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

April 28, 2017

(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)

220 Occidental Avenue South

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 April 28, 2017, Weyerhaeuser Company issued a press release announcing its financial results for the quarter ended March 31, 2017. 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

Exhibit No.	Description
(d)	The following items are furnished as exhibits to this report.
99.1	Press release of Weyerhaeuser Company issued April 28, 2017 reporting results of operations for the quarter ended March 31, 2017.
99.2	Exhibit to press release of Weyerhaeuser Company issued April 28, 2017.

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: April 28, 2017

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of Weyerhaeuser Company issued April 28, 2017 reporting results of operations for the quarter ended March 31, 2017.
99.2	Exhibit to press release of Weyerhaeuser Company issued April 28, 2017.

EX-99.1

For more information contact:	Analysts - Beth Baum or Krista Kochivar (206) 539-3907
	Media - Anthony Chavez (206) 539-4406

Weyerhaeuser reports first quarter results

• Earnings from continuing operations more than doubled compared with fourth quarter

• Adjusted EBITDA increased 14%

• Achieved $125 million merger cost synergy target

SEATTLE (April 28, 2017) - Weyerhaeuser Company (NYSE: WY) today reported first quarter net earnings to common shareholders of $157 million, or 21 cents per diluted share, on net sales of $1.7 billion. This compares with earnings from continuing operations of $61 million, or 8 cents per diluted share, on net sales of $1.4 billion for the same period last year.

Excluding an after-tax special item of $10 million for merger-related costs, the company reported net earnings of $167 million, or 22 cents per diluted share for the first quarter. This compares with net earnings from continuing operations before special items of $126 million for the same period last year and $106 million for fourth quarter 2016.

"I am very pleased with our first quarter performance, as our employees capitalized on operational excellence improvements, merger-related synergies and strengthening market conditions to deliver outstanding results," said Doyle R. Simons, president and chief executive officer. "In addition, we achieved our increased $125 million run-rate merger cost synergy target. Looking forward, we remain relentlessly focused on leveraging merger synergies and operational improvements to drive industry leading performance and superior value for our shareholders."

WEYERHAEUSER FINANCIAL HIGHLIGHTS

Weyerhaeuser merged with Plum Creek Timber Company, Inc. (Plum Creek) on February 19, 2016. The financial statements presented within this release include Plum Creek financial results from February 19, 2016 forward.

During 2016, Weyerhaeuser sold its Cellulose Fibers businesses. Results for the Cellulose Fibers segment are presented as discontinued operations.

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WEYERHAEUSER FINANCIAL HIGHLIGHTS	2016	2017	2016
(millions, except per share data)	4Q	1Q	1Q
Net sales	$1,596	$1,693	$1,405
Earnings from continuing operations	$62	$157	$61
Net earnings attributable to Weyerhaeuser common shareholders	$551	$157	$70
Earnings per diluted share from continuing operations	$0.08	$0.21	$0.08
Net earnings per diluted share	$0.73	$0.21	$0.11
Weighted average shares outstanding, diluted(1)	753	755	635
Net earnings from continuing operations attributable to Weyerhaeuser common shareholders before special items(2)	$106	$167	$126
Net earnings from continuing operations per diluted share attributable to Weyerhaeuser common shareholders before special items	$0.14	$0.22	$0.20
Adjusted EBITDA(3)	$400	$454	$336
(1) In first quarter 2016, Weyerhaeuser issued approximately 279 million shares in conjunction with the Plum Creek merger. During 2016, Weyerhaeuser repurchased approximately 68 million shares to complete our $2 billion accelerated repurchase commitment, part of the $2.5 billion repurchase authorization announced in conjunction with the merger transaction. In third quarter 2016, the company issued approximately 23 million shares as a result of the conversion of its mandatory convertible preference shares.
(2) Special items for first quarter 2017 include after-tax charges of $10 million for Plum Creek merger-related costs. Fourth quarter 2016 includes after-tax special charges of $24 million for a tax adjustment, $11 million for Plum Creek merger-related costs and non-cash charges of $9 million related to legacy real estate projects. First quarter 2016 after-tax special items include $98 million of Plum Creek merger related costs and a $22 million gain on the sale of the company's Federal Way headquarters campus.
(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 of real estate sold, unallocated pension service costs 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)	4Q 2016	1Q 2017	Change
Net sales	$672	$688	$16
Contribution to pre-tax earnings	$123	$148	$25
Adjusted EBITDA	$223	$242	$19

1Q 2017 Performance - In the West, domestic and export sales realizations increased compared to the fourth quarter as wet weather limited domestic log supply and customer demand remained strong. Fee harvest volumes increased, and logging and road costs decreased as harvest activity shifted into lower elevation tracts. In the South, fee harvest volumes decreased and average sales realizations declined slightly due to a higher proportion of pulpwood sales. The Timberlands segment continued to benefit from merger-related operational synergies during the quarter.

2Q 2017 Outlook - Weyerhaeuser anticipates second quarter earnings and Adjusted EBITDA from the Timberlands segment will be comparable to the second quarter of 2016. In the West, the company expects average sales realizations to increase slightly in the second quarter compared with the first quarter, more than offset by lower harvest volumes and higher logging, road and silviculture costs. In the South, the company anticipates seasonally higher silviculture costs compared with first quarter, partially offset by higher harvest volumes. Average log sales realizations in the South are anticipated to be roughly comparable to first quarter levels.

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REAL ESTATE, ENERGY & NATURAL RESOURCES

FINANCIAL HIGHLIGHTS (millions)	4Q 2016	1Q 2017	Change
Net sales	$102	$53	($49)
Contribution to pre-tax earnings	$13	$26	$13
Pre-tax charge for special items	$14	$0	($14)
Contribution to pre-tax earnings before special items	$27	$26	($1)
Adjusted EBITDA	$90	$43	($47)

1Q 2017 Performance - First quarter Real Estate sales decreased seasonally compared with the fourth quarter. Earnings before special items were comparable due to a lower average land basis on the mix of properties sold. Energy & Natural Resources earnings and Adjusted EBITDA were similar to the fourth quarter.

2Q 2017 Outlook - Weyerhaeuser anticipates second quarter earnings and Adjusted EBITDA from the Real Estate, Energy & Natural Resources segment will be comparable to the first quarter. We continue to expect full year 2017 Adjusted EBITDA for the segment will exceed $250 million.

WOOD PRODUCTS

FINANCIAL HIGHLIGHTS (millions)	4Q 2016	1Q 2017	Change
Net sales	$1,039	$1,154	$115
Contribution to pre-tax earnings	$99	$172	$73
Adjusted EBITDA	$132	$207	$75

1Q 2017 Performance - Average realizations for lumber and oriented strand board increased compared with the fourth quarter, and sales volume rose across all product lines due to seasonally improved demand. Operating rates increased significantly as a result of reduced downtime for maintenance and capital projects. Per unit manufacturing costs decreased across all product lines due to strong mill performance and ongoing operational excellence initiatives.

2Q 2017 Outlook - Weyerhaeuser expects significantly higher earnings and Adjusted EBITDA from the Wood Products segment in the second quarter compared with the first quarter. The company expects higher average sales realizations for lumber, oriented strand board and engineered wood products as well as increased sales volumes.

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 products. Our company is a real estate investment trust. In February 2016, we merged with Plum Creek Timber Company, Inc. In 2016, we generated $6.4 billion in net sales and employed approximately 10,400 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 April 28 to discuss first quarter results.

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

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To join the conference call from within North America, dial 877-296-9413 (access code: 43727965) at least 15 minutes prior to the call. Those calling from outside North America should dial 706-679-2458 (access code: 43727965). Replays will be available for two weeks at 855-859-2056 (access code: 43727965) from within North America and at 404-537-3406 (access code: 43727965) 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, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, including with respect to the following for the second quarter of 2017: earnings and Adjusted EBITDA; log realizations; sales volumes across Wood Products product lines, log and manufacturing costs and expected realizations for lumber, oriented strand board and engineered wood products; and various logging and forestry costs. These statements generally are identified by words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” and expressions such as “will be,” “will continue,” “will likely result,” and similar words and expressions. These statements are based on our current expectations and assumptions and are not guarantees of future performance. The realization of our expectations and the accuracy of our assumptions are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties 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;

• changes in currency exchange rates and restrictions on international trade;

• performance of our manufacturing operations, including maintenance requirements;

• potential disruptions in our manufacturing operations;

• 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, including restructuring and cost reduction 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; and

• other factors described under “Risk Factors” in our 2016 Annual Report on Form 10-K as well as those set forth from time to time in our other public statements and other reports and filings with the Securities and Exchange Commission.

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Forward-looking statements speak only as of the date they are made, and we undertake no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise.

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 March 31, 2017 :

DOLLAR AMOUNTS IN MILLIONS	Timberlands		Real Estate & ENR		Wood Products		Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings										$	157
Earnings from discontinued operations, net of income taxes										—
Interest expense, net of capitalized interest										99
Income taxes										24
Net contribution to earnings	$	148	$	26	$	172	$	(66	)	$	280
Equity earnings from joint ventures	—		—		—		—			—
Non-operating pension and other postretirement benefit (costs) credits	—		—		—		22			22
Interest income and other	—		—		—		(9		)	(9		)
Operating income (loss)	148		26		172		(53		)	293
Depreciation, depletion and amortization	94		3		35		1			133
Basis of real estate sold	—		14		—		—			14
Unallocated pension service costs	—		—		—		2			2
Special items(1)	—		—		—		12			12
Adjusted EBITDA	$	242	$	43	$	207	$	(38	)	$	454

(1) Pre-tax special items include $12 million of Plum Creek merger-related costs.

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The table below reconciles Adjusted EBITDA for the quarter ended December 31, 2016

DOLLAR AMOUNTS IN MILLIONS	Timberlands		Real Estate & ENR			Wood Products		Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings											$	551
Earnings from discontinued operations, net of income taxes											(489		)
Interest expense, net of capitalized interest											108
Income taxes											25
Net contribution to earnings	$	123	$	13		$	99	$	(40	)	$	195
Equity (earnings) loss from joint ventures	—		(1		)	—		—			(1		)
Non-operating pension and other postretirement benefit (costs) credits	—		—			—		(11		)	(11		)
Interest income and other	—		—			—		(9		)	(9		)
Operating income (loss)	123		12			99		(60		)	174
Depreciation, depletion and amortization	100		4			33		—			137
Basis of real estate sold	—		60			—		—			60
Unallocated pension service costs	—		—			—		1			1
Special items(1)	—		14			—		14			28
Adjusted EBITDA	$	223	$	90		$	132	$	(45	)	$	400

(1)    Pre-tax special items include: $14 million Plum Creek merger-related costs and $14 million restructuring, impairments and other charges.

The table below reconciles Adjusted EBITDA for the quarter ended March 31, 2016:

DOLLAR AMOUNTS IN MILLIONS	Timberlands		Real Estate & ENR		Wood Products		Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings										$	81
Earnings from discontinued operations, net of income taxes										(20		)
Interest expense, net of capitalized interest										95
Income taxes										11
Net contribution to earnings	$	129	$	15	$	87	$	(64	)	$	167
Equity earnings from joint ventures	—		—		—		(5		)	(5		)
Non-operating pension and other postretirement benefit (costs) credits	—		—		—		(14		)	(14		)
Interest income and other	—		—		—		(9		)	(9		)
Operating income (loss)	129		15		87		(92		)	139
Depreciation, depletion and amortization	70		2		30		2			104
Basis of real estate sold	—		17		—		—			17
Unallocated pension service costs	—		—		—		2			2
Special items(1)	—		—		—		74			74
Adjusted EBITDA	$	199	$	34	$	117	$	(14	)	$	336

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(1)    Pre-tax special items include: $110 million Plum Creek merger-related costs and $36 million gain on sale of non-strategic assets.

View our financial statements in a printer-friendly PDF.

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EX-99.2

Weyerhaeuser Company				Exhibit 99.2
Q1.2017 Analyst Package
Preliminary results (unaudited)
Consolidated Statement of Operations(1)(2)
in millions	Q4			Q1
	December 31, 2016			March 31, 2017			March 31, 2016
Net sales	$	1,596		$	1,693		$	1,405
Cost of products sold	1,278			1,272			1,103
Gross margin	318			421			302
Selling expenses	22			22			23
General and administrative expenses	85			87			79
Research and development expenses	5			4			5
Charges for integration and restructuring, closures and asset impairments	29			13			111
Other operating costs (income), net	3			2			(55		)
Operating income from continuing operations	174			293			139
Equity earnings from joint ventures	1			—			5
Non-operating pension and other postretirement benefit (costs) credits	11			(22		)	14
Interest income and other	9			9			9
Interest expense, net of capitalized interest	(108		)	(99		)	(95		)
Earnings from continuing operations before income taxes	87			181			72
Income taxes	(25		)	(24		)	(11		)
Earnings from continuing operations	62			157			61
Earnings from discontinued operations, net of income taxes	489			—			20
Net earnings	551			157			81
Dividends on preference shares	—			—			(11		)
Net earnings attributable to Weyerhaeuser common shareholders	$	551		$	157		$	70
(1) Discontinued operations as presented herein consist of the operations of our former Cellulose Fibers segment. The corresponding assets and liabilities were classified as held for sale on our balance sheet. All periods presented have been revised to separate the results of discontinued operations from the results of our continuing operations.
(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
	Q4			Q1
	December 31, 2016			March 31, 2017			March 31, 2016
Earnings per share attributable to Weyerhaeuser common shareholders, basic:
Continuing operations	$	0.09		$	0.21		$	0.08
Discontinued operations	0.65			—			0.03
Net earnings per share	$	0.74		$	0.21		$	0.11
Earnings per share attributable to Weyerhaeuser common shareholders, diluted:
Continuing operations	$	0.08		$	0.21		$	0.08
Discontinued operations	0.65			—			0.03
Net earnings per share	$	0.73		$	0.21		$	0.11
Dividends paid per common share	$	0.31		$	0.31		$	0.31
Weighted average shares outstanding (in thousands):
Basic	748,835			750,665			632,004
Diluted	752,768			754,747			634,872
Common shares outstanding at end of period (in thousands)	748,528			751,411			759,044

Page 1 of 9

Weyerhaeuser Company
Q1.2017 Analyst Package
Preliminary results (unaudited)
Adjusted Earnings before Interest, Tax, Depreciation, Depletion and Amortization (Adjusted EBITDA)*
in millions	Q4			Q1
	December 31, 2016			March 31, 2017			March 31, 2016
Net earnings	$	551		$	157		$	81
Earnings from discontinued operations, net of income taxes	(489		)	—			(20		)
Equity earnings from joint ventures	(1		)	—			(5		)
Non-operating pension and other postretirement benefit costs (credits)	(11		)	22			(14		)
Interest income and other	(9		)	(9		)	(9		)
Interest expense, net of capitalized interest	108			99			95
Income taxes	25			24			11
Operating income from continuing operations	174			293			139
Depreciation, depletion and amortization	137			133			104
Basis of real estate sold	60			14			17
Unallocated pension service costs	1			2			2
Special items	28			12			74
Adjusted EBITDA*	$	400		$	454		$	336
*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 of real estate sold, unallocated pension service costs 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	Q4			Q1
	December 31, 2016			March 31, 2017		March 31, 2016
Net earnings attributable to Weyerhaeuser common shareholders	$	551		$	157	$	70
Plum Creek merger- and integration-related costs	11			10		98
Gain on sale of non-strategic asset	—			—		(22		)
Restructuring, impairments and other charges	9			—		—
Tax adjustment	24			—		—
Net earnings attributable to Weyerhaeuser common shareholders before special items	595			167		146
Earnings from discontinued operations, net of income taxes	(489		)	—		(20		)
Net earnings from continuing operations attributable to Weyerhaeuser common shareholders before special items	$	106		$	167	$	126
per share	Q4			Q1
	December 31, 2016			March 31, 2017		March 31, 2016
Net earnings per diluted share attributable to Weyerhaeuser common shareholders	$	0.73		$	0.21	$	0.11
Plum Creek merger- and integration-related costs	0.01			0.01		0.15
Gain on sale of non-strategic asset	—			—		(0.03		)
Restructuring, impairments and other charges	0.01			—		—
Tax adjustment	0.04			—		—
Net earnings per diluted share attributable to Weyerhaeuser common shareholders before special items	0.79			0.22		0.23
Earnings from discontinued operations, net of income taxes	(0.65		)	—		(0.03		)
Net earnings from continuing operations per diluted share attributable to Weyerhaeuser common shareholders before special items	$	0.14		$	0.22	$	0.20

Page 2 of 9

Weyerhaeuser Company
Q1.2017 Analyst Package
Preliminary results (unaudited)
Consolidated Balance Sheet
in millions	December 31, 2016		March 31, 2017		March 31, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	676	$	455	$	411
Receivables, less allowances	390		472		382
Receivables for taxes	84		10		25
Inventories	358		386		423
Prepaid expenses and other current assets	114		142		123
Assets of discontinued operations	—		—		1,929
Total current assets	1,622		1,465		3,293
Property and equipment, net	1,562		1,544		1,446
Construction in progress	213		230		151
Timber and timberlands at cost, less depletion charged to disposals	14,299		14,218		14,547
Minerals and mineral rights, net	319		317		325
Investments in and advances to joint ventures	56		56		938
Goodwill	40		40		40
Deferred tax assets	293		287		291
Other assets	224		229		409
Restricted financial investments held by variable interest entities	615		615		615
Total assets	$	19,243	$	19,001	$	22,055
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt	$	281	$	343	$	—
Accounts payable	233		227		284
Accrued liabilities	692		452		487
Liabilities of discontinued operations	—		—		674
Total current liabilities	1,206		1,022		1,445
Note payable to timberland venture	—		—		835
Long-term debt	6,329		6,263		7,715
Long-term debt (nonrecourse to the company) held by variable interest entities	511		511		511
Deferred pension and other postretirement benefits	1,322		1,287		983
Deposit received from contribution of timberlands to related party	426		422		—
Other liabilities	269		281		285
Total liabilities	10,063		9,786		11,774
Total equity	9,180		9,215		10,281
Total liabilities and equity	$	19,243	$	19,001	$	22,055

Page 3 of 9

Weyerhaeuser Company
Q1.2017 Analyst Package
Preliminary results (unaudited)
Consolidated Statement of Cash Flows
in millions	Q4			Q1
	December 31, 2016			March 31, 2017			March 31, 2016
Cash flows from operations:
Net earnings	$	551		$	157		$	81
Noncash charges (credits) to income:
Depreciation, depletion and amortization	137			133			142
Basis of real estate sold	60			14			17
Deferred income taxes, net	(255		)	3			18
Gains on sales of discontinued operations	(729		)	—			—
Gains on sales of non-strategic assets	(12		)	(7		)	(41		)
Pension and other postretirement benefits	—			32			4
Other noncash charges (credits)	27			13			8
Change in:
Receivables less allowances	42			(70		)	(47		)
Receivable for taxes	69			(36		)	10
Inventories	12			(28		)	(43		)
Prepaid expenses	8			(9		)	(1		)
Accounts payable and accrued liabilities	(50		)	(137		)	(70		)
Pension and postretirement contributions	(16		)	(22		)	(17		)
Distributions received from joint ventures	9			—			5
Other	(4		)	(8		)	(19		)
Net cash from operations	(151		)	35			47
Cash flows from investing activities:
Capital expenditures:
Purchases of property and equipment	(191		)	(52		)	(57		)
Timberlands reforestation costs	(16		)	(23		)	(16		)
Acquisition of timberlands	—			—			(6		)
Proceeds from sales of discontinued operations	2,201			—			—
Proceeds from sale of assets	10			8			70
Other	(36		)	(1		)	33
Cash from (used in) investing activities	1,968			(68		)	24
Cash flows from financing activities:
Cash dividends on common shares	(232		)	(233		)	(241		)
Proceeds from issuance of long-term debt	—			—			1,098
Payments of long-term debt	(1,700		)	—			(720		)
Repurchase of common stock	—			—			(798		)
Other	12			45			(7		)
Cash used in financing activities	(1,920		)	(188		)	(668		)
Net change in cash and cash equivalents	(103		)	(221		)	(597		)
Cash and cash equivalents from continuing operations at beginning of period	$	769		$	676		$	1,011
Cash and cash equivalents from discontinued operations at beginning of period	10			—			1
Cash and cash equivalents at beginning of period	$	779		$	676		$	1,012
Cash and cash equivalents from continuing operations at end of period	$	676		$	455		$	411
Cash and cash equivalents from discontinued operations at end of period	—			—			4
Cash and cash equivalents at end of period	$	676		$	455		$	415
Cash paid (received) during the year for:
Interest, net of amount capitalized	$	79		$	120		$	125
Income taxes	$	511		$	59		$	(13	)

Page 4 of 9

Weyerhaeuser Company	Total Company Statistics
Q1.2017 Analyst Package
Preliminary results (unaudited)
Selected Total Company Items
in millions	Q4			Q1
	December 31, 2016			March 31, 2017			March 31, 2016
Pension and postretirement costs:
Pension and postretirement costs allocated to business segments	$	7		$	8		$	7
Pension and postretirement credits not allocated:
Unallocated pension service costs	1			2			2
Non-operating pension and other postretirement benefit costs (credits)	(11		)	22			(14		)
Accelerated pension costs included in Plum Creek merger-related costs (not allocated)	—			—			5
Total pension and postretirement costs (credits) for continuing operations	(3		)	32			—
Pension and postretirement service costs directly attributable to discontinued operations	3			—			4
Total company pension and postretirement costs	$	—		$	32		$	4
Cash spent for capital expenditures for continuing operations	$	(185	)	$	(75	)	$	(51	)

Page 5 of 9

Weyerhaeuser Company		Timberlands Segment
Q1.2017 Analyst Package
Preliminary results (unaudited)
Segment Statement of Operations
in millions		Q4.2016			Q1.2017			Q1.2016
Sales to unaffiliated customers		$	463		$	486		$	387
Intersegment sales		209			202			222
Total net sales		672			688			609
Cost of products sold		527			519			459
Gross margin		145			169			150
Selling expenses		1			1			1
General and administrative expenses		24			24			28
Research and development expenses		5			3			4
Other operating income, net		(8		)	(7		)	(12		)
Operating income and Net contribution to earnings		$	123		$	148		$	129
Adjusted Earnings before Interest, Tax, Depreciation, Depletion and Amortization*
in millions		Q4.2016			Q1.2017			Q1.2016
Operating income		$	123		$	148		$	129
Depreciation, depletion and amortization		100			94			70
Adjusted EBITDA*		$	223		$	242		$	199
*See definition of Adjusted EBITDA (a non-GAAP measure) on page 2.
Selected Segment Items
		Q4.2016			Q1.2017			Q1.2016
Total decrease (increase) in working capital (1)		$	20		$	(37	)	$	(53	)
Cash spent for capital expenditures		$	(39	)	$	(30	)	$	(20	)
(1) Working capital does not include cash balances. Represents the change in combined working capital of Timberlands and Real Estate & ENR.
Segment Statistics(2)(3)
		Q4.2016			Q1.2017			Q1.2016
Third Party  Net Sales (millions)	Delivered logs:
	West	$	201		$	225		$	215
	South	151			148			101
	North	30			27			13
	Other	13			20			7
	Total delivered logs	395			420			336
	Stumpage and pay-as-cut timber	23			12			15
	Products from international operations	21			19			16
	Recreational and other lease revenue	15			14			6
	Other revenue	9			21			14
	Total	$	463		$	486		$	387
Delivered Logs Third Party Sales Realizations (per ton)	West	$	100.43		$	104.27		$	100.71
	South	$	34.98		$	34.48		$	36.39
	North	$	59.28		$	59.57		$	59.31
	International	$	25.72		$	28.18		$	15.73
Delivered Logs Third Party Sales Volumes (tons, thousands)	West	2,008			2,157			2,133
	South	4,308			4,293			2,781
	North	495			454			210
	International	118			90			146
	Other	342			510			169
Fee Harvest Volumes (tons, thousands)	West	2,558			2,657			2,801
	South	7,260			6,373			5,030
	North	652			622			260
	International	330			265			299
	Other	329			371			—
(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) Western logs are primarily transacted in MBF but are converted to ton equivalents for external reporting purposes.

Page 6 of 9

Weyerhaeuser Company		Real Estate, Energy and Natural Resources Segment
Q1.2017 Analyst Package
Preliminary results (unaudited)
Segment Statement of Operations
in millions		Q4.2016			Q1.2017		Q1.2016
Sales to unaffiliated customers		$	101		$	53	$	39
Intersegment sales		1			—		—
Total net sales		102			53		39
Cost of products sold		69			20		20
Gross margin		33			33		19
Selling expenses		—			—		—
General and administrative expenses		7			7		4
Charges for integration, restructuring, closures and asset impairments		14			—		—
Other operating costs (income), net		—			—		—
Operating income		12			26		15
Equity earnings (loss) from joint ventures(1)		1			—		—
Net contribution to earnings		$	13		$	26	$	15
(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		Q4.2016			Q1.2017		Q1.2016
Operating income		$	12		$	26	$	15
Depreciation, depletion and amortization		4			3		2
Basis of real estate sold		60			14		17
Special items		14			—		—
Adjusted EBITDA*		$	90		$	43	$	34
*See definition of Adjusted EBITDA (a non-GAAP measure) on page 2.
Segment Special Items Included in Net Contribution to Earnings (Pre-Tax)
		Q4.2016			Q1.2017		Q1.2016
Restructuring, impairments and other charges		$	(14	)	$	—	$	—
Selected Segment Items
		Q4.2016			Q1.2017		Q1.2016
Cash spent for capital expenditures		$	—		$	—	$	—
Segment Statistics
		Q4.2016			Q1.2017		Q1.2016
Net Sales (millions)	Real Estate	$	85		$	37	$	30
	Energy and natural resources	16			16		9
	Total	$	101		$	53	$	39
Acres sold	Real Estate	44,589			13,257		15,225
Price per acre	Real Estate	$	1,903		$	2,403	$	1,980

Page 7 of 9

Weyerhaeuser Company		Wood Products Segment
Q1.2017 Analyst Package
Preliminary results (unaudited)
Segment Statement of Operations
in millions		Q4.2016			Q1.2017			Q1.2016
Sales to unaffiliated customers		$	1,032		$	1,154		$	979
Intersegment sales		7			—			22
Total net sales		1,039			1,154			1,001
Cost of products sold		889			926			862
Gross margin		150			228			139
Selling expenses		21			21			22
General and administrative expenses		28			32			27
Research and development expenses		—			1			1
Charges for integration and restructuring, closures and asset impairments		1			1			1
Other operating costs (income), net		1			1			1
Operating income and Net contribution to earnings		$	99		$	172		$	87
Adjusted Earnings before Interest, Tax, Depreciation, Depletion and Amortization*
in millions		Q4.2016			Q1.2017			Q1.2016
Operating income		$	99		$	172		$	87
Depreciation, depletion and amortization		33			35			30
Adjusted EBITDA*		$	132		$	207		$	117
*See definition of Adjusted EBITDA (a non-GAAP measure) on page 2.
Selected Segment Items
		Q4.2016			Q1.2017			Q1.2016
Total decrease (increase) in working capital (1)		$	32		$	(122	)	$	(132	)
Cash spent for capital expenditures		$	(145	)	$	(44	)	$	(29	)
(1) Working capital does not include cash balances.
Segment Statistics
in millions, except for third-party sales realizations		Q4.2016			Q1.2017			Q1.2016
Structural Lumber (board feet)	Third party net sales	$	427		$	478		$	419
	Third party sales realizations	$	392		$	413		$	364
	Third party sales volumes (2)	1,089			1,158			1,152
	Production volumes	1,052			1,152			1,129
Engineered Solid Section (cubic feet)	Third party net sales	$	107		$	117		$	109
	Third party sales realizations	$	1,930		$	1,881		$	1,971
	Third party sales volumes (2)	5.6			6.2			5.5
	Production volumes	5.6			6.3			5.6
Engineered I-joists (lineal feet)	Third party net sales	$	72		$	73		$	66
	Third party sales realizations	$	1,485		$	1,481		$	1,507
	Third party sales volumes (2)	48			49			44
	Production volumes	43			50			46
Oriented Strand Board (square feet 3/8")	Third party net sales	$	163		$	203		$	163
	Third party sales realizations	$	255		$	263		$	214
	Third party sales volumes (2)	638			769			759
	Production volumes	651			758			749
Softwood Plywood (square feet 3/8")	Third party net sales	$	41		$	44		$	35
	Third party sales realizations	$	364		$	377		$	317
	Third party sales volumes (2)	113			118			110
	Production volumes	92			97			88
Medium Density Fiberboard (square feet 3/4")	Third party net sales	$	46		$	47		$	17
	Third party sales realizations	$	779		$	795		$	763
	Third party sales volumes (2)	58			59			23
	Production volumes	54			56			25
(2) Volumes include sales of internally produced products and products purchased for resale primarily through our distribution business.

Page 8 of 9

Weyerhaeuser Company	Unallocated Items
Q1.2017 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	Q4.2016			Q1.2017			Q1.2016
Unallocated corporate function expenses	$	(25	)	$	(19	)	$	(17	)
Unallocated share-based compensation	2			(6		)	(2		)
Unallocated pension service costs	(1		)	(2		)	(2		)
Foreign exchange gains (losses)	(7		)	(3		)	13
Elimination of intersegment profit in inventory and LIFO	(12		)	(6		)	(6		)
Gain on sale of non-strategic asset	5			3			36
Plum Creek merger- and integration-related costs	(14		)	(12		)	(110		)
Other	(8		)	(8		)	(4		)
Operating income (loss)	(60		)	(53		)	(92		)
Equity earnings from joint venture (1)	—			—			5
Non-operating pension and other postretirement benefit (costs) credits (2)	11			(22		)	14
Interest income and other	9			9			9
Net contribution to earnings	$	(40	)	$	(66	)	$	(64	)
(1) First quarter 2016 includes equity earnings from our Timberland Venture, which effective August 31, 2016, is consolidated as a wholly-owned subsidiary.
(2) During Q1 2017 we have adopted ASU 2017-07. This ASU requires us to show components of pension and other post retirement benefit costs (interest, expected return on plan assets, amortization of actuarial gains or losses, amortization of prior service credits or costs) on the Consolidated Statement of Operations as a line item outside of "Operating income." We reclassified these components for all periods shown above.
Adjusted Earnings before Interest, Tax, Depreciation, Depletion and Amortization*
in millions	Q4.2016			Q1.2017			Q1.2016
Operating income (loss)	$	(60	)	$	(53	)	$	(92	)
Depreciation, depletion and amortization	—			1			2
Unallocated pension service costs	1			2			2
Special items	14			12			74
Adjusted EBITDA*	$	(45	)	$	(38	)	$	(14	)
*See definition of Adjusted EBITDA (a non-GAAP measure) on page 2.
Unallocated Special Items Included in Net Contribution to Earnings (Pre-Tax)
	Q4.2016			Q1.2017			Q1.2016
Plum Creek merger- and integration-related costs	(14		)	(12		)	(110		)
Gain on sale of non-strategic asset	—			—			36
Total	$	(14	)	$	(12	)	$	(74	)
Unallocated Selected Items
	Q4.2016			Q1.2017			Q1.2016
Cash spent for capital expenditures	$	(1	)	$	(1	)	$	(2	)

Page 9 of 9