LONG-TERM DEBT

This note provides details about:


•	term loans issued and extinguished,


•	long-term debt assumed in the Plum Creek merger, and


•	long-term debt and long-term debt maturities.

Our long-term debt includes notes, debentures and other borrowings.

TERM LOANS ISSUED AND EXTINGUISHED

During July 2017, we prepaid a $550 million variable-rate term loan originally set to mature in 2020 (2020 term loan). The 2020 term loan was prepaid using available cash of $325 million as well as borrowing proceeds from a new $225 million variable-rate term loan set to mature in 2026 (2026 term loan). The 2020 term loan was eligible to received patronage refunds while outstanding. Similarly, we receive patronage refunds on the 2026 term loans, which will continue while the loan remains outstanding. Refer to the "Installment Note" section below for further details regarding patronage refunds.

During August 2017, we paid our $281 million 6.95 percent debenture due in 2017.

During February 2016, and subsequent to completion of the Plum Creek merger, we entered into a $600 million 18-month senior unsecured term loan set to mature in August 2017. The $600 million outstanding under this facility was repaid in full and terminated during fourth quarter 2016.

During March 2016, we entered into a $1.9 billion 18-month senior unsecured term loan set to mature in September 2017. The $1.1 billion outstanding under this facility was repaid in full and terminated during fourth quarter 2016.

LONG-TERM DEBT ASSUMED IN THE PLUM CREEK MERGER

Through our merger with Plum Creek, we assumed long-term debt instruments consisting of:


•	two issuances of publicly traded Senior Notes,


•	an Installment Note (defined and described below) and


•	the Note Payable to Timberland Venture (defined and described below).

Concurrent with the merger, we repaid in full the outstanding balances of Plum Creek's Revolving Line of Credit and Term Loan using $720 million of cash on hand.

Senior Notes

The assumed Senior Notes are publicly traded and were issued by Plum Creek Timberlands, L.P. (PC Timberlands) and were fully and unconditionally guaranteed by Weyerhaeuser Company as of the acquisition date. During third quarter 2016, PC Timberlands was merged into Weyerhaeuser Company and Weyerhaeuser Company assumed the obligations. There were two separate Senior Notes: $569 million (principal) of 4.70 percent notes which mature in 2021 and $325 million (principal) of 3.25 percent notes which mature in 2023. The Senior Notes are redeemable prior to maturity; however, they are subject to a premium on redemption, which is based upon interest rates of U.S. Treasury securities having similar average maturities.

Through acquisition accounting the Senior Notes were recognized at estimated fair values of $614 million for the 4.70 percent notes and $324 million for the 3.25 percent notes as of the acquisition date. The differences between cash interest payments and the amounts recorded as interest expense at the effective market rates will adjust the carrying values of the notes to the principal amounts at maturity.

Installment Note

We assumed an installment note (Installment Note) payable to WestRock Land and Development, LLC (WR LD) that was issued in connection with Plum Creek's acquisition of certain timberland assets. The principal balance of the Installment Note is $860 million. Following the issuance, WR LD pledged the installment note to certain banks. The annual interest rate on the Installment Note is fixed at 5.207 percent. Interest is paid semi-annually with the principal due upon maturity in December 2023. The term may be extended at the request of the holder if the company at the time of the request intends to refinance all or a portion of the Installment Note for a term of five years or more. The Installment Note is generally not redeemable prior to maturity except in certain limited circumstances and could be subject to a premium on redemption.

We receive patronage refunds under the Installment Note. Patronage refunds are distributions of profits from banks in the farm credit system, which are cooperatives that are required to distribute profits to their members. Patronage distributions, which are made in either cash or stock, are received in the year after they were earned and are recorded as offsets to interest expense.

Through acquisition accounting, the Installment Note was recognized at an estimated fair value of $893 million as of the acquisition date. The difference between the cash interest payments and the amount being recorded as interest expense at the effective market rate will reduce the carrying value of the Installment Note to the principal amount at the maturity date.

Note Payable to Timberland Venture

We assumed the Note Payable to Timberland Venture, which had a principal balance of $783 million. The annual interest rate on the Note Payable to Timberland Venture is fixed at 7.375 percent. Interest is paid quarterly with the principal due upon maturity. The note matures on October 1, 2018, but may be extended until October 1, 2020, at our election. The note is not redeemable prior to maturity.

Through acquisition accounting, the Note Payable to Timberland Venture was recognized at an estimated fair value of $838 million as of the acquisition date. The difference between the cash interest payments and the amount being recorded as interest expense at the effective market rate will reduce the carrying value of the note to the principal amount at the maturity date.

On August 31, 2016, the Timberland Venture redeemed TCG Member's interest and Weyerhaeuser obtained full ownership of the Timberland Venture's equity. As a result, we consolidated the Timberland Venture as a wholly-owned subsidiary and the Note Payable to Timberland Venture is therefore eliminated for financial reporting purposes upon consolidation as it is now intercompany indebtedness. The redemption transaction and consolidation are described in Note 8: Related Parties.

LONG-TERM DEBT AND LONG-TERM DEBT MATURITIES

The following table lists our long-term debt by types and interest rates at the end of our last two years and includes the current portion.

Long-Term Debt by Types and Interest Rates (Includes Current Portion)



DOLLAR AMOUNTS IN MILLIONS
	DECEMBER 31, 2017			DECEMBER 31, 2016
6.95% debentures due 2017	$	—		$	281
7.00% debentures due 2018	62			62
7.375% notes due 2019	500			500
Variable rate term loan credit facility matures 2020	—			550
9.00% debentures due 2021	150			150
4.70% debentures due 2021	597			606
7.125% debentures due 2023	191			191
5.207% debentures due 2023	885			889
4.625% notes due 2023	500			500
3.25% debentures due 2023	324			324
8.50% debentures due 2025	300			300
7.95% debentures due 2025	136			136
7.70% debentures due 2026	150			150
7.35% debentures due 2026	62			62
7.85% debentures due 2026	100			100
Variable rate term loan credit facility matures 2026	225			—
6.95% debentures due 2027	300			300
7.375% debentures due 2032	1,250			1,250
6.875% debentures due 2033	275			275
Other	1			2
	6,008			6,628
Less unamortized discounts	(5		)	(5		)
Less unamortized debt expense	(11		)	(13		)
Total	$	5,992		$	6,610
Portion due within one year	$	62		$	281

Amounts of Long-Term Debt Due Annually for the Next Five Years and the Total Amount Due After 2022



DOLLAR AMOUNTS IN MILLIONS ⁽¹⁾
2018	$	62
2019	500
2020	—
2021	719
2022	—
Thereafter	4,675
(1) Excludes $36 million of unamortized discounts, capitalized debt expense and fair value adjustments (related to Plum Creek merger).