WY 10-K Annual Report Dec. 31, 2019 | Alphaminr
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WY 10-K Fiscal year ended Dec. 31, 2019

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WEYERHAEUSER CO
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TABLE OF CONTENTS
Note 1: Summary Of Significant Accounting PoliciesNote 2: Business SegmentsNote 3: Revenue RecognitionNote 4: Divestitures and Assets Held For SaleNote 5: Net Earnings (loss) Per ShareNote 6: InventoriesNote 7: Property and EquipmentNote 8: Related PartiesNote 9: Pension and Other Postretirement Benefit PlansNote 10: Accrued LiabilitiesNote 11: Line Of CreditNote 12: Long-term DebtNote 13: Fair Value Of Financial InstrumentsNote 14: Legal Proceedings, Commitments and ContingenciesNote 15: Shareholders InterestNote 16: Share-based CompensationNote 17: LeasesNote 18: Charges For Integration and Restructuring, Closures and Asset ImpairmentsNote 19: Charges (recoveries) For Product Remediation, NetNote 20: Other Operating Costs (income), NetNote 21: Income TaxesNote 22: Geographic AreasNote 23: Selected Quarterly Financial Information (unaudited)

Exhibits

(a) Agreement and Plan of Merger, dated as of November 6, 2015, between Weyerhaeuser Company and Plum Creek Timber Company, Inc. (incorporated by reference toExhibit 2.1to the Current Report on Form 8-K filed on November 9, 2015 - Commission File Number 1-4825) (a) Articles of Incorporation (incorporated by reference toExhibit 3.1to the Quarterly Report on Form 10-Q filed on May 6, 2011 - Commission File Number 1-4825, and toExhibit 3.1to the Current Report on Form 8-K filed on June 20, 2013 - Commission File Number 1-4825) (b) Bylaws (incorporated by reference toExhibit 3.1to the Quarterly Report on Form 10-Q filed on October 26, 2018- Commission File Number 1-4825) (a) Indenture dated as of April 1, 1986 between Weyerhaeuser Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank and Chemical Bank), a national banking association, as Trustee (incorporated by reference from theRegistration Statement on Form S-3, Registration No. 333-36753) (f) Indenture dated as of March 15, 1983 between Weyerhaeuser Company (as successor to Willamette Industries, Inc.) and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank), as Trustee (incorporated by reference toExhibit 4(f)to the Annual Report on Form 10-K for the annual period ended December 31, 2017 Commission File Number 1-4825) (g) Indenture dated as of January 30, 1993 between Weyerhaeuser Company (as successor to Willamette Industries, Inc.) and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank), as Trustee (incorporated by reference toExhibit 4(g)to the Annual Report on Form 10-K for the annual period ended December 31, 2017 Commission File Number 1-4825) (h) First Supplemental Trust Indenture dated as of March 12, 2002 between Weyerhaeuser Company (as successor to Willamette Industries, Inc.) and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank), as Trustee (incorporated by reference toExhibit 4(h)to the Annual Report on Form 10-K for the annual period ended December 31, 2017 Commission File Number 1-4825) (i) Indenture dated as of January 15, 1996 between Weyerhaeuser Company Limited (as successor to MacMillan Bloedel Limited) and The Bank of New York Mellon Trust Company, N.A. (as successor to Harris Trust Company of New York, formerly known as Bank of Montreal Trust Company), as Trustee (incorporated by reference toExhibit 4(i)to the Annual Report on Form 10-K for the annual period ended December 31, 2017 Commission File Number 1-4825) (j) First Supplemental Indenture dated as of November 1, 1999 between Weyerhaeuser Company Limited and The Bank of New York Mellon Trust Company, N.A. (as successor to Harris Trust Company of New York, formerly Bank of Montreal Trust Company), as Trustee (incorporated by reference toExhibit 4(j)to the Annual Report on Form 10-K for the annual period ended December 31, 2017 Commission File Number 1-4825) (k) Note Indenture dated November 14, 2005 by and among Plum Creek Timberlands, L.P., as Issuer, Weyerhaeuser Company, as successor to Plum Creek Timber Company, Inc., as Guarantor, and U.S. Bank National Association, as Trustee (incorporated by reference toExhibit 4.2to the Current Report on Form 8-K filed on February 19, 2016 - Commission File Number 1-4825) (l) Supplemental Indenture No. 1 dated as of February 19, 2016 by and among Plum Creek Timberlands, L.P., as Issuer, Weyerhaeuser Company, as Guarantor, and U.S. Bank National Association, as Trustee (incorporated by reference toExhibit 4.1to the Current Report on Form 8-K filed on February 19, 2016 - Commission File Number 1-4825) (m) Supplemental Indenture No. 2 dated September 28, 2016 by and between Weyerhaeuser Company, as successor Issuer, and U.S. Bank National Association, as Trustee (incorporated by reference toExhibit 4.1to the Current Report on Form 8-K filed on September 30, 2016 - Commission File Number 1-4825) (n) Officers Certificate dated November 15, 2010 executed by Plum Creek Timberlands, L.P., as Issuer (incorporated byreference toExhibit 4.3to the Current Report on Form 8-K filed on February 19, 2016 - Commission File Number 1-4825) (o) Officers Certificate dated November 26, 2012 executed by Plum Creek Timberlands, L.P., as Issuer (incorporated by reference toExhibit 4.4to the Current Report on Form 8-K filed on February 19, 2016 - Commission File Number 1-4825) (p) Assumption and Amendment Agreement and Installment Note dated as of April 28, 2016 by and among Plum Creek Timberlands, L.P., Weyerhaeuser Company and MeadWestvaco Timber Note Holding Company II, L.L.C. (incorporated by reference toExhibit 4.1to the Current Report on Form 8-K filed on May 4, 2016 - Commission File Number 1-4825) (q) Officers Certificate dated February 25, 2019 executed by Weyerhaeuser Company, as Issuer (incorporated by reference toExhibit 4.1to the Current Report on Form 8-K filed on February 25, 2019 - Commission File Number 1-4825) (r) Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (a) Form of Weyerhaeuser Executive Change in Control Agreement, as in effect as of February 14, 2020* (b) Weyerhaeuser CEO Change in Control Agreement, as in effect as of February 14, 2020* (c) Form of Weyerhaeuser Executive Severance Agreement, as in effect as of February 14, 2020* (d) Weyerhaeuser CEO Severance Agreement, as in effect as of February 14, 2020* (e) Retention Agreement with Russell S. Hagen dated August 24, 2018 (incorporated by reference toExhibit 10.2to the Quarterly Report on Form 10-Q filed on October 26, 2018 - Commission File Number 1-4825)* (f) Restricted Stock Unit Agreement with Adrian M. Blocker dated August 24, 2018 (incorporated by reference toExhibit 10.3to the Quarterly Report on Form 10-Q filed on October 26, 2018 - Commission File Number 1-4825)* (g) Weyerhaeuser Company 2013 Long-Term Incentive Plan (incorporated by reference toExhibit 10.1to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 19, 2013 - Commission File Number 1-4825)* (h) Form of Weyerhaeuser Company 2013 Long-Term Incentive Plan Stock Option Award Terms and Conditions (incorporated by reference toExhibit 10.2to the Current Report on Form 8-K filed on April 16, 2013 - Commission File Number 1-4825)* (i) Form of Weyerhaeuser Company 2013 Long Term Incentive Plan Performance Share Unit Award Terms and Conditions for Plan Years 2017, 2018 and 2019 (incorporated by reference toExhibit 10.1to the Current Report on Form 8-K filed on January 26, 2017 - Commission File Number 1-4825)* (j) Form of Weyerhaeuser Company 2013 Long Term Incentive Plan Performance Share Unit Award Terms and Conditions for Plan Year 2020 (incorporated by reference toExhibit 10.1to the Current Report on Form 8-K filed on January 24, 2020 - Commission File Number 1-4825)* (k) Form of Weyerhaeuser Company 2013 Long-Term Incentive Plan Restricted Stock Unit Award Terms and Conditions for Plan Years 2016, 2017, 2018, 2019 and 2020 (incorporated by reference toExhibit 10(i)to the Annual Report on Form 10-K for the annual period ended December 31, 2017 Commission File Number 1-4825)* (l) Form of Weyerhaeuser Company 2004 Long-Term Incentive Plan Stock Option Award Terms and Conditions (incorporated by reference toExhibit 10.1to the Current Report on Form 8-K filed on February 11, 2013 - Commission File Number 1-4825)* (m) Weyerhaeuser Company 2004 Long-Term Incentive Compensation Plan, as Amended and Restated (incorporated by reference toExhibit 10.5to the Current Report on Form 8-K filed on December 29, 2010 - Commission File Number 1-4825)* (n) Form of Plum Creek Executive Stock Option, Restricted Stock Unit and Value Management Award Agreement For Plan Year 2010 (incorporated by reference toExhibit 10(v)to the Annual Report on Form 10-K for the annual period ended December 31, 2016 - Commission File Number 1-4825)* (o) Form of Plum Creek Executive Stock Option, Restricted Stock Unit and Value Management Award Agreement For Plan Year 2011 (incorporated by reference toExhibit 10(w)to the Annual Report on Form 10-K for the annual period ended December 31, 2016 - Commission File Number 1-4825)* (p) 2012 Plum Creek Timber Company, Inc. Stock Incentive Plan (incorporated by reference toExhibit 99.1from the Registration Statement on Form S-8, Registration No. 333-209617)* (q) Amended and Restated Plum Creek Timber Company, Inc. Stock Incentive Plan (incorporated by reference toExhibit 99.2from the Registration Statement on Form S-8, Registration No. 333-209617)* (r) Plum Creek Supplemental Pension Plan (incorporated by reference toExhibit 10(dd)to the Annual Report on Form 10-K for the annual period ended December 31, 2016 - Commission File Number 1-4825)* (s) Plum Creek Pension Plan (incorporated by reference toExhibit 10(ee)to the Annual Report on Form 10-K for the period ended December 31, 2016 - Commission File Number 1-4825)* (t) Plum Creek Supplemental Benefits Plan (incorporated by reference toExhibit 10(ff)to the Annual Report on Form 10-K for the annual period ended December 31, 2016 - Commission File Number 1-4825)* (u) Weyerhaeuser Company Amended and Restated Annual Incentive Plan for Salaried Employees (as amended effective February 14, 2020)* (v) Weyerhaeuser Company 2015 Deferred Compensation Plan (incorporated by reference toExhibit 10.3to the Current Report on Form 8-K filed on December 22, 2014 - Commission File Number 1-4825)* (w) Weyerhaeuser Company Salaried Employees Supplemental Retirement Plan (incorporated by reference toExhibit 10(p)to the Annual Report on Form 10-K for the annual period ended December 31, 2004 - Commission File Number 1-4825)* (x) 2011 Fee Deferral Plan for Directors of Weyerhaeuser Company (Amended and Restated Effective January 1, 2016) (incorporated by reference toExhibit 10.1to the Quarterly Report on Form 10-Q filed on May 6, 2016 - Commission FileNumber 1-4825)* (y) Form of Weyerhaeuser Company 2013 Long-Term Incentive Plan Director Restricted Stock Unit Award Terms and Conditions (incorporated by reference toExhibit 10(z)to the Annual Report on Form 10-K for the annual period ended December 31, 2017 Commission File Number 1-4825)* (z) Revolving Credit Facility Agreement dated as of January 29, 2020, among Weyerhaeuser Company, as Borrower, the lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference toExhibit 10.1to the Current Report on Form 8-K filed on January 29, 2020 - Commission File Number 1-4825) (aa) Term Loan Agreement dated July 24, 2017, by and among Weyerhaeuser Company, Northwest Farm Credit Services, PCA, as administrative agent, and the lender party thereto (incorporated by reference toExhibit 10to the Quarterly Report on Form 10-Q filed on July 28, 2017- Commission File Number 1-4825) (bb) Redemption Agreement dated as of August 30, 2016 by and among Southern Diversified Timber, LLC, Weyerhaeuser NR Company, TCG Member, LLC, Plum Creek Timber Operations I, L.L.C., TCG/Southern Diversified Manager, LLC, Southern Diversified, LLC, Campbell Opportunity Fund VI, L.P., and Campbell Opportunity Fund VI-A, L.P. (incorporated by reference toExhibit 10.1to the Quarterly Report on Form 10-Q filed on October 28, 2016 - Commission File Number 1-4825) (cc) Commitment Agreement dated as of January 23, 2019, by and among Weyerhaeuser Company, Athene Annuity and Life Company and State Street Global Advisors Trust Company. Confidential treatment has been requested for portions of this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. These portions have been omitted and filed separately with the Securities and Exchange Commission (incorporated by reference toExhibit 10(hh)to the Annual Report on Form 10-K for the annual period ended December 31, 2018 - Commission File Number 1-4825) 14 Code of Business Conduct and Ethics (incorporated by reference toExhibit 14.1to the Current Report on Form 8-K filed on August 22, 2016 - Commission File Number 1-4825) 21 Subsidiaries of the Registrant 23 Consent of Independent Registered Public Accounting Firm 31(a) Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended 31(b) Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended 32 Certification pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350)