Weyerhaeuser (WY) 10-K risk factor changes: FY2022 vs FY2021

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2021][added: 2022]

FOR THE TRANSITION PERIOD FROM TO [added: f]

[removed: A Washington CORPORATION][added: A Washington CORPORATION]

[removed: SECURITIES] [added: SECURITIES] REGISTERED PURSUANT TO SECTION 12(b) OF THE [removed: ACT:][added: ACT:]

| [removed: TITLE] [added: TITLE] OF EACH [removed: CLASS] [added: CLASS] | | [removed: TRADING SYMBOL(S)] [added: TRADING SYMBOL(S)] | | [removed: NAME] [added: NAME] OF EACH [removed: EXCHANGE ON] [added: EXCHANGE ON] WHICH [removed: REGISTERED |] [added: REGISTERED] |

| Common Shares ($1.25 par value) | | WY | | New York Stock Exchange | [removed: |]

| [removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the Act: [removed: None |] [added: None] | | | | |

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: 2021,] [added: 2022,] as reported on the New York Stock Exchange Composite Price Transactions, was approximately [removed: $25.7] [added: $24.2] billion.

As of February [removed: 7, 2022, 746,331] [added: 6, 2023, 732,347] thousand shares of the registrant’s common stock ($1.25 par value) were outstanding.

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Portions of the *Notice of the [removed: 2022] [added: 2023] Annual Meeting of Shareholders and Proxy Statement* for the company’s Annual Meeting of Shareholders to be held May [removed: 13, 2022,] [added: 12, 2023,] are incorporated by reference into Part III.

[removed: WEYERHAEUSER] [added: WEYERHAEUSER] COMPANY [removed: > 2021] [added: > 2022] ANNUAL REPORT AND FORM 10-K

| [removed: PART I] [added: PART I] | | [removed: PAGE] [added: PAGE] |

| [removed: ITEM 1.] [added: ITEM 1.] | [removed: [OUR BUSINESS](#OUR_BUSINESSP)] [added: [OUR BUSINESS](#our_businessp)] | [removed: [1](#OUR_BUSINESSP)] [added: 1] |

| | [WE CAN TELL YOU [removed: MORE](#WE_CAN_TELL_YOU_MORE)] [added: MORE](#we_can_tell_you_more)] | [removed: [1](#WE_CAN_TELL_YOU_MORE)] [added: 1] |

| | [WHO WE [removed: ARE](#WHO_WE_ARE)] [added: ARE](#who_we_are)] | [removed: [1](#WHO_WE_ARE)] [added: 1] |

| | [ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) [removed: PRACTICES](#Environmental_Social_and_Governance)] [added: PRACTICES](#environmental_social_and_governance)] | [removed: [2](#Environmental_Social_and_Governance)] [added: 2] |

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

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

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

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

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

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

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

| [removed: ITEM 3.] [added: ITEM 3.] | [removed: [LEGAL PROCEEDINGS](#LEGAL_PROCEEDINGS)] [added: [LEGAL PROCEEDINGS](#legal_proceedings)] | [removed: [41](#LEGAL_PROCEEDINGS)] [added: 42] |

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

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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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| [removed: PART II] [added: PART II] | | |

| [removed: ITEM 5.] [added: ITEM 5.] | [removed: [MARKET] [added: [MARKET] FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#Market_for_Registrants)] [added: SECURITIES](#market_for_registrants)] | [removed: [41](#Market_for_Registrants)] [added: 42] |

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

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

| | [FINANCIAL PERFORMANCE [removed: SUMMARY](#FINANCIAL_PERFORMANCE_SUMMARY)] [added: SUMMARY](#financial_performance_summary)] | [removed: [44](#FINANCIAL_PERFORMANCE_SUMMARY)] [added: 45] |

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

| | [LIQUIDITY AND CAPITAL [removed: RESOURCES](#LIQUIDITY_CAPITAL_RESOURCES)] [added: RESOURCES](#liquidity_capital_resources)] | [removed: [50](#LIQUIDITY_CAPITAL_RESOURCES)] [added: 51] |

| | [ENVIRONMENTAL MATTERS, LEGAL PROCEEDINGS AND OTHER [removed: CONTINGENCIES](#ENVIRONMENTAL_MATTERS_LEGAL_PROCEEDINGS_)] [added: CONTINGENCIES](#environmental_matters_legal_proceedings_)] | [removed: [53](#ENVIRONMENTAL_MATTERS_LEGAL_PROCEEDINGS_)] [added: 54] |

| | [ACCOUNTING [removed: MATTERS](#ACCOUNTING_MATTERS)] [added: MATTERS](#accounting_matters)] | [removed: [53](#ACCOUNTING_MATTERS)] [added: 54] |

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

| [removed: ITEM 7A.] [added: ITEM 7A.] | [removed: [QUANTITATIVE] [added: [QUANTITATIVE] AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#QUANTITATIVE_QUALITATIVE_DISCLOSURES_ABO)] [added: RISK](#quantitative_qualitative_disclosures_abo)] | [removed: [57](#QUANTITATIVE_QUALITATIVE_DISCLOSURES_ABO)] [added: 58] |

| [removed: ITEM 8.] [added: ITEM 8.] | [removed: [FINANCIAL] [added: [FINANCIAL] STATEMENTS AND SUPPLEMENTARY [removed: DATA](#FINANCIAL_STATEMENTS_SUPPLEMENTARY_DATA)] [added: DATA](#financial_statements_supplementary_data)] | [removed: [58](#FINANCIAL_STATEMENTS_SUPPLEMENTARY_DATA)] [added: 59] |

| | [REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM](#REPORT_INDEPENDENT_REGISTERED_PUBLIC_ACC)] [added: FIRM](#report_independent_registered_public_acc)] | [removed: [58](#REPORT_INDEPENDENT_REGISTERED_PUBLIC_ACC)] [added: 59] |

| | [CONSOLIDATED STATEMENT OF [removed: OPERATIONS](#CONSOLIDATED_STATEMENT_OF_OPERATIONS)] [added: OPERATIONS](#consolidated_statement_of_operations)] | [removed: [59](#CONSOLIDATED_STATEMENT_OF_OPERATIONS)] [added: 60] |

| | [CONSOLIDATED STATEMENT OF COMPREHENSIVE [removed: INCOME](#CONSOLIDATED_STATEMENT_COMPREHENSIVE_INC)] [added: INCOME](#consolidated_statement_comprehensive_inc)] | [removed: [60](#CONSOLIDATED_STATEMENT_COMPREHENSIVE_INC)] [added: 61] |

| | [CONSOLIDATED BALANCE [removed: SHEET](#CONSOLIDATED_BALANCE_SHEET)] [added: SHEET](#consolidated_balance_sheet)] | [removed: [61](#CONSOLIDATED_BALANCE_SHEET)] [added: 62] |

| | [CONSOLIDATED STATEMENT OF CASH [removed: FLOWS](#CONSOLIDATED_STATEMENT_CASH_FLOWS)] [added: FLOWS](#consolidated_statement_cash_flows)] | [removed: [62](#CONSOLIDATED_STATEMENT_CASH_FLOWS)] [added: 63] |

| | [CONSOLIDATED STATEMENT OF CHANGES IN [removed: EQUITY](#CONSOLIDATED_STATEMENT_CHANGES_IN_EQUITY)] [added: EQUITY](#consolidated_statement_changes_in_equity)] | [removed: [63](#CONSOLIDATED_STATEMENT_CHANGES_IN_EQUITY)] [added: 64] |

| | [INDEX FOR NOTES TO CONSOLIDATED FINANCIAL [removed: STATEMENTS](#INDEX_FOR_NOTES_TO_CONSOLIDATED_FINANCIA)] [added: STATEMENTS](#index_for_notes_to_consolidated_fs)] | [removed: [64](#INDEX_FOR_NOTES_TO_CONSOLIDATED_FINANCIA)] [added: 65] |

| | [NOTES TO CONSOLIDATED FINANCIAL [removed: STATEMENTS](#NOTES_TO_CONSOLIDATED_FINANCIAL_STATEMEN)] [added: STATEMENTS](#notes_to_consolidated_financial_statemen)] | [removed: [65](#NOTES_TO_CONSOLIDATED_FINANCIAL_STATEMEN)] [added: 66] |

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

| [removed: PART III] [added: PART III] | | |

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

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

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

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

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

| [removed: PART IV] [added: PART IV] | | |

| [removed: ITEM 15.] [added: ITEM 15.] | [removed: [EXHIBITS] [added: [EXHIBITS] AND FINANCIAL STATEMENT [removed: SCHEDULES](#EXHIBITS_AND_FINANCIAL_STATEMENT_SCHEDUL)] [added: SCHEDULES](#exhibits_and_financial_statement_schedul)] | [removed: [101](#EXHIBITS_AND_FINANCIAL_STATEMENT_SCHEDUL)] [added: 102] |

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

| | [EXHIBITS](#EXHIBITS) | [102](#EXHIBITS) |

[removed: | | [SIGNATURES](#SIGNATURES) | [105](#SIGNATURES) |][added: SIGNATURES]

[added: INVESTING IN] OUR [removed: BUSINESS][added: BUSINESS]

These products are primarily supplied to the residential, multi-family, [removed: industrial, light commercial as well as] repair and [removed: remodel] [added: remodel, industrial and light commercial] markets.

In addition to practicing sustainable forestry, we focus on [removed: increasing] energy and resource efficiency, reducing greenhouse gas emissions, conserving natural resources and offering sustainable products that meet our customers' needs.

Unless otherwise specified, current information reported in this Form 10-K is as of or for the fiscal year ended December 31, [removed: 2021.][added: 2022.]

[removed: WE] [added: WE] CAN [removed: TELL] [added: TELL] YOU [removed: MORE][added: MORE]

[removed: AVAILABLE INFORMATION][added: AVAILABLE INFORMATION]

| [removed: •] [added: ] | the SEC website — www.sec.gov and |

| [removed: •] [added: ] | our website (free of charge) — www.weyerhaeuser.com. |

[removed: WHO WE ARE][added: WHO WE ARE]

We were incorporated as [removed: *Weyerhaeuser] [added: Weyerhaeuser] Timber [removed: Company*] [added: Company] in the state of Washington in January 1900, when Frederick Weyerhaeuser and 15 partners bought 900 thousand acres of timberland.

[removed: REAL] [added: REAL] ESTATE INVESTMENT TRUST [removed: (REIT)][added: (REIT)]

We also own [removed: substantial] timberland assets through a subsidiary, Weyerhaeuser Timber Holdings, Inc., [removed: that we believe will qualify for taxation] [added: which qualifies] as a REIT under the Internal Revenue Code of 1986, as amended (IRC), for tax years beginning 2022.

[removed: WEYERHAEUSER] [added: WEYERHAEUSER] COMPANY [removed: > 2021] [added: > 2022] ANNUAL REPORT AND FORM 10-K 1

| [removed: •] [added: ] | Timberlands; |

| [removed: •] [added: ] | Real Estate, Energy and Natural Resources (Real Estate & ENR) and |

| [removed: •] [added: ] | Wood Products. |

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*](#note_2_business_segments)] and [*Note 21: Geographic [removed: Areas*](#NOTE_22_GEOGRAPHIC_AREAS).][added: Areas*](#note_21_geographic_areas).]

[removed: EFFECT] [added: EFFECT] OF MARKET [removed: CONDITIONS][added: CONDITIONS]

[removed: COMPETITION] [added: COMPETITION] IN OUR [removed: MARKETS][added: MARKETS]

| [removed: •] [added: ] | Timberlands — [removed: Deliver] [added: Capture] maximum timber value from every acre we own or manage. |

| [removed: •] [added: ] | 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 assets. |

| [removed: •] [added: ] | Wood Products — Manufacture high-quality structural lumber, oriented strand board and engineered wood products, as well as deliver complementary building products for residential, multi-family, industrial and light commercial applications at competitive costs. |

[removed: ENVIRONMENTAL,] [added: ENVIRONMENTAL,] SOCIAL AND GOVERNANCE (ESG) [removed: PRACTICES][added: PRACTICES]

[removed: Sustainability is one of the core values of our company, and we] [added: We] have spent decades building a solid foundation characterized by excellence in environmental stewardship, social responsibility and corporate governance.

[removed: ENVIRONMENTAL STEWARDSHIP][added: ENVIRONMENTAL STEWARDSHIP]

[removed: PRACTICING] [added: PRACTICING] SUSTAINABLE [removed: FORESTRY][added: FORESTRY]

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

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

In [removed: 2020,] [added: 2021,] our forests contained between 2.3 [added: billion and 3.6 billion mtCO2e.]

[removed: WEYERHAEUSER] [added: WEYERHAEUSER] COMPANY [removed: > 2021] [added: > 2022] ANNUAL REPORT AND FORM 10-K 2

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

[removed: OUR CARBON RECORD][added: CARBON RECORD]

In [removed: 2020,] [added: 2021,] our carbon removals totaled approximately [removed: 32] [added: 35] million mtCO2e.

This was comprised of [removed: 10] [added: 14] million mtCO2e of direct carbon removals from our U.S. timberlands (the increase in above-ground carbon attributable to forest growth and management practices after we account for harvest and mortality) and an additional [removed: 22] [added: 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).

[removed: The remaining 6] [added: In total, our carbon emissions in 2021 were 7.4] million [added: metric tons of carbon dioxide equivalent (mtCO2e), 0.9 million] mtCO2e [removed: are] scope [added: 1 and scope 2 emissions primarily attributable to fuel usage and purchased electricity within our Wood Products mills and 6.5 million mtCO2e scope] 3 [removed: emissions,] [added: emissions] primarily generated by customers who purchase our wood fiber and emissions associated with the products and services we buy.

[removed: Additionally, in 2021 we set] [added: We have] a science-based greenhouse gas [added: emissions] reduction target that [removed: was] [added: has been] approved by the Science Based Targets initiative at the most ambitious [removed: level] [added: level,] in alignment with the Paris Agreement goal of limiting global warming to 1.5 degree Celsius.

[removed: PROTECTING BIODIVERSITY][added: PROTECTING BIODIVERSITY]

[removed: 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 harvests, or refraining from harvesting during certain sensitive times.

[removed: IMPROVING] [added: IMPROVING] CONSERVATION [removed: OUTCOMES][added: OUTCOMES]

OUR BUSINESS

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 U.S., and the evolution of emerging renewable energy and carbon-related markets.

Sustainability is one of the core values of our company and has been for over 100 years.

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.

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

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.

Our scope 1 and scope 2 emissions are calculated in accordance with the Greenhouse Gas Protocol's Corporate Accounting and Reporting Standard.

In 2022, we obtained limited assurance for our 2020 and 2021 scope 1 and location-based scope 2 emissions from a third-party attestation provider.

Our scope 3 emissions are calculated in accordance with the Greenhouse Gas Protocol's Corporate Value Chain (Scope 3) Accounting and Reporting Standard.

In 2022, we also joined The Climate Pledge, committing to achieve net-zero carbon emissions across our value chain by 2040.

In 2022, we committed to the U.S. Department of Energy's (DOE) Better Plants Program to improve energy efficiency at our manufacturing facilities by 10 percent between 2020 and 2030.

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

We developed a comprehensive wood products energy strategy and have begun implementation of this strategy by developing short-term action plans, evaluation tools and energy champions at all sites.

We also fully integrated greenhouse gas and energy metrics into capital planning processes and conducted energy audits at multiple manufacturing sites.

We also support other renewable energy solutions, such as wind and solar power, through our timberlands.

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

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| Corporate | 782 |

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In 2022, about 275 of our leaders participated in these programs.

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

We have in place an Inclusion Council of 25 diverse employees from across our company and a dedicated director of Diversity, Equity and Inclusion (DE&I) who works with our leaders to set annual goals, review our progress and adjust our approach to meet evolving best practices.

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

In 2022, we conducted an engagement survey of all employees, and our response rate was 75 percent.

The board has regular executive sessions of independent

*Shareholder Proxy Access*

*Policy on Shareholder Approval of Rights Plans*

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

*Shareholders' Right to Call Meetings*

CYBERSECURITY

Our risk management program includes focused efforts on managing cybersecurity risk, including the following:

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|  | A robust information security training program that requires all company employees with access to our networks to participate in regular and mandatory training on how to be aware of, and help defend against, cyber risks, combined with periodic testing to measure the efficacy of our training efforts. |

|  | Alignment of our program with the National Institute of Standards and Technology Cybersecurity Framework to prevent, detect and respond to cyberattacks. |

|  | Ongoing adoption of a “zero trust” cybersecurity model. |

|  | Regular and robust testing of our systems to assess our vulnerability to cyber risk, which includes targeted penetration testing, tabletop incident response exercises, periodic audits of our systems by outside industry experts and regular vulnerability scanning. |

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

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Real Estate is affected by the health of the U.S. economy and local real estate market conditions, such as the level of supply or demand for properties sharing the same or similar characteristics as our timberlands.

Energy and Natural Resources is affected by underlying demand for commodities, including natural gas and minerals.

STORING CARBON

billion and 3.6 billion metric tons of carbon dioxide equivalent (mtCO2e).

In 2021, we reached a significant milestone in publishing our inaugural carbon record.

Our carbon emissions totaled 7 million mtCO2e in 2020, with just 1 million of that total being our direct and indirect emissions.

These direct and indirect emissions are primarily attributable to electricity and fuel usage within our Wood Products mills, which speaks to the low carbon intensity of wood products manufacturing.

See further discussion in the “Improving Air Quality” section below.

Because our forests rely on rainwater to grow, our company’s measurable impact on water use is

We also reduce energy use in our manufacturing facilities by evaluating and implementing efficiency gains, such as utilizing more efficient manufacturing equipment and processes.

Between 2016 and 2020, we improved our overall energy efficiency by 3 percent.

In the first half of 2021, we launched an energy strategy team to focus on increasing energy efficiency at our manufacturing facilities.

The team is benchmarking energy efficiency across all manufacturing facilities to identify opportunities for improvement and will implement best practices to further our progress.

Beyond reducing our own energy consumption, we also offer other energy solutions.

Our timberlands provide an important land base for renewable energy production, such as wind and solar power.

IMPROVING AIR QUALITY

Between 2000 and 2020, we reduced our total greenhouse gas emissions by 57 percent.

We achieved these reductions primarily by consolidating operations to higher-efficiency mills, replacing fossil fuels with carbon-neutral biomass fuels, and reducing fertilizer use in our timberlands.

We expect to maintain these gains and further decrease our emissions with the continued installation of new, more efficient equipment and by investing in capital projects that decrease our need for fossil fuels and other greenhouse gas-emitting sources.

In 2021, we set and submitted a science-based greenhouse gas reduction target to 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.

With this very important milestone, we’re excited to join a select group of climate leaders who are on a path to net zero emissions.

| Corporate | 787 |

| Total | 9,214 |

In early 2020, our focus on workplace safety enabled us to quickly implement additional protocols to safeguard the health of our employees and preserve business continuity at the outset of the COVID-19 pandemic, and this focus has continued to guide our policies and practices through the present time.

We typically enroll hundreds of leaders in these in-person programs each year.

However, in 2021, due to ongoing COVID-related health and safety restrictions, we delivered our programs in virtual formats where viable.

To achieve this, we are focused on seven key areas: leadership and accountability, equitable practices and policies, recruiting and hiring, training and development, communication and culture, affinity and connection, and community outreach.

Our Inclusion Council helps us set annual goals for improvement in each category, and we share our progress internally and externally.

This Council comprises 20 diverse employees from across our company who provide insights and recommendations to our senior

Excluding temporary hires, in 2021, 47 percent of the company’s new U.S. hires met the company’s criteria for diversity, which includes race/ethnicity, gender and veteran status.

In 2021, we did not conduct a full engagement survey, but we did conduct three targeted surveys of 2,597 salaried employees and our response rate was 78 percent.

appointed seven new directors to our board since 2015.

We amended our Bylaws in 2018 to adopt provisions implementing proxy access.

In adopting proxy access, the board considered feedback from our shareholders that we received during our shareholder engagement discussions.

certain notice and other procedural requirements are followed and if the board determines that the matters of business to be brought before the meeting are appropriate for shareholder action under applicable law.

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| Oregon | | | 1,451 | | | | — | | | | 1,451 | |