underrepresented groups. |

We also believe in the 70-20-10 approach to professional growth.

This model acknowledges that at least 70 percent of development occurs on the job through direct experience and skill building.

Another 20 percent comes from focused relationship building and exposure to projects, processes and perspectives outside one’s normal expertise.

The final 10 percent is focused on targeted training courses and development programs that help our employees achieve their own specific career goals.

We offer three classroom-based leadership development programs that focus on helping current and future leaders build their skills.

In addition, we expanded our online training offerings, which are accessible to all employees to take in support of their career development, and we offered a variety of virtually facilitated trainings on a range of topics.

DIVERSITY, EQUITY AND INCLUSION (DE&I)

Our senior management team and board of directors regularly review our DE&I strategy and goals, which are focused on creating an inclusive environment, ensuring our policies and practices are equitable, and improving representation at all levels of the company.

To achieve this, we are focused on three key areas: leadership, people and culture.

We have an Inclusion Council of diverse employees from across our company and a dedicated director of DE&I who works with our leaders to set annual goals, review our progress and adjust our approach to meet evolving best practices.

The Inclusion Council and our director of DE&I provide insights and ideas to our senior management team, and they are actively engaged in helping us build an inclusive culture.

Our practices for achieving and maintaining a diverse, equitable and inclusive workplace include:

|  | masked names on resumes and diverse hiring teams; |

|  | training on unconscious bias and harassment prevention; |

|  | inclusive leadership training integrated into our development programs; |

|  | employee-led resource groups; |

|  | ongoing companywide communication on the importance of inclusion and |

|  | regular companywide surveys and other means of anonymously collecting candid feedback to assist us in evaluating our inclusive culture and addressing any identified gaps. |

Some of our benefits include paid parental leave, company match for retirement plans, comprehensive medical and dental coverage and paid time off.

Our governance framework is built on a foundation of written policies and guidelines that align with the principles set out in the corporate governance framework established by the Investor Stewardship Group, or ISG, for U.S.-listed companies.

informed decisions.

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