8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

October 28, 2016

(Date of earliest event report)

WEYERHAEUSER COMPANY

(Exact name of registrant as specified in charter)

Washington	1-4825	91-0470860
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

Seattle, Washington 98104-7800

(Address of principal executive offices)

(zip code)

Registrant’s telephone number, including area code:

(206) 539-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Exhibit 99.1

Exhibit 99.2

Section 2 - Financial Information

Item 2.02. Results of Operations and Financial Condition

On October 28, 2016, Weyerhaeuser Company issued a press release announcing its financial results for the quarter ended September 30, 2016. Copies of the press release and the exhibits thereto are furnished as Exhibits 99.1 and 99.2 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d)	The following items are furnished as exhibits to this report.
99.1	Press release of Weyerhaeuser Company issued October 28, 2016 reporting results of operations for the quarter ended September 30, 2016.
99.2	Exhibits to press release of Weyerhaeuser Company issued October 28, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WEYERHAEUSER COMPANY
By	/s/ Jeanne M. Hillman
Its:	Vice President and Chief Accounting Officer

Date: October 28, 2016

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of Weyerhaeuser Company issued October 28, 2016 reporting results of operations for the quarter ended September 30, 2016.
99.2	Exhibits to press release of Weyerhaeuser Company issued October 28, 2016.

EX-99.1

For more information contact:	Analysts - Beth Baum or Krista Kochivar (206) 539-3907
	Media - Kate Tate (206) 539-4420

Weyerhaeuser Reports Third Quarter Results

• Earnings increased approximately 45% compared with second quarter

• Closed sale of liquid packaging board business for $285 million

• Repurchased $306 million of common shares, completing $2 billion accelerated commitment

SEATTLE (October 28, 2016) - Weyerhaeuser Company (NYSE: WY) today reported third quarter net earnings to common shareholders of $227 million, or $0.30 per diluted share, on net sales of $1.7 billion. This compares with net earnings of $180 million, or $0.35 per diluted share, on net sales of $1.4 billion for the same period last year.

Third quarter results include after-tax earnings of $65 million from discontinued operations, which included a net gain of $41 million on the divestiture of the liquid packaging board business. Third quarter results also include net after-tax charges of $10 million from special items. Excluding discontinued operations and special items, the company reported net earnings of $172 million, or $0.23 per diluted share for the third quarter. This compares with net earnings from continuing operations before special items of $121 million for the same period last year and $130 million for second quarter of 2016.

“Our employees delivered strong results in the quarter as Timberlands drove improved performance through merger synergies and Wood Products reported its best third quarter in over a decade,” said Doyle R. Simons, president and CEO. “We also completed our $2 billion accelerated share repurchase and closed the sale of our liquid packaging business. We remain committed to driving value for shareholders through a focused portfolio, industry leading performance, and disciplined capital allocation. The integration with Plum Creek continues to go very well and we are confident we will fully capture the cost and operational synergies from the merger.”

WEYERHAEUSER FINANCIAL HIGHLIGHTS

Weyerhaeuser merged with Plum Creek Timber Company, Inc. (Plum Creek) on February 19, 2016. The financial statements presented within this release do not include Plum Creek financial results for any period prior to the February 19, 2016 merger date.

During 2016, Weyerhaeuser announced the sale of its Cellulose Fibers pulp mills, liquid packaging board business, and printing papers joint venture. Results for the Cellulose Fibers segment are presented as discontinued operations. All periods presented have been revised to separate results of discontinued operations from the results of our continuing operations.

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WEYERHAEUSER FINANCIAL HIGHLIGHTS	2016	2016	2015
(millions, except per share data)	2Q	3Q	3Q
Net sales	$1,655	$1,709	$1,355
Net earnings attributable to Weyerhaeuser common shareholders	$157	$227	$180
Weighted average shares outstanding, diluted(1)	748	754	517
Earnings per diluted share	$0.21	$0.30	$0.35
Net earnings from continuing operations attributable to Weyerhaeuser common shareholders before special items(2)	$130	$172	$121
Net earnings from continuing operations per diluted share attributable to Weyerhaeuser common shareholders before special items	$0.17	$0.23	$0.23
Adjusted EBITDA(3)	$413	$434	$245
(1) In the first quarter of 2016, Weyerhaeuser issued approximately 279 million shares in conjunction with the Plum Creek merger. During 2016, Weyerhaeuser has repurchased approximately 68 million shares to complete our $2 billion accelerated repurchase commitment, part of the $2.5 billion repurchase authorization that was announced in conjunction with the merger transaction. In the third quarter of 2016, the company issued approximately 23 million shares as a result of the conversion of its mandatory convertible preference shares. At the end of the third quarter of 2016, the company had approximately 748 million common shares outstanding.
(2) After-tax special items for the third quarter of 2016 represent $10 million of Plum Creek merger-related costs. There were no special items in the third quarter of 2015. After-tax special items from continuing operations for second quarter 2016 were $11 million.
(3) Adjusted EBITDA is a non-GAAP measure that management uses to evaluate the performance of the company. Adjusted EBITDA, as we define it, is operating income from continuing operations, adjusted for depreciation, depletion, amortization, basis in real estate sold, pension and postretirement costs not allocated to business segments and special items. Adjusted EBITDA excludes results from joint ventures. Adjusted EBITDA should not be considered in isolation from and is not intended to represent an alternative to our GAAP results. A reconciliation of Adjusted EBITDA to GAAP earnings is included within this release.

TIMBERLANDS

FINANCIAL HIGHLIGHTS (millions)	2Q 2016	3Q 2016	Change
Net sales	$664	$700	$36
Contribution to pre-tax earnings	$125	$122	($3)
Adjusted EBITDA	$220	$223	$3

3Q 2016 Performance - Sales volumes for Southern and Northern logs increased seasonally. Western fee harvest volumes declined and average realizations for Western logs were comparable to the second quarter, as improved domestic realizations were offset by slightly lower realizations for export logs. Silviculture and road costs increased seasonally, and the business benefited from merger-related synergies and operational excellence initiatives.

4Q 2016 Outlook - Weyerhaeuser anticipates modestly higher earnings and Adjusted EBITDA from the Timberlands segment in the fourth quarter. In the West, the company expects slightly higher realizations for domestic and export logs, partially offset by lower fee harvest volumes. In the South, the company anticipates increased fee harvest volumes and seasonally lower silviculture expense.

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REAL ESTATE, ENERGY AND NATURAL RESOURCES

FINANCIAL HIGHLIGHTS (millions)	2Q 2016	3Q 2016	Change
Net sales	$38	$48	$10
Contribution to pre-tax earnings	$12	$15	$3
Adjusted EBITDA	$28	$37	$9

3Q 2016 Performance - Earnings and Adjusted EBITDA improved compared to the second quarter. Real Estate sales increased, while contribution to earnings was impacted by higher land basis on the mix of properties sold. Earnings from Energy and Natural Resources operations were slightly higher.

4Q 2016 Outlook - Weyerhaeuser expects improved earnings and significantly higher Adjusted EBITDA from increased Real Estate sales in the fourth quarter.

WOOD PRODUCTS

FINANCIAL HIGHLIGHTS (millions)	2Q 2016	3Q 2016	Change
Net sales	$1,168	$1,194	$26
Contribution to pre-tax earnings	$156	$170	$14
Adjusted EBITDA	$189	$203	$14

3Q 2016 Performance - Average sales realizations for oriented strand board increased 7 percent and lumber sales realizations rose slightly compared to the second quarter. Lumber sales volumes and operating rates were slightly lower and log costs for Canadian and Western mills increased. Manufacturing costs for oriented strand board improved due to operational excellence initiatives and higher operating rates.

4Q 2016 Outlook - Weyerhaeuser expects seasonally lower earnings and Adjusted EBITDA from the Wood Products segment in the fourth quarter compared with the third quarter due to lower sales volumes across most product lines and seasonally weaker average sales realizations for oriented strand board. Fourth quarter Adjusted EBITDA, however, should be nearly double the fourth quarter of 2015.

DISCONTINUED OPERATIONS

Discontinued operations include the company’s Cellulose Fibers segment, which consists of pulp mills, a liquid packaging board facility, and a printing papers joint venture. The sale of the liquid packaging board business closed on August 31, 2016. These results correspond to assets and liabilities that have been classified as discontinued operations on our balance sheet.

FINANCIAL HIGHLIGHTS (millions)	2Q 2016	3Q 2016	Change
Total net sales	$456	$420	($36)
Earnings from discontinued operations before income taxes	$52	$47	($5)
Income taxes	($14)	($23)	($9)
Net earnings from operations	$38	$24	($14)
Net gain on divestiture of Liquid Packaging Board	—	$41	$41
Net earnings from discontinued operations	$38	$65	$27

3Q 2016 Performance - Improved sales realizations for pulp were more than offset by increased maintenance expense due to additional scheduled maintenance outage days. Third quarter includes a net after tax gain of $41 million on the divestiture of the liquid packaging board business.

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ABOUT WEYERHAEUSER

Weyerhaeuser Company, one of the world's largest private owners of timberlands, began operations in 1900. We own or control more than 13 million acres of timberlands, primarily in the U.S., and manage additional timberlands under long-term licenses in Canada. We manage these timberlands on a sustainable basis in compliance with internationally recognized forestry standards. We are also one of the largest manufacturers of wood and cellulose fibers products. Our company is a real estate investment trust. In February 2016, we merged with Plum Creek Timber Company, Inc. In 2015, Weyerhaeuser and Plum Creek, on a combined basis, generated approximately $8.5 billion in net sales and employed nearly 14,000 people who serve customers worldwide. We are listed on the Dow Jones World Sustainability Index. Our common stock trades on the New York Stock Exchange under the symbol WY. Learn more at www.weyerhaeuser.com.

EARNINGS CALL INFORMATION

Weyerhaeuser will hold a live conference call at 7 a.m. Pacific (10 a.m. Eastern) on October 28 to discuss third quarter results.

To access the live webcast and presentation online, go to the Investor Relations section on www.weyerhaeuser.com on October 28.

To join the conference call from within North America, dial 877-296-9413 (access code: 3192814) at least 15 minutes prior to the call. Those calling from outside North America should dial 706-679-2458 (access code: 3192814). Replays will be available for two weeks at 855-859-2056 (access code: 3192814) from within North America and at 404-537-3406 (access code: 3192814) from outside North America.

FORWARD LOOKING STATEMENTS

This news release contains statements concerning the company's future results and performance that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on our current expectations and various assumptions that are subject to risks and uncertainties. Factors listed below, as well as other factors, may cause actual results to differ significantly from these forward-looking statements. There is no guarantee that any of the events anticipated by these forward-looking statements will occur. If any of the events occur, there is no guarantee what effect they will have on company operations or financial condition. The company will not update these forward-looking statements after the date of this news release.

Some forward-looking statements discuss the company's plans, strategies, expectations and intentions. They use words such as “expects,” “may,” “will,” “believes,” “should,” “approximately,” “anticipates,” “estimates,” and “plans.” In addition, these words may use the positive or negative or other variations of those and similar words.

This release contains forward-looking statements regarding the company's expectations during the fourth quarter of 2016, including with respect to: earnings and Adjusted EBITDA; cost and operational synergies from the merger with Plum Creek; domestic and export log realizations, harvest volumes and silviculture expense; real estate sales; and sales volumes across Wood Products product lines and expected realizations for oriented strand board.

Major risks, uncertainties and assumptions that affect the company's businesses and may cause actual results to differ from these forward-looking statements, include, but are not limited to:

• the effect of general economic conditions, including employment rates, interest rate levels, housing starts, availability of financing for home mortgages and strength of the U.S. dollar;

• market demand for our products, including market demand for our timberland properties with higher and better uses, which is related to, among other factors, the strength of the various U.S. business segments and U.S. and international economic conditions;

• performance of our manufacturing operations, including maintenance requirements;

• potential disruptions in our manufacturing operations;

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• the level of competition from domestic and foreign producers;

• raw material availability and prices;

• the effect of weather;

• the risk of loss from fires, floods, windstorms, hurricanes, pest infestation and other natural disasters;

• energy prices;

• market demand for the company’s products, including market demand for our timberland properties that have higher and better uses, which is related to, among other factors, the strength of the various U.S. business segments and U.S. and international economic conditions;

• the successful execution of our internal plans and strategic initiatives,

• the successful and timely execution and integration of our strategic acquisitions, including our ability to realize expected benefits and synergies, and the successful and timely execution of our strategic divestitures, each of which is subject to a number of risks and conditions beyond our control including, but not limited to, timing and required regulatory approvals;

• transportation and labor availability and costs;

• federal tax policies;

• the effect of forestry, land use, environmental and other governmental regulations;

• legal proceedings;

• performance of pension fund investments and related derivatives;

• the effect of timing of retirements and changes in the market price of our common stock on charges for share-based compensation;

• changes in accounting principles;

• changes in implementation of acquisition accounting; and

• other factors described under “Risk Factors” in our 2015 Annual Report on Form 10-K and in our Registration Statement on Form S-4/A filed on December 23, 2015.

The company also is a large exporter and is affected by changes in economic activity in Europe and Asia, particularly Japan and China. It is affected by changes in currency exchange rates, particularly the relative value of the U.S. dollar to the euro, yen and the Canadian dollar, and the relative value of the euro and the yen. Restrictions on international trade or tariffs imposed on imports and disruptions in shipping and transportation also may affect the company.

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RECONCILIATION OF ADJUSTED EBITDA TO NET EARNINGS

We reconcile Adjusted EBITDA to net earnings for the consolidated company and to operating income for the business segments, as those are the most directly comparable U.S. GAAP measures for each.

The table below reconciles Adjusted EBITDA for the quarter ended September 30, 2016:

DOLLAR AMOUNTS IN MILLIONS	Timberlands		Real Estate & ENR			Wood Products		Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings											$	227
Earnings from discontinued operations, net of income taxes											(65		)
Interest expense, net of capitalized interest											114
Income taxes											22
Net contribution to earnings	$	122	$	15		$	170	$	(9	)	$	298
Equity (earnings) loss from joint ventures	—		(1		)	—		(8		)	(9		)
Interest income and other	—		—			—		(15		)	(15		)
Operating income	122		14			170		(32		)	274
Depreciation, depletion and amortization	101		4			33		—			138
Basis of real estate sold	—		19			—		—			19
Non-operating pension and postretirement credits	—		—			—		(11		)	(11		)
Special items(1)	—		—			—		14			14
Adjusted EBITDA	$	223	$	37		$	203	$	(29	)	$	434

(1) Pre-tax special items include $14 million of Plum Creek merger-related costs.

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The table below reconciles Adjusted EBITDA for the quarter ended June 30, 2016:

DOLLAR AMOUNTS IN MILLIONS	Timberlands		Real Estate & ENR		Wood Products		Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings										$	168
Earnings from discontinued operations, net of income taxes										(38		)
Interest expense, net of capitalized interest										114
Income taxes										31
Net contribution to earnings	$	125	$	12	$	156	$	(18	)	$	275
Equity (earnings) loss from joint ventures	—		—		—		(7		)	(7		)
Interest income and other	—		—		—		(10		)	(10		)
Operating income	125		12		156		(35		)	258
Depreciation, depletion and amortization	95		3		33		2			133
Basis of real estate sold	—		13		—		—			13
Non-operating pension and postretirement credits	—		—		—		(10		)	(10		)
Special items(1)	—		—		—		19			19
Adjusted EBITDA	$	220	$	28	$	189	$	(24	)	$	413

(1)    Pre-tax special items include: $8 millionof Plum Creek merger-related costs and $11 million of legal expense.

The table below reconciles Adjusted EBITDA for the quarter ended September 30, 2015:

DOLLAR AMOUNTS IN MILLIONS	Timberlands		Real Estate & ENR		Wood Products		Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings										$	191
Earnings from discontinued operations, net of income taxes										(59		)
Interest expense, net of capitalized interest										87
Income taxes										(44		)
Net contribution to earnings	$	107	$	19	$	85	$	(36	)	$	175
Equity (earnings) loss from joint ventures	—		—		—		—			—
Interest income and other	—		—		—		(9		)	(9		)
Operating income	107		19		85		(45		)	166
Depreciation, depletion and amortization	51		—		26		2			79
Basis of real estate sold	—		2		—		—			2
Non-operating pension and postretirement credits	—		—		—		(2		)	(2		)
Adjusted EBITDA	$	158	$	21	$	111	$	(45	)	$	245

View our financials in a printer-friendly PDF.

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EX-99.2

Weyerhaeuser Company										Exhibit 99.2
Q3.2016 Analyst Package
Preliminary results (unaudited)
Consolidated Statement of Operations(1)(2)
in millions	Q2			Q3						Year-to-date
	June 30, 2016			September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
Net sales	$	1,655		$	1,709		$	1,355		$	4,769		$	3,980
Cost of products sold	1,258			1,314			1,073			3,661			3,123
Gross margin	397			395			282			1,108			857
Selling expenses	22			22			24			67			73
General and administrative expenses	94			78			55			248			184
Research and development expenses	4			5			4			14			12
Charges for integration and restructuring, closures and asset impairments	14			16			2			141			16
Other operating costs (income), net	5			—			31			(47		)	56
Operating income from continuing operations	258			274			166			685			516
Equity earnings from joint ventures	7			9			—			21			—
Interest income and other	10			15			9			34			27
Interest expense, net of capitalized interest	(114		)	(114		)	(87		)	(323		)	(254		)
Earnings from continuing operations before income taxes	161			184			88			417			289
Income taxes	(31		)	(22		)	44			(64		)	36
Earnings from continuing operations	130			162			132			353			325
Earnings from discontinued operations, net of income taxes	38			65			59			123			111
Net earnings	168			227			191			476			436
Dividends on preference shares	(11		)	—			(11		)	(22		)	(33		)
Net earnings attributable to Weyerhaeuser common shareholders	$	157		$	227		$	180		$	454		$	403
(1) Discontinued operations as presented herein consist of the operations of our Cellulose Fibers segment. The corresponding assets and liabilities have been classified as held for sale on our balance sheet as of June 30, 2016. All periods presented have been revised to separate the results of discontinued operations from the results of our continuing operations. Detailed operating results of discontinued operations are presented on page 10.
(2) Amounts presented reflect the balances and results of operations acquired in our merger with Plum Creek Timber, Inc., beginning on the merger date of February 19, 2016.
Per Share Information
	Q2			Q3						Year-to-date
	June 30, 2016			September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
Earnings per share attributable to Weyerhaeuser common shareholders, basic:
Continuing operations	$	0.16		$	0.22		$	0.24		$	0.47		$	0.56
Discontinued operations	0.05			0.08			0.11			0.17			0.22
Net earnings per share	$	0.21		$	0.30		$	0.35		$	0.64		$	0.78
Earnings per share attributable to Weyerhaeuser common shareholders, diluted:
Continuing operations	$	0.16		$	0.21		$	0.23		$	0.46		$	0.56
Discontinued operations	0.05			0.09			0.12			0.18			0.21
Net earnings per share	$	0.21		$	0.30		$	0.35		$	0.64		$	0.77
Dividends paid per common share	$	0.31		$	0.31		$	0.31		$	0.93		$	0.89
Weighted average shares outstanding (in thousands):
Basic	743,140			749,587			514,301			708,395			518,121
Diluted	747,701			754,044			517,088			712,205			521,455
Common shares outstanding at end of period (in thousands)	733,010			747,933			511,033			747,933			511,033

Page 1 of 10

Weyerhaeuser Company
Q3.2016 Analyst Package
Preliminary results (unaudited)
Adjusted Earnings before Interest, Tax, Depreciation, Depletion and Amortization (Adjusted EBITDA)*
in millions	Q2			Q3						Year-to-date
	June 30, 2016			September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
Net earnings	$	168		$	227		$	191		$	476		$	436
Earnings from discontinued operations, net of income taxes	(38		)	(65		)	(59		)	(123		)	(111		)
Equity earnings from joint ventures	(7		)	(9		)	—			(21		)	—
Interest income and other	(10		)	(15		)	(9		)	(34		)	(27		)
Interest expense, net of capitalized interest	114			114			87			323			254
Income taxes	31			22			(44		)	64			(36		)
Operating income from continuing operations	258			274			166			685			516
Depreciation, depletion and amortization	133			138			79			375			243
Basis of real estate sold	13			19			2			49			13
Non-operating pension and postretirement credits	(10		)	(11		)	(2		)	(33		)	(8		)
Special items	19			14			—			107			13
Adjusted EBITDA*	$	413		$	434		$	245		$	1,183		$	777
*Adjusted EBITDA is a non-GAAP measure that management uses to evaluate the performance of the company. Beginning in the first quarter of 2016, we revised our definition of Adjusted EBITDA to add back the basis of real estate sold. We have revised our prior-period presentation to conform to our current reporting. Adjusted EBITDA, as we define it, is operating income from continuing operations adjusted for depreciation, depletion, amortization, basis of real estate sold, pension and postretirement costs not allocated to business segments and special items. Adjusted EBITDA excludes results from joint ventures. Our definition of Adjusted EBITDA may be different from similarly titled measures reported by other companies. Adjusted EBITDA should not be considered in isolation from and is not intended to represent an alternative to our GAAP results.

Special Items Included in Net Earnings (income tax affected)
in millions	Q2			Q3						Year-to-date
	June 30, 2016			September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
Net earnings attributable to Weyerhaeuser common shareholders	$	157		$	227		$	180		$	454		$	403
Plum Creek merger- and integration-related costs	4			10			—			112			—
Gain on sale of non-strategic asset	—			—			—			(22		)	—
Legal expense	7			—			—			7			—
Restructuring, impairments and other charges	—			—			—			—			9
Net earnings attributable to Weyerhaeuser common shareholders before special items	168			237			180			551			412
Earnings from discontinued operations, net of income taxes	(38		)	(65		)	(59		)	(123		)	(111		)
Net earnings from continuing operations attributable to Weyerhaeuser common shareholders before special items	$	130		$	172		$	121		$	428		$	301
per share	Q2			Q3						Year-to-date
	June 30, 2016			September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
Net earnings per diluted share attributable to Weyerhaeuser common shareholders	$	0.21		$	0.30		$	0.35		$	0.64		$	0.77
Plum Creek merger- and integration-related costs	—			0.02			—			0.16			—
Gain on sale of non-strategic asset	—			—			—			(0.03		)	—
Legal expense	0.01			—			—			0.01			—
Restructuring, impairments and other charges	—			—			—			—			0.02
Net earnings per diluted share attributable to Weyerhaeuser common shareholders before special items	0.22			0.32			0.35			0.78			0.79
Earnings from discontinued operations, net of income taxes	(0.05		)	(0.09		)	(0.12		)	(0.18		)	(0.21		)
Net earnings from continuing operations per diluted share attributable to Weyerhaeuser common shareholders before special items	$	0.17		$	0.23		$	0.23		$	0.60		$	0.58

Page 2 of 10

Weyerhaeuser Company
Q3.2016 Analyst Package
Preliminary results (unaudited)
Consolidated Balance Sheet
in millions	June 30, 2016		September 30, 2016		December 31, 2015
ASSETS
Current assets:
Cash and cash equivalents	$	485	$	769	$	1,011
Receivables, less allowances	409		412		276
Receivables for taxes	7		5		30
Inventories	387		368		325
Prepaid expenses and other current assets	132		150		63
Assets of discontinued operations	1,908		1,652		1,934
Total current assets	3,328		3,356		3,639
Property and equipment, net	1,462		1,476		1,233
Construction in progress	172		202		144
Timber and timberlands at cost, less depletion charged to disposals	14,474		14,424		6,479
Minerals and mineral rights, net	319		321		14
Investments in and advances to joint ventures	905		73		—
Goodwill	40		40		40
Deferred tax assets	250		122		254
Other assets	424		317		302
Restricted financial investments held by variable interest entities	615		615		615
Total assets	$	21,989	$	20,946	$	12,720
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt	$	—	$	1,981	$	—
Notes payable	1		1		4
Accounts payable	300		234		204
Accrued liabilities	590		533		427
Liabilities of discontinued operations	666		578		690
Total current liabilities	1,557		3,327		1,325
Note payable to timberland venture	830		—		—
Long-term debt	8,013		6,329		4,787
Long-term debt (nonrecourse to the company) held by variable interest entities	511		511		511
Deferred pension and other postretirement benefits	926		875		987
Deposit received from contribution of timberlands to related party	437		429		—
Other liabilities	285		285		241
Total liabilities	12,559		11,756		7,851
Total equity	9,430		9,190		4,869
Total liabilities and equity	$	21,989	$	20,946	$	12,720

Page 3 of 10

Weyerhaeuser Company
Q3.2016 Analyst Package
Preliminary results (unaudited)
Consolidated Statement of Cash Flows
in millions	Q2			Q3						Year-to-date
	June 30, 2016			September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
Cash flows from operations:
Net earnings	$	168		$	227		$	191		$	476		$	436
Noncash charges (credits) to income:
Depreciation, depletion and amortization	147			139			118			428			359
Basis of real estate sold	13			19			2			49			13
Deferred income taxes, net	38			40			(6		)	96			10
Pension and other postretirement benefits	1			—			11			5			32
Other noncash charges (credits)	16			(57		)	23			(74		)	65
Change in:
Receivables less allowances	(43		)	(6		)	(15		)	(96		)	(41		)
Receivable for taxes	25			2			(3		)	37			11
Inventories	60			32			6			49			(9		)
Prepaid expenses	—			(2		)	—			(3		)	(2		)
Accounts payable and accrued liabilities	106			25			(22		)	61			(47		)
Pension and postretirement contributions	(12		)	(54		)	(20		)	(83		)	(59		)
Distributions received from joint ventures	—			—			—			5			—
Other	(27		)	(18		)	(3		)	(64		)	(32		)
Net cash from operations	492			347			282			886			736
Cash flows from investing activities:
Capital expenditures:
Purchases of property and equipment	(83		)	(120		)	(106		)	(260		)	(276		)
Timberlands reforestation costs	(18		)	(9		)	(6		)	(43		)	(33		)
Acquisition of timberlands	(2		)	(2		)	(2		)	(10		)	(34		)
Proceeds from sale of assets	13			296			1			379			7
Proceeds from contribution of timberlands to related party	440			—			—			440			—
Distributions received from joint ventures	3			7			—			34			—
Cash and cash equivalents acquired in the merger with Plum Creek	—			—			—			9			—
Other	(3		)	45			—			42			12
Cash from (used in) investing activities	350			217			(113		)	591			(324		)
Cash flows from financing activities:
Cash dividends on common shares	(228		)	(231		)	(159		)	(700		)	(460		)
Cash dividends on preference shares	(11		)	(11		)	(11		)	(22		)	(22		)
Proceeds from issuance of long-term debt	300			300			—			1,698			—
Payments of long-term debt	(3		)	—			—			(723		)	—
Repurchase of common stock	(831		)	(374		)	(77		)	(2,003		)	(484		)
Other	8			39			5			40			22
Cash used in financing activities	(765		)	(277		)	(242		)	(1,710		)	(944		)
Net change in cash and cash equivalents	77			287			(73		)	(233		)	(532		)
Cash and cash equivalents from continuing operations at beginning of period	411			485			1,117			1,011			1,577
Cash and cash equivalents from discontinued operations at beginning of period	4			7			4			1			3
Cash and cash equivalents at beginning of period	415			492			1,121			1,012			1,580
Cash and cash equivalents from continuing operations at end of period	485			769			1,046			769			1,046
Cash and cash equivalents from discontinued operations at end of period	7			10			2			10			2
Cash and cash equivalents at end of period	$	492		$	779		$	1,048		$	779		$	1,048
Cash paid (received) during the year for:
Interest, net of amount capitalized	$	92		$	142		$	118		$	367		$	290
Income taxes	$	(12	)	$	(1	)	$	(1	)	$	(26	)	$	4
Noncash investing and financing activities:
Equity issued as consideration for our merger with Plum Creek	$	—		$	—		$	—		$	6,383		$	—

Page 4 of 10

Weyerhaeuser Company							Total Company Statistics
Q3.2016 Analyst Package
Preliminary results (unaudited)
Selected Total Company Items
in millions	Q2			Q3						Year-to-date
	June 30, 2016			September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
Pension and postretirement costs:
Pension and postretirement costs allocated to business segments	$	8		$	8		$	8		$	23		$	27
Pension and postretirement credits not allocated	(10		)	(11		)	(2		)	(33		)	(8		)
Accelerated pension costs included in Plum Creek merger-related costs (not allocated)	—			—			—			5			—
Total pension and postretirement costs for continuing operations	(2		)	(3		)	6			(5		)	19
Pension and postretirement service costs directly attributable to discontinued operations	3			3			5			10			13
Total company pension and postretirement costs	$	1		$	—		$	11		$	5		$	32
Cash spent for capital expenditures for continuing operations	$	(89	)	$	(100	)	$	(85	)	$	(240	)	$	(224	)

Page 5 of 10

Weyerhaeuser Company		Timberlands Segment
Q3.2016 Analyst Package
Preliminary results (unaudited)
Segment Statement of Operations
in millions		Q2.2016			Q3.2016			Q3.2015			YTD.2016			YTD.2015
Sales to unaffiliated customers		$	471		$	484		$	310		$	1,342		$	961
Intersegment sales		193			216			210			631			625
Total net sales		664			700			520			1,973			1,586
Cost of products sold		509			559			398			1,527			1,176
Gross margin		155			141			122			446			410
Selling expenses		2			1			1			4			4
General and administrative expenses		32			20			21			80			61
Research and development expenses		4			4			3			12			10
Other operating income, net		(8		)	(6		)	(10		)	(26		)	(28		)
Operating income and Net contribution to earnings		$	125		$	122		$	107		$	376		$	363
Adjusted Earnings before Interest, Tax, Depreciation, Depletion and Amortization*
in millions		Q2.2016			Q3.2016			Q3.2015			YTD.2016			YTD.2015
Operating income		$	125		$	122		$	107		$	376		$	363
Depreciation, depletion and amortization		95			101			51			266			155
Adjusted EBITDA*		$	220		$	223		$	158		$	642		$	518
*See definition of Adjusted EBITDA (a non-GAAP measure) on page 2.
Selected Segment Items
		Q2.2016			Q3.2016			Q3.2015			YTD.2016			YTD.2015
Total decrease (increase) in working capital (1)		$	28		$	(15	)	$	(12	)	$	(40	)	$	14
Cash spent for capital expenditures		$	(31	)	$	(26	)	$	(17	)	$	(77	)	$	(58	)
(1) Working capital does not include cash balances. Represents the change in combined working capital of Timberlands and Real Estate & ENR.
Segment Statistics(2)
		Q2.2016			Q3.2016			Q3.2015			YTD.2016			YTD.2015
Third Party  Net Sales (millions)	Delivered logs:
	West	$	232		$	217		$	196		$	664		$	627
	South	154			160			64			415			180
	North	19			29			—			61			—
	Other	7			11			6			25			17
	Total delivered logs	412			417			266			1,165			824
	Stumpage and pay-as-cut timber	23			24			13			62			27
	Products from international operations	21			21			20			58			69
	Recreational and other lease revenue	8			15			7			29			18
	Other revenue	7			7			4			28			23
	Total	$	471		$	484		$	310		$	1,342		$	961
Delivered Logs Third Party Sales Realizations (per ton)	West	$	98.21		$	98.18		$	98.67		$	98.99		$	100.98
	South	$	35.54		$	35.27		$	37.60		$	35.64		$	37.23
	North	$	65.43		$	59.17		$	—		$	61.06		$	—
	International	$	23.29		$	24.27		$	16.97		$	20.48		$	18.41
Delivered Logs Third Party Sales Volumes (tons, thousands)(3)	West	2,363			2,209			1,992			6,705			6,207
	South	4,340			4,538			1,707			11,659			4,844
	North	292			503			—			1,005			—
	International	89			117			194			352			556
	Other	169			263			127			601			384
Fee Harvest Volumes (tons, thousands)(3)	West	2,980			2,744			2,548			8,525			7,967
	South	7,061			6,992			3,648			19,083			10,548
	North	454			678			—			1,392			—
	International	248			242			220			789			725
	Other	181			191			—			372			—
(2) The Western region includes Washington and Oregon. The Southern region includes Virginia, North Carolina, South Carolina, Florida, Georgia, Alabama, Mississippi, Louisiana, Arkansas, Texas and Oklahoma. The Northern region includes West Virginia, Maine, New Hampshire, Vermont, Michigan, Wisconsin and Montana. Other includes our Canadian operations and managed Twin Creeks operations.
(3) Beginning in first quarter 2016, we report log sales and fee harvest volumes in tons. Prior period volumes have been converted from cubic meters to tons using annualized 2015 conversion factors as follows: West: 1.056 m3 = 1 ton South: 0.818 m3 = 1 ton Canada (in Other): 1.244 m3 = 1 ton International: 0.907 m3 = 1 ton

Page 6 of 10

Weyerhaeuser Company							Real Estate, Energy and Natural Resources Segment
Q3.2016 Analyst Package
Preliminary results (unaudited)
Segment Statement of Operations
in millions		Q2.2016			Q3.2016		Q3.2015		YTD.2016			YTD.2015
Total net sales		$	38		$	48	$	22	$	125		$	69
Cost of products sold		19			26		3		65			15
Gross margin		19			22		19		60			54
Selling expenses		—			—		—		—			—
General and administrative expenses		8			7		—		19			3
Charges for integration, restructuring, closures and asset impairments		1			—		—		1			—
Other operating costs (income), net		(2		)	1		—		(1		)	(1		)
Operating income		12			14		19		41			52
Equity earnings (loss) from joint ventures(1)		—			1		—		1			—
Net contribution to earnings		$	12		$	15	$	19	$	42		$	52
(1) Equity earnings (loss) from joint ventures attributed to the Real Estate and ENR segment are generated from our investments in our real estate development ventures.
Adjusted Earnings before Interest, Tax, Depreciation, Depletion and Amortization*
in millions		Q2.2016			Q3.2016		Q3.2015		YTD.2016			YTD.2015
Operating income		$	12		$	14	$	19	$	41		$	52
Depreciation, depletion and amortization		3			4		—		9			—
Basis of real estate sold		13			19		2		49			13
Adjusted EBITDA*		$	28		$	37	$	21	$	99		$	65
*See definition of Adjusted EBITDA (a non-GAAP measure) on page 2.
Selected Segment Items
		Q2.2016			Q3.2016		Q3.2015		YTD.2016			YTD.2015
Cash spent for capital expenditures		$	(1	)	$	—	$	—	$	(1	)	$	—
Segment Statistics
		Q2.2016			Q3.2016		Q3.2015		YTD.2016			YTD.2015
Net Sales (millions)	Real Estate	$	26		$	31	$	15	$	87		$	50
	Energy and natural resources	12			17		7		38			19
	Total	$	38		$	48	$	22	$	125		$	69
Acres sold	Real Estate	10,020			12,853		5,030		38,098			20,625
Price per acre	Real Estate	$	2,555		$	2,354	$	2,635	$	2,271		$	2,175

Page 7 of 10

Weyerhaeuser Company								Wood Products Segment
Q3.2016 Analyst Package
Preliminary results (unaudited)
Segment Statement of Operations
in millions		Q2.2016			Q3.2016			Q3.2015			YTD.2016			YTD.2015
Sales to unaffiliated customers		$	1,146		$	1,177		$	1,023		$	3,302		$	2,950
Intersegment sales		22			17			20			61			61
Total net sales		1,168			1,194			1,043			3,363			3,011
Cost of products sold		957			980			914			2,799			2,646
Gross margin		211			214			129			564			365
Selling expenses		20			21			23			63			69
General and administrative expenses		30			24			21			81			74
Research and development expenses		—			1			1			2			2
Charges for integration and restructuring, closures and asset impairments		4			1			1			6			1
Other operating costs (income), net		1			(3		)	(2		)	(1		)	1
Operating income and Net contribution to earnings		$	156		$	170		$	85		$	413		$	218
Adjusted Earnings before Interest, Tax, Depreciation, Depletion and Amortization*
in millions		Q2.2016			Q3.2016			Q3.2015			YTD.2016			YTD.2015
Operating income		$	156		$	170		$	85		$	413		$	218
Depreciation, depletion and amortization		33			33			26			96			79
Adjusted EBITDA*		$	189		$	203		$	111		$	509		$	297
*See definition of Adjusted EBITDA (a non-GAAP measure) on page 2.
Selected Segment Items
		Q2.2016			Q3.2016			Q3.2015			YTD.2016			YTD.2015
Total decrease (increase) in working capital (1)		$	35		$	49		$	23		$	(48	)	$	(34	)
Cash spent for capital expenditures		$	(52	)	$	(71	)	$	(68	)	$	(152	)	$	(165	)
(1) Working capital does not include cash balances.
Segment Statistics
in millions, except for third-party sales realizations		Q2.2016			Q3.2016			Q3.2015			YTD.2016			YTD.2015
Structural Lumber (board feet)	Third party net sales	$	498		$	495		$	455		$	1,412		$	1,339
	Third party sales realizations	$	399		$	401		$	372		$	389		$	385
	Third party sales volumes (2)	1,249			1,233			1,224			3,634			3,474
	Production volumes	1,205			1,130			1,087			3,464			3,217
Engineered Solid Section (cubic feet)	Third party net sales	$	115		$	119		$	116		$	343		$	323
	Third party sales realizations	$	1,922		$	1,916		$	2,043		$	1,935		$	2,016
	Third party sales volumes (2)	6.0			6.2			5.6			17.7			16.0
	Production volumes	5.9			5.7			5.2			17.2			15.8
Engineered I-joists (lineal feet)	Third party net sales	$	73		$	79		$	79		$	218		$	216
	Third party sales realizations	$	1,471		$	1,475		$	1,520		$	1,483		$	1,511
	Third party sales volumes (2)	50			53			52			147			143
	Production volumes	46			49			50			141			141
Oriented Strand Board (square feet 3/8')	Third party net sales	$	182		$	199		$	151		$	544		$	435
	Third party sales realizations	$	240		$	256		$	194		$	237		$	194
	Third party sales volumes (2)	761			776			778			2,296			2,249
	Production volumes	733			777			746			2,259			2,150
Softwood Plywood (square feet 3/8')	Third party net sales	$	50		$	48		$	33		$	133		$	102
	Third party sales realizations	$	382		$	378		$	330		$	369		$	349
	Third party sales volumes (2)	131			127			100			368			290
	Production volumes	111			105			67			304			191
(2) Volumes include sales of internally produced products and products purchased for resale primarily through our distribution business.

Page 8 of 10

Weyerhaeuser Company							Unallocated Items
Q3.2016 Analyst Package
Preliminary results (unaudited)
Unallocated items are gains or charges not related to or allocated to an individual operating segment. They include a portion of items such as: share-based compensation, pension and postretirement costs, foreign exchange transaction gains and losses associated with financing and the elimination of intersegment profit in inventory, equity earnings from our timberland venture, and the LIFO reserve.
Contribution to Earnings
in millions	Q2.2016			Q3.2016			Q3.2015			YTD.2016			YTD.2015
Unallocated corporate function expenses	$	(24	)	$	(21	)	$	(14	)	$	(62	)	$	(48	)
Unallocated share-based compensation	1			(4		)	6			(5		)	10
Unallocated pension & postretirement credits	10			11			2			33			8
Foreign exchange gains (losses)	1			(1		)	(20		)	13			(40		)
Elimination of intersegment profit in inventory and LIFO	(2		)	2			3			(6		)	7
Gain on sale of non-strategic asset	8			1			—			45			2
Charges for integration and restructuring, closures and asset impairments:
Plum Creek merger- and integration-related costs	(8		)	(14		)	—			(132		)	—
Other restructuring, closures and asset impairments	(1		)	(1		)	(1		)	(2		)	(15		)
Other	(20		)	(5		)	(21		)	(29		)	(41		)
Operating income (loss)	(35		)	(32		)	(45		)	(145		)	(117		)
Equity earnings from joint venture (1)	7			8			—			20			—
Interest income and other	10			15			9			34			27
Net contribution to earnings	$	(18	)	$	(9	)	$	(36	)	$	(91	)	$	(90	)
(1) Equity earnings from joint venture included in Unallocated Items is generated from our investment in our timberland venture.
Adjusted Earnings before Interest, Tax, Depreciation, Depletion and Amortization*
in millions	Q2.2016			Q3.2016			Q3.2015			YTD.2016			YTD.2015
Operating income (loss)	$	(35	)	$	(32	)	$	(45	)	$	(145	)	$	(117	)
Depreciation, depletion and amortization	2			—			2			4			9
Non-operating pension and postretirement credits	(10		)	(11		)	(2		)	(33		)	(8		)
Special items	19			14			—			107			13
Adjusted EBITDA*	$	(24	)	$	(29	)	$	(45	)	$	(67	)	$	(103	)
*See definition of Adjusted EBITDA (a non-GAAP measure) on page 2.
Unallocated Special Items Included in Net Contribution to Earnings (Pre-Tax)
	Q2.2016			Q3.2016			Q3.2015			YTD.2016			YTD.2015
Plum Creek merger- and integration-related costs	(8		)	(14		)	—			(132		)	—
Gain on sale of non-strategic asset	—			—			—			36			—
Legal expense	(11		)	—			—			(11		)	—
Restructuring, impairments and other charges	—			—			—			—			(13		)
Total	$	(19	)	$	(14	)	$	—		$	(107	)	$	(13	)
Unallocated Selected Items
	Q2.2016			Q3.2016			Q3.2015			YTD.2016			YTD.2015
Cash spent for capital expenditures	$	(5	)	$	(3	)	$	—		$	(10	)	$	(1	)

Page 9 of 10

Weyerhaeuser Company								Discontinued Operations
Q3.2016 Analyst Package
Preliminary results (unaudited)
Discontinued operations consist of our Cellulose Fibers businesses, which were previously disclosed as a separate reportable business segment.
Discontinued Operations Statement of Operations
in millions		Q2.2016			Q3.2016			Q3.2015			YTD.2016			YTD.2015
Total net sales		$	456		$	420		$	471		$	1,306		$	1,385
Costs of products sold		374			350			372			1,110			1,181
Gross margin		82			70			99			196			204
Selling expenses		3			3			3			10			10
General and administrative expenses		8			7			5			24			21
Research and development expenses		2			—			2			3			5
Charges for integration and restructuring, closures and asset impairments		25			13			1			44			1
Other operating income, net		(10		)	(2		)	(5		)	(21		)	(19		)
Operating income		54			49			93			136			186
Equity loss from joint venture		(1		)	—			(5		)	(3		)	(18		)
Interest expense, net of capitalized interest		(1		)	(2		)	(1		)	(5		)	(5		)
Earnings from discontinued operations before income taxes		52			47			87			128			163
Income taxes		(14		)	(23		)	(28		)	(46		)	(52		)
Net earnings from operations		38			24			59			82			111
Net gain on divestiture of Liquid Packaging Board		—			41			—			41			—
Net earnings from discontinued operations		$	38		$	65		$	59		$	123		$	111
Discontinued Operations Selected Items
in millions		Q2.2016			Q3.2016			Q3.2015			YTD.2016			YTD.2015
Depreciation, depletion and amortization		$	15		$	—		$	39		$	53		$	116
Cash spent for capital expenditures		$	(12	)	$	(29	)	$	(27	)	$	(63	)	$	(85	)
Discontinued Operations Statistics
		Q2.2016			Q3.2016			Q3.2015			YTD.2016			YTD.2015
Pulp (air-dry metric tons)	Third party net sales (millions)	$	350		$	349		$	383		$	1,050		$	1,111
	Third party sales realizations	$	762		$	780		$	818		$	766		$	831
	Third party sales volumes (thousands)	460			446			468			1,370			1,337
	Production volumes (thousands)	454			426			477			1,337			1,341
Liquid Packaging Board (metric tons)	Third party net sales (millions)	$	85		$	61		$	74		$	213		$	232
	Third party sales realizations	$	1,127		$	1,144		$	1,168		$	1,112		$	1,194
	Third party sales volumes (thousands)	76			53			63			192			194
	Production volumes (thousands)	65			48			68			177			192

Page 10 of 10