ACQUISITIONS

PENDING MERGER WITH PLUM CREEK

On November 6, 2015 Weyerhaeuser Company and Plum Creek Timber, Inc., entered into an Agreement and Plan of Merger (“Merger Agreement”) pursuant to which Plum Creek will merge with and into Weyerhaeuser Company with Weyerhaeuser continuing as the surviving corporation. Under the terms of the Merger Agreement, Plum Creek shareholders will receive 1.60 shares of Weyerhaeuser common shares for each share of Plum Creek common stock at the closing date. Plum Creek is a REIT that owns and manages timberlands in the United States. In addition Plum Creek produces wood products, develops opportunities for mineral and other natural resource extraction, and develops and sells real estate properties.

Because the exchange ratio was fixed at the time of the merger agreement and the market value of our common stock will continue to fluctuate, the total value of the consideration exchanged will not be determinable until the closing date. The number of shares to be issued with respect to Plum Creek stock awards will not be determinable until the closing of the transaction. We have estimated the total consideration expected to be issued to Plum Creek shareholders in the merger to be 278 million shares of our common stock based on the 1.60 exchange ratio and the number of shares of Plum Creek common stock issued and outstanding as of November 30, 2015.

The merger agreement has been approved by both companies' board of directors. The closing of the merger is subject to approval by the shareholders of Plum Creek, the approval by our shareholders of the issuance of Weyerhaeuser Company common stock to Plum Creek's shareholders, receipt of certain regulatory approvals and other conditions specified in the merger agreement. The merger is expected to close in the first quarter of 2016.

LONGVIEW TIMBER PURCHASE

On July 23, 2013, we purchased 100 percent of the equity interests in Longview Timber LLC (Longview Timber) for $1.58 billion cash and assumed debt of $1.07 billion, for an aggregate purchase price of $2.65 billion. Longview Timber was a privately-held Delaware limited liability company engaged in the ownership and management of approximately 645,000 acres of timberlands in Oregon and Washington. We believe Longview Timber has productive lands with favorable age class distribution that will provide us with optionality for harvest. Earnings, assets and liabilities from this business are reported as part of the Timberlands segment beginning in third quarter 2013.

Summarized Unaudited Pro Forma Information that Presents Combined Amounts as if this Acquisition Occurred at the Beginning of 2012



DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES
	2013
Net sales	$	7,371
Net earnings from continuing operations attributable to Weyerhaeuser common shareholders	$	485
Net earnings from continuing operations per share attributable to Weyerhaeuser common shareholders, basic	$	0.84
Net earnings from continuing operations per share attributable to Weyerhaeuser common shareholders, diluted	$	0.83

Estimated Fair Values of Identifiable Assets Acquired and Liabilities Assumed as of the Acquisition Date



DOLLAR AMOUNTS IN MILLIONS
	July 23, 2013		Measurement Period Adjustments		December 31, 2013
Current assets	$	46	$	—	$	46
Property and equipment	39		1		40
Timber and timberlands	2,654		2		2,656
Other assets	2		—		2
Total assets acquired	2,741		3		2,744
Current liabilities	10		—		10
Long-term debt	1,122		—		1,122
Other liabilities	5		3		8
Total liabilities assumed	1,137		3		1,140
Net assets acquired	$	1,604	$	—	$	1,604

The initial allocations of purchase price were recorded at the estimated fair value of assets acquired and liabilities assumed based upon the best information available to management. The purchase price allocation was finalized in the fourth quarter 2013. The measurement period adjustments reflect additional information obtained to record the fair value of certain assets acquired and liabilities assumed based on facts and circumstances existing as of the acquisition date.

In order to finance our purchase of Longview Timber, we issued the following:


•	29 million common shares on June 24, 2013, at the price of $27.75 per share for net proceeds of $781 million;


•	4.4 million common shares on July 8, 2013, at the price of $27.75 per share for net proceeds of $116 million, in connection with the exercise of an overallotment option; and


•	13.8 million of our 6.375 percent Mandatory Convertible Preference Shares, Series A, par value $1.00 and liquidation preference of $50.00 per share on June 24, 2013, for net proceeds of $669 million. See Note 16: Shareholders' Interest for more information.

For issuances of shares, excess of par value is recorded in "Other capital" in our Consolidated Balance Sheet.

Proceeds were used to finance the acquisition and pay related fees and expenses. We paid $11 million in fees related to a bridge loan in 2013. As of the close of the Longview Timber purchase, we did not draw from the loan and these fees were expensed in 2013, which is recorded in "Interest expense" in our Consolidated Statement of Operations.

We obtained additional debt financing in 2013 which was used to repay all of the assumed debt in 2013. See Note 13: Long-term Debt.