WY 10-K Annual Report Dec. 31, 2022 | Alphaminr

Effective Date August 11, 2021

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WEYERHAEUSER CO

10-Ks and 10-Qs

10-Q	Quarter ended Sept. 30, 2024
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10-K	Fiscal year ended Dec. 31, 2016
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10-K	Fiscal year ended Dec. 31, 2012
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10-K	Fiscal year ended Dec. 31, 2011
10-Q	Quarter ended Sept. 30, 2011
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10-Q	Quarter ended March 31, 2011
10-K	Fiscal year ended Dec. 31, 2010
10-Q	Quarter ended Sept. 30, 2010
10-Q	Quarter ended June 30, 2010
10-Q	Quarter ended March 31, 2010
10-K	Fiscal year ended Dec. 31, 2009

PROXIES

DEF 14A	Filed on March 27, 2024
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DEF 14A	Filed on March 30, 2022
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DEF 14A	Filed on April 3, 2020
DEF 14A	Filed on April 4, 2019
DEF 14A	Filed on April 5, 2018
DEF 14A	Filed on April 6, 2017
DEF 14A	Filed on April 6, 2016
DEF 14A	Filed on April 1, 2015
DEF 14A	Filed on Feb. 25, 2014
DEF 14A	Filed on Feb. 26, 2013
DEF 14A	Filed on Feb. 23, 2012
DEF 14A	Filed on March 1, 2011
DEF 14A	Filed on Feb. 25, 2010

TABLE OF CONTENTS

Part I Of This Report in The

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) Fifth Supplemental Indenture dated as of March 30, 2020 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 toExhibit 4.1to the Current Report on Form 8-K filed on March 30, 2020 - Commission File Number 1-4825) (g) 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) (h) 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) (i) 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) (j) 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) (k) 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) (l) 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) (m) Second Amendment to Installment Loan Agreement (including as Annex A the Amended Installment Note) dated as of June 30, 2021 between Weyerhaeuser Company, as borrower, and MeadWestvaco Timber Note Holding Company II, LLC as Holder (incorporated by reference toExhibit 4.1to the Current Report on Form 8-K filed on July 7, 2021 Commission File Number 1-4825) (n) 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) (o) Officers Certificate dated March 30, 2020 executed by Weyerhaeuser Company, as Issuer (incorporated by reference toExhibit 4.2to the Current Report on Form 8-K filed on March 30, 2020 Commission File Number 1-4825) (p) Officers Certificate dated March 9, 2022 executed by Weyerhaeuser Company, as Issuer (incorporated by reference toExhibit 4.1to the Current Report on Form 8-K filed on March 9, 2022 Commission File Number 1-4825) (q) Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference toExhibit 4(r)to the Annual Report on Form 10-K for the annual period ended December 31, 2019 Commission File Number 1-4825) (a) Form of Weyerhaeuser Executive Change of Control Agreement, as in effect as of August 12, 2022 (incorporated by reference toExhibit 10.3to the Current Report on Form 8-K filed on August 17, 2022 Commission File Number 1-4825)* (b) Weyerhaeuser CEO Change of Control Agreement, as in effect as of August 12, 2022 (incorporated by reference toExhibit 10.5to the Current Report on Form 8-K filed on August 17, 2022 Commission File Number 1-4825)* (c) Form of Weyerhaeuser Executive Severance Agreement, as in effect as of August 12, 2022 (incorporated by reference toExhibit 10.2to the Current Report on Form 8-K filed on August 17, 2022 Commission File Number 1-4825)* (d) Weyerhaeuser CEO Severance Agreement, as in effect as of August 12, 2022 (incorporated by reference toExhibit 10.4to the Current Report on Form 8-K filed on August 17, 2022 Commission File Number 1-4825)* (e) Form of Weyerhaeuser Executive Severance Agreement, as in effect from February 14, 2020 through August 11, 2022 (incorporated by reference toExhibit 10(c)to the Annual Report on Form 10-K for the annual period ended December 31, 2019 Commission File Number 1-4825)* (f) Weyerhaeuser Company 2013 Long-Term Incentive Plan (Amended and Restated Effective August 14, 2020) (incorporated by reference toExhibit 10.2to the Quarterly Report on Form 10-Q filed on October 30, 2020 Commission File Number 1-4825)* (g) 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)* (h) 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)* (i) Form of Weyerhaeuser Company 2013 Long-Term Incentive Plan Performance Share Unit Award Terms and Conditions for Plan Year 2021 (incorporated by reference toExhibit 10.1to the Current Report on Form 8-K filed on January 26, 2021 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 2022 (incorporated by reference toExhibit 10.1to the Current Report on Form 8-K filed on January 24, 2022 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 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 2013 Long-Term Incentive Plan Restricted Stock Unit Award Terms and Conditions for Plan Year 2021 (incorporated by reference toExhibit 10.2to the Current Report on Form 8-K filed on January 26, 2021 Commission File Number 1-4825)* (m) Form of Weyerhaeuser Company 2013 Long-Term Incentive Plan Restricted Stock Unit Award Terms and Conditions for Plan Year 2022 (incorporated by reference toExhibit 10.2to the Current Report on Form 8-K filed on January 24, 2022 Commission File Number 1-4825)* (n) Weyerhaeuser Company 2022 Long-Term Incentive Plan (incorporated by reference toExhibit 10.1to the Current Report on Form 8-K filed on May 13, 2022 Commission File Number 1-4825)* (o) Form of Weyerhaeuser Company 2022 Long-Term Incentive Plan Performance Share Unit Award Terms and Conditions for Plan Year 2022 (incorporated by reference toExhibit 10.3to the Current Report on Form 8-K filed on May 13, 2022 Commission File Number 1-4825)* (p) Form of Weyerhaeuser Company 2022 Long-Term Incentive Plan Restricted Stock Unit Award Terms and Conditions for Plan Year 2022 (incorporated by reference toExhibit 10.4to the Current Report on Form 8-K filed on May 13, 2022 Commission File Number 1-4825)* (q) Form of Weyerhaeuser Company 2022 Long-Term Incentive Plan Performance Share Unit Award Terms and Conditions for Plan Year 2023 (incorporated by reference toExhibit 10.1to the Current Report on Form 8-K filed on January 23, 2023 Commission File Number 1-4825)* (r) Form of Weyerhaeuser Company 2022 Long-Term Incentive Plan Restricted Stock Unit Award Terms and Conditions for Plan Year 2023 (incorporated by reference toExhibit 10.2to the Current Report on Form 8-K filed on January 23, 2023 Commission File Number 1-4825)* (s) 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)* (t) 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)* (u) Weyerhaeuser Company Amended and Restated Annual Incentive Plan for Salaried Employees (as amended effective February 14, 2020) (incorporated by reference toExhibit 10(u)to the Annual Report on Form 10-K for the annual period ended December 31, 2019 Commission File Number 1-4825)* (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 2023 Deferred Compensation Plan (incorporated by reference toExhibit 10.1to the Current Report on Form 8-K filed on August 17, 2022 Commission File Number 1-4825)* (x) 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)* (y) 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 File Number 1-4825)* (z) 2011 Fee Deferral Plan for Directors of Weyerhaeuser Company (Amended and Restated Effective August 14, 2020) (incorporated by reference toExhibit 10.1to the Quarterly Report on Form 10-Q filed on October 30, 2020 Commission File Number 1-4825)* (aa) Form of Weyerhaeuser Company 2022 Long-Term Incentive Plan Director Restricted Stock Unit Award Terms and Conditions for Plan Years beginning May 13, 2022 (incorporated by reference toExhibit 10.2to the Current Report on Form 8-K filed on May 13, 2022 Commission File Number 1-4825)* (bb) 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) 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)

* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.

FUND	NUMBER OF SHARES	VALUE ($)	PUT OR CALL

DIRECTORS	AGE	BIO	OTHER DIRECTOR MEMBERSHIPS

Customers

Customer name	Ticker
Herman Miller, Inc.	MLHR
UFP Industries, Inc.	UFPI
W.W. Grainger, Inc.	GWW

Suppliers

Supplier name	Ticker
The Sherwin-Williams Company	SHW
Caterpillar Inc.	CAT
Parker-Hannifin Corporation	PH
Xylem Inc.	XYL
Celanese Corporation	CE
PPG Industries, Inc.	PPG
Archer-Daniels-Midland Company	ADM

Owner	Position	Direct Shares	Indirect Shares