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 27, 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934:

¨ Emerging growth company

¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

TABLE OF CONTENTS

Exhibit 99.1

Exhibit 99.2

Section 2 - Financial Information

Item 2.02. Results of Operations and Financial Condition

On October 27, 2017, Weyerhaeuser Company issued a press release announcing its financial results for the quarter ended September 30, 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

(d) Exhibits.     The following items are furnished as exhibits to this report.

Exhibit No.	Description
99.1	Press release of Weyerhaeuser Company issued October 27, 2017 reporting results of operations for the quarter ended September 30, 2017.
99.2	Exhibit to press release of Weyerhaeuser Company issued October 27, 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
Name:	Jeanne M. Hillman
Its:	Vice President and Chief Accounting Officer

Date: October 27, 2017

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of Weyerhaeuser Company issued October 27, 2017 reporting results of operations for the quarter ended September 30, 2017.
99.2	Exhibit to press release of Weyerhaeuser Company issued October 27, 2017.

EX-99.1

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

Weyerhaeuser Reports Third Quarter Results

• Operating income increased over 30% compared with second quarter

• Adjusted EBITDA increased 12% on strong results in all businesses

• Completed sale of Uruguay operations for $402.5 million

SEATTLE (October 27, 2017) - Weyerhaeuser Company (NYSE: WY) today reported third quarter net earnings of $130 million, or 17 cents per diluted share, on net sales of $1.9 billion. This compares with earnings from continuing operations of $162 million, or 21 cents per diluted share, on net sales of $1.7 billion for the same period last year. Adjusted EBITDA for the third quarter was $569 million compared with $434 million for the third quarter of last year.

Excluding after-tax special charges of $129 million, primarily comprised of previously announced charges for product remediation, the company reported net earnings of $259 million, or 34 cents per diluted share for the third quarter. This compares with net earnings from continuing operations before special items of $172 million for the same period last year and $212 million for the second quarter of 2017.

“I am very pleased with our third quarter performance, as each of our businesses delivered strong operating results despite various weather-related challenges in the quarter,” said Doyle R. Simons, president and chief executive officer. “We also continued to simplify our business and strategically optimize our timberland portfolio by completing the sale of our Uruguay operations, and we redeemed our interest in the Twin Creeks joint venture in October. Looking forward, we remain focused on driving value for shareholders by delivering continued operational improvements and capturing the full benefit of improving market conditions.”

WEYERHAEUSER FINANCIAL HIGHLIGHTS

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	2017	2017	2016
(millions, except per share data)	2Q	3Q	3Q
Net sales	$1,808	$1,872	$1,709
Earnings from continuing operations	$24	$130	$162
Net earnings	$24	$130	$227
Earnings per diluted share from continuing operations	$0.03	$0.17	$0.21
Net earnings per diluted share	$0.03	$0.17	$0.30
Weighted average shares outstanding, diluted	756	757	754
Net earnings from continuing operations before special items(1)	$212	$259	$172
Net earnings from continuing operations per diluted share before special items	$0.28	$0.34	$0.23
Adjusted EBITDA(2)	$506	$569	$434
(1) Third quarter 2017 includes after-tax special charges of $118 million for product remediation, $4 million for a non-cash impairment, $4 million for countervailing and antidumping duties on Canadian softwood lumber the company sold into the United States and $3 million for Plum Creek merger-related costs. Second quarter 2017 includes after-tax special charges of $147 million for a non-cash impairment of the Uruguay operations, $31 million for product remediation, $8 million for countervailing and antidumping duties and $2 million for Plum Creek merger-related costs. Third quarter 2016 includes after-tax special charges of $10 million for Plum Creek merger-related costs.
(2) 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)	2Q 2017	3Q 2017	Change
Net sales	$632	$670	$38
Contribution to pre-tax earnings	($12)	$131	$143
Pre-tax charge for special items	$147	$0	($147)
Contribution to pre-tax earnings before special items	$135	$131	($4)
Adjusted EBITDA	$222	$220	($2)

3Q2017 Performance - In the West, higher average sales realizations for domestic and export logs were more than offset by lower fee harvest volumes due to fire season related logging restrictions. In the South, log sales volumes increased, and average sales realizations were comparable to the second quarter, as slightly higher sawlog pricing was offset by a higher proportion of pulpwood sales. Forestry costs increased slightly.

4Q2017 Outlook - Weyerhaeuser expects higher earnings and Adjusted EBITDA in the fourth quarter compared with the third quarter. In the West, the Company anticipates increased fee harvest volumes and slightly higher average log sales realizations, partially offset by higher road spending. In the South, the company anticipates slightly higher fee harvest volumes, more than offset by higher forestry expense due to weather-related deferral of third quarter activities. Average log sales realizations should be comparable to the third quarter.

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REAL ESTATE, ENERGY & NATURAL RESOURCES

FINANCIAL HIGHLIGHTS (millions)	2Q 2017	3Q 2017	Change
Net sales	$46	$82	$36
Contribution to pre-tax earnings	$23	$47	$24
Adjusted EBITDA	$37	$74	$37

3Q2017 Performance - Earnings and Adjusted EBITDA increased compared with the second quarter due to seasonally higher Real Estate sales. Energy & Natural Resources royalties decreased slightly.

4Q2017 Outlook - Weyerhaeuser expects significantly higher earnings and Adjusted EBITDA in the fourth quarter compared with third quarter. The company anticipates full year Adjusted EBITDA for the Real Estate, Energy & Natural Resources segment will be approximately $250 million.

WOOD PRODUCTS

FINANCIAL HIGHLIGHTS (millions)	2Q 2017	3Q 2017	Change
Net sales	$1,293	$1,299	$6
Contribution to pre-tax earnings	$177	$40	($137)
Pre-tax charge for special items	$61	$201	$140
Contribution to pre-tax earnings before special items	$238	$241	$3
Adjusted EBITDA	$274	$278	$4

3Q2017 Performance - Average sales realizations improved compared with the second quarter, with oriented strand board realizations increasing 11 percent. Sales volumes for most products decreased slightly, operating rates declined, and per unit manufacturing costs increased due to downtime from fire season related operating constraints and planned maintenance.

Third quarter results include pre-tax special charges of $201 million, which are comprised of $190 million for product remediation, $6 million for a non-cash impairment and $5 million for softwood lumber countervailing and antidumping duties.

4Q2017 Outlook - Weyerhaeuser anticipates fourth quarter earnings and Adjusted EBITDA will be comparable to the third quarter. The company expects modestly higher average sales realizations for lumber and oriented strand board will be partially offset by slightly higher Western log costs. In engineered wood products, the company anticipates seasonally lower sales volumes, higher input costs, and increased per unit manufacturing costs due to planned seasonal and maintenance downtime.

ABOUT WEYERHAEUSER

Weyerhaeuser Company, one of the world's largest private owners of timberlands, began operations in 1900. We own or control nearly 13 million acres of timberlands in the U.S. and manage additional timberlands under long-term licenses in Canada. We manage these timberlands on a sustainablebasis 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 October 27, 2017, to discuss third quarter results.

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To access the live webcast and presentation online, go to the Investor Relations section on www.weyerhaeuser.com on October 27, 2017.

To join the conference call from within North America, dial 877-296-9413 (access code: 43730130) at least 15 minutes prior to the call. Those calling from outside North America should dial 706-679-2458 (access code: 43730130). Replays will be available for two weeks at 855-859-2056 (access code: 43730130) from within North America and at 404-537-3406 (access code: 43730130) 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 without limitation with respect to the following for the fourth quarter of 2017: earnings and Adjusted EBITDA for each of our business segments; log sale realizations and fee harvest volumes and related forestry expense; sales volumes across Wood Products product lines, expected sales realizations and volumes and related forestry expense for lumber and oriented strand board and various manufacturing costs; and real estate sales volumes. 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;

• 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;

• the accuracy of our estimates of costs and expenses related to contingent liabilities;

• 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 June 30, 2017:

DOLLAR AMOUNTS IN MILLIONS	Timberlands			Real Estate & ENR		Wood Products		Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings											$	24
Earnings from discontinued operations, net of income taxes											—
Interest expense, net of capitalized interest											100
Income taxes											34
Net contribution to earnings	$	(12	)	$	23	$	177	$	(30	)	$	158
Equity (earnings) loss from joint ventures	—			—		—		—			—
Non-operating pension and other postretirement benefit (costs) credits	—			—		—		8			8
Interest income and other	—			—		—		(9		)	(9		)
Operating income (loss)	(12		)	23		177		(31		)	157
Depreciation, depletion and amortization	87			4		36		2			129
Basis of real estate sold	—			10		—		—			10
Unallocated pension service costs	—			—		—		—			—
Special items(1)(2)(3)	147			—		61		2			210
Adjusted EBITDA	$	222		$	37	$	274	$	(27	)	$	506

(1)    Pre-tax special items attributable to Timberlands include $147 million of impairment charges related to our Uruguayan operations.

(2)    Pre-tax special items attributable to Wood Products include: $50 million for product remediation and $11 million of countervailing and antidumping duties.

(3)    Pre-tax special items attributable to Unallocated Items include $2 million of Plum Creek merger-related costs.

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The table below reconciles Adjusted EBITDA for the quarter ended September 30, 2017 :

DOLLAR AMOUNTS IN MILLIONS	Timberlands		Real Estate & ENR			Wood Products		Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings											$	130
Earnings from discontinued operations, net of income taxes											—
Interest expense, net of capitalized interest											98
Income taxes											(27		)
Net contribution to earnings	$	131	$	47		$	40	$	(17	)	$	201
Equity earnings from joint ventures	—		(1		)	—		—			(1		)
Non-operating pension and other postretirement benefit (costs) credits	—		—			—		16			16
Interest income and other	—		—			—		(11		)	(11		)
Operating income (loss)	131		46			40		(12		)	205
Depreciation, depletion and amortization	89		4			37		2			132
Basis of real estate sold	—		24			—		—			24
Unallocated pension service costs	—		—			—		1			1
Special items(1)(2)	—		—			201		6			207
Adjusted EBITDA	$	220	$	74		$	278	$	(3	)	$	569

(1) Pre-tax special items attributable to Wood Products include: $190 million of product remediation, a $6 million impairment on a non-strategic asset and $5 million of countervailing and anti-dumping duties.

(2) Pre-tax special items attributable to Unallocated Items include $6 million of Plum Creek merger-related costs.

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 from joint ventures	—		(1		)	—		(8		)	(9		)
Non-operating pension and other postretirement benefit (costs) credits	—		—			—		(13		)	(13		)
Interest income and other	—		—			—		(15		)	(15		)
Operating income (loss)	122		14			170		(45		)	261
Depreciation, depletion and amortization	101		4			33		—			138
Basis of real estate sold	—		19			—		—			19
Unallocated pension service costs	—		—			—		2			2
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.

View our financial statements in a printer-friendly PDF.

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EX-99.2

Weyerhaeuser Company										Exhibit 99.2
Q3.2017 Analyst Package
Preliminary results (unaudited)
Consolidated Statement of Operations(1)(2)
in millions	Q2			Q3						Year-to-date
	June 30, 2017			September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016
Net sales	$	1,808		$	1,872		$	1,709		$	5,373		$	4,769
Cost of products sold	1,336			1,374			1,328			3,982			3,702
Gross margin	472			498			381			1,391			1,067
Selling expenses	22			22			22			66			67
General and administrative expenses	76			75			80			238			253
Research and development expenses	4			4			5			12			14
Charges for integration and restructuring, closures and asset impairments	151			14			16			178			141
Charges for product remediation	50			190			—			240			—
Other operating costs (income), net	12			(12		)	(3		)	2			(56		)
Operating income from continuing operations	157			205			261			655			648
Equity earnings from joint ventures	—			1			9			1			21
Non-operating pension and other postretirement benefit (costs) credits	(8		)	(16		)	13			(46		)	37
Interest income and other	9			11			15			29			34
Interest expense, net of capitalized interest	(100		)	(98		)	(114		)	(297		)	(323		)
Earnings from continuing operations before income taxes	58			103			184			342			417
Income taxes	(34		)	27			(22		)	(31		)	(64		)
Earnings from continuing operations	24			130			162			311			353
Earnings from discontinued operations, net of income taxes	—			—			65			—			123
Net earnings	24			130			227			311			476
Dividends on preference shares	—			—			—			—			(22		)
Net earnings attributable to Weyerhaeuser common shareholders	$	24		$	130		$	227		$	311		$	454
(1) Discontinued operations as presented herein consist of the operations of our former Cellulose Fibers segment. The corresponding assets and liabilities were classified as discontinued operations on our balance sheet.
(2) Amounts presented reflect the 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, 2017			September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016
Earnings per share attributable to Weyerhaeuser common shareholders, basic:
Continuing operations	$	0.03		$	0.17		$	0.22		$	0.41		$	0.47
Discontinued operations	—			—			0.08			—			0.17
Net earnings per share	$	0.03		$	0.17		$	0.30		$	0.41		$	0.64
Earnings per share attributable to Weyerhaeuser common shareholders, diluted:
Continuing operations	$	0.03		$	0.17		$	0.21		$	0.41		$	0.46
Discontinued operations	—			—			0.09			—			0.18
Net earnings per share	$	0.03		$	0.17		$	0.30		$	0.41		$	0.64
Dividends paid per common share	$	0.31		$	0.31		$	0.31		$	0.93		$	0.93
Weighted average shares outstanding (in thousands):
Basic	752,630			753,535			749,587			752,301			708,395
Diluted	756,451			756,903			754,044			756,058			712,205
Common shares outstanding at end of period (in thousands)	752,711			753,051			747,933			753,051			747,933

Page 1 of 9

Weyerhaeuser Company
Q3.2017 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, 2017			September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016
Net earnings	$	24		$	130		$	227		$	311		$	476
Earnings from discontinued operations, net of income taxes	—			—			(65		)	—			(123		)
Equity earnings from joint ventures	—			(1		)	(9		)	(1		)	(21		)
Non-operating pension and other postretirement benefit costs (credits)	8			16			(13		)	46			(37		)
Interest income and other	(9		)	(11		)	(15		)	(29		)	(34		)
Interest expense, net of capitalized interest	100			98			114			297			323
Income taxes	34			(27		)	22			31			64
Operating income from continuing operations	157			205			261			655			648
Depreciation, depletion and amortization	129			132			138			394			375
Basis of real estate sold	10			24			19			48			49
Unallocated pension service costs	—			1			2			3			4
Special items	210			207			14			429			107
Adjusted EBITDA*	$	506		$	569		$	434		$	1,529		$	1,183
*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	Q2		Q3					Year-to-date
	June 30, 2017		September 30, 2017		September 30, 2016			September 30, 2017		September 30, 2016
Net earnings attributable to Weyerhaeuser common shareholders	$	24	$	130	$	227		$	311	$	454
Plum Creek merger- and integration-related costs	2		3		10			15		112
Uruguay impairment	147		—		—			147		—
Gain on sale of non-strategic asset	—		—		—			—		(22		)
Legal expense	—		—		—			—		7
Countervailing and antidumping duties	8		4		—			12		—
Impairment of non-strategic asset	—		4		—			4		—
Product remediation	31		118		—			149		—
Net earnings attributable to Weyerhaeuser common shareholders before special items	212		259		237			638		551
Earnings from discontinued operations, net of income taxes	—		—		(65		)	—		(123		)
Net earnings from continuing operations attributable to Weyerhaeuser common shareholders before special items	$	212	$	259	$	172		$	638	$	428
per share	Q2		Q3					Year-to-date
	June 30, 2017		September 30, 2017		September 30, 2016			September 30, 2017		September 30, 2016
Net earnings per diluted share attributable to Weyerhaeuser common shareholders	$	0.03	$	0.17	$	0.30		$	0.41	$	0.64
Plum Creek merger- and integration-related costs	—		—		0.02			0.02		0.16
Uruguay impairment	0.20		—		—			0.19		—
Gain on sale of non-strategic asset	—		—		—			—		(0.03		)
Legal expense	—		—		—			—		0.01
Countervailing and antidumping duties	0.01		0.01		—			0.01		—
Impairment of non-strategic asset	—		0.01		—			0.01		—
Product remediation	0.04		0.15		—			0.20		—
Net earnings per diluted share attributable to Weyerhaeuser common shareholders before special items	0.28		0.34		0.32			0.84		0.78
Earnings from discontinued operations, net of income taxes	—		—		(0.09		)	—		(0.18		)
Net earnings from continuing operations per diluted share attributable to Weyerhaeuser common shareholders before special items	$	0.28	$	0.34	$	0.23		$	0.84	$	0.60

Page 2 of 9

Weyerhaeuser Company
Q3.2017 Analyst Package
Preliminary results (unaudited)
Consolidated Balance Sheet
in millions	June 30, 2017		September 30, 2017		December 31, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	701	$	497	$	676
Receivables, less allowances	442		485		390
Receivables for taxes	8		65		84
Inventories	349		340		358
Prepaid expenses and other current assets	177		130		114
Assets held for sale	411		—		—
Total current assets	2,088		1,517		1,622
Property and equipment, net	1,534		1,534		1,562
Construction in progress	190		225		213
Timber and timberlands at cost, less depletion charged to disposals	13,669		13,627		14,299
Minerals and mineral rights, net	314		312		319
Investments in and advances to joint ventures	33		33		56
Goodwill	40		40		40
Deferred tax assets	261		240		293
Other assets	246		259		224
Restricted financial investments held by variable interest entities	615		615		615
Total assets	$	18,990	$	18,402	$	19,243
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt	$	668	$	62	$	281
Accounts payable	252		259		233
Accrued liabilities	585		702		692
Liabilities held for sale	19		—		—
Total current liabilities	1,524		1,023		1,206
Long-term debt	5,936		5,933		6,329
Long-term debt (nonrecourse to the company) held by variable interest entities	511		511		511
Deferred pension and other postretirement benefits	1,230		1,201		1,322
Deposit received from contribution of timberlands to related party	419		416		426
Other liabilities	280		273		269
Total liabilities	9,900		9,357		10,063
Total equity	9,090		9,045		9,180
Total liabilities and equity	$	18,990	$	18,402	$	19,243

Page 3 of 9

Weyerhaeuser Company
Q3.2017 Analyst Package
Preliminary results (unaudited)
Consolidated Statement of Cash Flows
in millions	Q2			Q3						Year-to-date
	June 30, 2017			September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016
Cash flows from operations:
Net earnings	$	24		$	130		$	227		$	311		$	476
Noncash charges (credits) to income:
Depreciation, depletion and amortization	129			131			139			393			428
Basis of real estate sold	10			24			19			48			49
Deferred income taxes, net	3			3			40			9			96
Net gains on disposition of assets and operations	(2		)	(6		)	(70		)	(15		)	(121		)
Pension and other postretirement benefits	15			25			—			72			5
Other noncash charges (credits)	156			12			13			181			47
Change in:
Receivables less allowances	(8		)	(35		)	(6		)	(113		)	(96		)
Receivable for taxes	(17		)	(63		)	2			(116		)	37
Inventories	21			11			32			4			49
Prepaid expenses	(4		)	4			(2		)	(9		)	(3		)
Accounts payable and accrued liabilities	192			129			25			184			61
Pension and postretirement contributions	(15		)	(22		)	(54		)	(59		)	(83		)
Distributions of earnings received from joint ventures	—			1			—			1			5
Other	(15		)	(21		)	(18		)	(44		)	(64		)
Net cash from operations	489			323			347			847			886
Cash flows from investing activities:
Capital expenditures:
Purchases of property and equipment	(74		)	(87		)	(120		)	(213		)	(260		)
Timberlands reforestation costs	(13		)	(10		)	(9		)	(46		)	(43		)
Acquisition of timberlands	—			—			(2		)	—			(10		)
Proceeds from sale of assets and operations	4			411			296			423			379
Proceeds from contribution of timberlands to related party	—			—			—			—			440
Distributions of investment received from joint ventures	23			—			7			23			34
Cash and cash equivalents acquired in the merger with Plum Creek	—			—			—			—			9
Other	22			(16		)	45			5			42
Cash from (used in) investing activities	(38		)	298			217			192			591
Cash flows from financing activities:
Cash dividends on common shares	(233		)	(233		)	(231		)	(699		)	(700		)
Cash dividends on preference shares	—			—			(11		)	—			(22		)
Proceeds from issuance of long-term debt	—			225			300			225			1,698
Payments of long-term debt	—			(831		)	—			(831		)	(723		)
Proceeds from borrowing on line of credit	—			100			—			100			—
Payments on line of credit	—			(100		)	—			(100		)	—
Repurchase of common stock	—			—			(374		)	—			(2,003		)
Other	28			14			39			87			40
Cash used in financing activities	(205		)	(825		)	(277		)	(1,218		)	(1,710		)
Net change in cash and cash equivalents	246			(204		)	287			(179		)	(233		)
Cash and cash equivalents from continuing operations at beginning of period	$	455		$	701		$	485		$	676		1,011
Cash and cash equivalents from discontinued operations at beginning of period	—			—			7			—			1
Cash and cash equivalents at beginning of period	$	455		$	701		$	492		$	676		1,012
Cash and cash equivalents from continuing operations at end of period	$	701		$	497		$	769		$	497		$	769
Cash and cash equivalents from discontinued operations at end of period	—			—			10			—			10
Cash and cash equivalents at end of period	$	701		$	497		$	779		$	497		$	779
Cash paid (received) during the period for:
Interest, net of amount capitalized	$	72		$	123		$	142		$	315		$	367
Income taxes	$	47		$	23		$	(1	)	$	129		$	(26	)

Page 4 of 9

Weyerhaeuser Company	Total Company Statistics
Q3.2017 Analyst Package
Preliminary results (unaudited)
Selected Total Company Items
in millions	Q2			Q3						Year-to-date
	June 30, 2017			September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016
Pension and postretirement costs:
Pension and postretirement costs allocated to business segments	$	7		$	8		$	8		$	23		$	23
Pension and postretirement credits not allocated:
Unallocated pension service costs	—			1			2			3			4
Non-operating pension and other postretirement benefit costs (credits)	8			16			(13		)	46			(37		)
Accelerated pension costs included in Plum Creek merger-related costs (not allocated)	—			—			—			—			5
Total pension and postretirement costs (credits) for continuing operations	15			25			(3		)	72			(5		)
Pension and postretirement service costs directly attributable to discontinued operations	—			—			3			—			10
Total company pension and postretirement costs	$	15		$	25		$	—		$	72		$	5
Cash spent for capital expenditures for continuing operations	$	(87	)	$	(97	)	$	(100	)	$	(259	)	$	(240	)

Page 5 of 9

Weyerhaeuser Company								Timberlands Segment
Q3.2017 Analyst Package
Preliminary results (unaudited)
Segment Statement of Operations
in millions		Q2.2017			Q3.2017			Q3.2016			YTD.2017			YTD.2016
Sales to unaffiliated customers		$	469		$	491		$	484		$	1,446		$	1,342
Intersegment sales		163			179			216			544			631
Total net sales		632			670			700			1,990			1,973
Cost of products sold		476			517			559			1,512			1,527
Gross margin		156			153			141			478			446
Selling expenses		1			1			1			3			4
General and administrative expenses		23			24			20			71			80
Research and development expenses		4			3			4			10			12
Charges for integration and restructuring, closures and assets impairments		147			—			—			147			—
Other operating income, net		(7		)	(6		)	(6		)	(20		)	(26		)
Operating income and Net contribution to earnings		$	(12	)	$	131		$	122		$	267		$	376
Adjusted Earnings before Interest, Tax, Depreciation, Depletion and Amortization*
in millions		Q2.2017			Q3.2017			Q3.2016			YTD.2017			YTD.2016
Operating income		$	(12	)	$	131		$	122		$	267		$	376
Depreciation, depletion and amortization		87			89			101			270			266
Special items		147			—			—			147			—
Adjusted EBITDA*		$	222		$	220		$	223		$	684		$	642
*See definition of Adjusted EBITDA (a non-GAAP measure) on page 2.
Segment Special Items Included in Net Contribution to Earnings (Pre-Tax)
		Q2.2017			Q3.2017			Q3.2016			YTD.2017			YTD.2016
Uruguay impairment		$	(147	)	$	—		$	—		$	(147	)	$	—
Selected Segment Items
		Q2.2017			Q3.2017			Q3.2016			YTD.2017			YTD.2016
Total decrease (increase) in working capital (1)		$	(5	)	$	(3	)	$	(15	)	$	(45	)	$	(40	)
Cash spent for capital expenditures		$	(25	)	$	(24	)	$	(26	)	$	(79	)	$	(77	)
(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)
		Q2.2017			Q3.2017			Q3.2016			YTD.2017			YTD.2016
Third Party  Net Sales (millions)	Delivered logs:
	West	$	227		$	221		$	217		$	673		$	664
	South	148			155			160			451			415
	North	16			25			29			68			61
	Other	11			17			11			48			25
	Total delivered logs	402			418			417			1,240			1,165
	Stumpage and pay-as-cut timber	17			23			24			52			62
	Products from international operations	21			23			21			63			58
	Recreational and other lease revenue	15			16			15			45			29
	Other revenue	14			11			7			46			28
	Total	$	469		$	491		$	484		$	1,446		$	1,342
Delivered Logs Third Party Sales Realizations (per ton)	West	$	105.84		$	116.03		$	98.18		$	108.43		$	98.99
	South	$	34.48		$	34.24		$	35.27		$	34.40		$	35.64
	North	$	63.49		$	59.02		$	59.17		$	60.24		$	61.06
Delivered Logs Third Party Sales Volumes (tons, thousands)	West	2,143			1,910			2,209			6,210			6,705
	South	4,285			4,527			4,538			13,105			11,659
	North	253			428			503			1,135			1,005
	Other	292			424			263			1,226			601
Fee Harvest Volumes (tons, thousands)	West	2,652			2,230			2,744			7,539			8,525
	South	6,473			6,953			6,992			19,799			19,083
	North	383			565			678			1,570			1,392
	Other	444			569			191			1,384			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) 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
Q3.2017 Analyst Package
Preliminary results (unaudited)
Segment Statement of Operations
in millions		Q2.2017			Q3.2017			Q3.2016		YTD.2017			YTD.2016
Sales to unaffiliated customers		$	46		$	82		$	48	$	181		$	125
Intersegment sales		—			—			—		—			—
Total net sales		46			82			48		181			125
Cost of products sold		16			31			26		67			65
Gross margin		30			51			22		114			60
Selling expenses		—			—			—		—			—
General and administrative expenses		7			6			7		20			19
Charges for integration, restructuring, closures and asset impairments		—			—			—		—			1
Other operating costs (income), net		—			(1		)	1		(1		)	(1		)
Operating income		23			46			14		95			41
Equity earnings (loss) from joint ventures(1)		—			1			1		1			1
Net contribution to earnings		$	23		$	47		$	15	$	96		$	42
(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		Q2.2017			Q3.2017			Q3.2016		YTD.2017			YTD.2016
Operating income		$	23		$	46		$	14	$	95		$	41
Depreciation, depletion and amortization		4			4			4		11			9
Basis of real estate sold		10			24			19		48			49
Adjusted EBITDA*		$	37		$	74		$	37	$	154		$	99
*See definition of Adjusted EBITDA (a non-GAAP measure) on page 2.
Selected Segment Items
		Q2.2017			Q3.2017			Q3.2016		YTD.2017			YTD.2016
Cash spent for capital expenditures		$	(1	)	$	(1	)	$	—	$	(2	)	$	(1	)
Segment Statistics
		Q2.2017			Q3.2017			Q3.2016		YTD.2017			YTD.2016
Net Sales (millions)	Real Estate	$	27		$	64		$	31	$	128		$	87
	Energy and natural resources	19			18			17		53			38
	Total	$	46		$	82		$	48	$	181		$	125
Acres sold	Real Estate	10,003			35,749			12,853		59,009			38,098
Price per acre	Real Estate	$	2,714		$	1,784		$	2,354	$	2,081		$	2,271

Page 7 of 9

Weyerhaeuser Company		Wood Products Segment
Q3.2017 Analyst Package
Preliminary results (unaudited)
Segment Statement of Operations
in millions		Q2.2017			Q3.2017			Q3.2016			YTD.2017			YTD.2016
Sales to unaffiliated customers		$	1,293		$	1,299		$	1,177		$	3,746		$	3,302
Intersegment sales		—			—			17			—			61
Total net sales		1,293			1,299			1,194			3,746			3,363
Cost of products sold		1,002			1,005			980			2,933			2,799
Gross margin		291			294			214			813			564
Selling expenses		19			20			21			60			63
General and administrative expenses		32			30			24			94			81
Research and development expenses		—			1			1			2			2
Charges for integration and restructuring, closures and asset impairments		2			8			1			11			6
Charges for product remediation		50			190			—			240			—
Other operating costs (income), net		11			5			(3		)	17			(1		)
Operating income and Net contribution to earnings		$	177		$	40		$	170		$	389		$	413
Adjusted Earnings before Interest, Tax, Depreciation, Depletion and Amortization*
in millions		Q2.2017			Q3.2017			Q3.2016			YTD.2017			YTD.2016
Operating income		$	177		$	40		$	170		$	389		$	413
Depreciation, depletion and amortization		36			37			33			108			96
Special items		61			201			—			262			—
Adjusted EBITDA*		$	274		$	278		$	203		$	759		$	509
*See definition of Adjusted EBITDA (a non-GAAP measure) on page 2.
Segment Special Items Included in Net Contribution to Earnings (Pre-Tax)
		Q2.2017			Q3.2017			Q3.2016			YTD.2017			YTD.2016
Countervailing and antidumping duties		$	(11	)	$	(5	)	$	—		$	(16	)	$	—
Impairment on non-strategic asset		—			(6		)	—			(6		)	—
Product remediation		(50		)	(190		)	—			(240		)
Total		$	(61	)	$	(201	)	$	—		$	(262	)	$	—
Selected Segment Items
		Q2.2017			Q3.2017			Q3.2016			YTD.2017			YTD.2016
Total decrease (increase) in working capital (1)		$	113		$	150		$	49		$	141		$	(48	)
Cash spent for capital expenditures		$	(61	)	$	(71	)	$	(71	)	$	(176	)	$	(152	)
(1) Working capital does not include cash balances.
Segment Statistics
in millions, except for third-party sales realizations		Q2.2017			Q3.2017			Q3.2016			YTD.2017			YTD.2016
Structural Lumber (board feet)	Third party net sales	$	538		$	525		$	495		$	1,541		$	1,412
	Third party sales realizations	$	441		$	448		$	401		$	434		$	389
	Third party sales volumes (2)	1,218			1,172			1,233			3,548			3,634
	Production volumes	1,146			1,093			1,130			3,391			3,464
Engineered Solid Section (cubic feet)	Third party net sales	$	130		$	131		$	119		$	378		$	343
	Third party sales realizations	$	1,979		$	2,047		$	1,916		$	1,970		$	1,935
	Third party sales volumes (2)	6.6			6.4			6.2			19.2			17.7
	Production volumes	6.6			6.4			5.7			19.3			17.2
Engineered I-joists (lineal feet)	Third party net sales	$	85		$	93		$	79		$	251		$	218
	Third party sales realizations	$	1,522		$	1,529		$	1,475		$	1,512		$	1,483
	Third party sales volumes (2)	57			60			53			166			147
	Production volumes	53			58			49			161			141
Oriented Strand Board (square feet 3/8")	Third party net sales	$	225		$	243		$	199		$	671		$	544
	Third party sales realizations	$	295		$	328		$	256		$	295		$	237
	Third party sales volumes (2)	764			741			776			2,274			2,296
	Production volumes	754			744			777			2,256			2,259
Softwood Plywood (square feet 3/8")	Third party net sales	$	47		$	45		$	48		$	136		$	133
	Third party sales realizations	$	380		$	386		$	378		$	381		$	369
	Third party sales volumes (2)	123			117			127			358			368
	Production volumes	99			88			105			284			304
Medium Density Fiberboard (square feet 3/4")	Third party net sales	$	51		$	48		$	49		$	146		$	113
	Third party sales realizations	$	845		$	821		$	761		$	820		$	765
	Third party sales volumes (2)	60			58			64			177			147
	Production volumes	63			63			68			182			155
(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
Q3.2017 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	Q2.2017			Q3.2017			Q3.2016			YTD.2017			YTD.2016
Unallocated corporate function expenses	$	(17	)	$	(19	)	$	(21	)	$	(55	)	$	(62	)
Unallocated share-based compensation	—			(1		)	(4		)	(7		)	(5		)
Unallocated pension service costs	—			(1		)	(2		)	(3		)	(4		)
Foreign exchange gains (losses)	—			3			(1		)	—			13
Elimination of intersegment profit in inventory and LIFO	(3		)	3			2			(6		)	(6		)
Gain on sale of non-strategic asset	1			4			1			8			45
Charges for integration and restructuring, closures and asset impairments:
Plum Creek merger- and integration-related costs	(2		)	(6		)	(14		)	(20		)	(132		)
Other restructuring, closures and asset impairments	—			—			(1		)	—			(2		)
Other	(10		)	5			(5		)	(13		)	(29		)
Operating income (loss)	(31		)	(12		)	(45		)	(96		)	(182		)
Equity earnings from joint venture (1)	—			—			8			—			20
Non-operating pension and other postretirement benefit (costs) credits (2)	(8		)	(16		)	13			(46		)	37
Interest income and other	9			11			15			29			34
Net contribution to earnings	$	(30	)	$	(17	)	$	(9	)	$	(113	)	$	(91	)
(1) 2016 results include equity earnings from our Timberland Venture, which was consolidated as a wholly-owned subsidiary effective August 31, 2016.
(2) During Q1 2017 we 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	Q2.2017			Q3.2017			Q3.2016			YTD.2017			YTD.2016
Operating income (loss)	$	(31	)	$	(12	)	$	(45	)	$	(96	)	$	(182	)
Depreciation, depletion and amortization	2			2			—			5			4
Unallocated pension service costs	—			1			2			3			4
Special items	2			6			14			20			107
Adjusted EBITDA*	$	(27	)	$	(3	)	$	(29	)	$	(68	)	$	(67	)
*See definition of Adjusted EBITDA (a non-GAAP measure) on page 2.
Unallocated Special Items Included in Net Contribution to Earnings (Pre-Tax)
	Q2.2017			Q3.2017			Q3.2016			YTD.2017			YTD.2016
Plum Creek merger- and integration-related costs	(2		)	(6		)	(14		)	(20		)	(132		)
Gain on sale of non-strategic asset	—			—			—			—			36
Legal expense	—			—			—			—			(11		)
Total	$	(2	)	$	(6	)	$	(14	)	$	(20	)	$	(107	)
Unallocated Selected Items
	Q2.2017			Q3.2017			Q3.2016			YTD.2017			YTD.2016
Cash spent for capital expenditures	$	—		$	(1	)	$	(3	)	$	(2	)	$	(10	)

Page 9 of 9