10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 __________________________________________________

FORM 10-Q

 __________________________________________________

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30,2018

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROMTO

COMMISSION FILE NUMBER: 1-4825

 __________________________________________________ 

WEYERHAEUSER COMPANY

 __________________________________________________ 

Washington	91-0470860
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
220 Occidental Avenue South Seattle, Washington	98104-7800
(Address of principal executive offices)	(Zip Code)

(206) 539-3000

(Registrant’s telephone number, including area code)

 __________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    o  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    x  Yes    o  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer o Non-accelerated filer o

   Smaller reporting company o Emerging growth company o

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o  Yes    x  No

As of October 22, 2018, 749,200,027 shares of the registrant’s common stock ($1.25 par value) were outstanding.

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS:
	CONSOLIDATED STATEMENT OF OPERATIONS	1
	CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME	2
	CONSOLIDATED BALANCE SHEET	3
	CONSOLIDATED STATEMENT OF CASH FLOWS	4
	INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	5
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	6
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)	19
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	34
ITEM 4.	CONTROLS AND PROCEDURES	34
PART II	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	34
ITEM 1A.	RISK FACTORS	34
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	35
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	35
ITEM 4.	MINE SAFETY DISCLOSURES	35
ITEM 5.	OTHER INFORMATION	35
ITEM 6.	EXHIBITS	36
	SIGNATURE	37

FINANCIAL INFORMATION

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES	SEPTEMBER 2018			SEPTEMBER 2017			SEPTEMBER 2018			SEPTEMBER 2017
Net sales (Note 3)	$	1,910		$	1,872		$	5,840		$	5,373
Costs of products sold	1,452			1,374			4,247			3,982
Gross margin	458			498			1,593			1,391
Selling expenses	20			22			66			66
General and administrative expenses	78			75			236			238
Research and development expenses	2			4			6			12
Charges for integration and restructuring, closures and asset impairments (Note 15)	—			14			2			178
Charges (recoveries) for product remediation, net (Note 16)	—			190			—			240
Other operating costs (income), net (Note 17)	21			(12		)	66			2
Operating income	337			205			1,217			655
Non-operating pension and other postretirement benefit costs	(17		)	(16		)	(54		)	(46		)
Interest income and other	13			12			36			30
Interest expense, net of capitalized interest	(93		)	(98		)	(278		)	(297		)
Earnings before income taxes	240			103			921			342
Income taxes (Note 18)	15			27			(80		)	(31		)
Net earnings	$	255		$	130		$	841		$	311
Earnings per share, basic and diluted (Note 5)	$	0.34		$	0.17		$	1.11		$	0.41
Dividends paid per share	$	0.34		$	0.31		$	0.98		$	0.93
Weighted average shares outstanding (in thousands) (Note 5):
Basic	754,986			753,535			756,531			752,301
Diluted	757,389			756,903			759,116			756,058

See accompanying Notes to Consolidated Financial Statements.

1

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(UNAUDITED)

	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2018			SEPTEMBER 2017			SEPTEMBER 2018			SEPTEMBER 2017
Net earnings	$	255		$	130		$	841		$	311
Other comprehensive income (loss):
Foreign currency translation adjustments	15			24			(16		)	35
Changes in unamortized actuarial loss, net of tax of $12, $12, $94, and $62	38			18			291			90
Changes in unamortized net prior service credit, net of tax of $0, $0, $1, and $1	(2		)	(1		)	(3		)	(5		)
Unrealized gains on available-for-sale securities	—			1			—			2
Total other comprehensive income	51			42			272			122
Total comprehensive income	$	306		$	172		$	1,113		$	433

See accompanying Notes to Consolidated Financial Statements.

2

WEYERHAEUSER COMPANY

CONSOLIDATED BALANCE SHEET

(UNAUDITED)

DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER SHARE DATA	SEPTEMBER 30, 2018			DECEMBER 31, 2017
ASSETS
Current assets:
Cash and cash equivalents	$	348		$	824
Receivables, less discounts and allowances of $1 and $1	444			396
Receivables for taxes	140			14
Inventories (Note 6)	389			383
Prepaid expenses and other current assets	140			98
Current restricted financial investments held by variable interest entities (Note 7)	253			—
Total current assets	1,714			1,715
Property and equipment, less accumulated depreciation of $3,411 and $3,338	1,672			1,618
Construction in progress	255			225
Timber and timberlands at cost, less depletion	12,727			12,954
Minerals and mineral rights, less depletion	297			308
Goodwill	40			40
Deferred tax assets	71			268
Other assets	289			316
Restricted financial investments held by variable interest entities (Note 7)	362			615
Total assets	$	17,427		$	18,059
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt (Note 10)	$	—		$	62
Current debt (nonrecourse to the company) held by variable interest entities (Note 7)	511			209
Accounts payable	271			249
Accrued liabilities (Note 9)	491			645
Total current liabilities	1,273			1,165
Long-term debt (Note 10)	5,921			5,930
Long-term debt (nonrecourse to the company) held by variable interest entities (Note 7)	—			302
Deferred pension and other postretirement benefits (Note 8)	885			1,487
Other liabilities	291			276
Total liabilities	8,370			9,160
Commitments and contingencies (Note 12)
Equity:
Common shares: $1.25 par value; authorized 1,360,000,000 shares; issued and outstanding: 749,198,651 shares at September 30, 2018 and 755,222,727 shares at December 31, 2017	936			944
Other capital	8,234			8,439
Retained earnings	1,439			1,078
Accumulated other comprehensive loss (Note 13)	(1,552		)	(1,562		)
Total equity	9,057			8,899
Total liabilities and equity	$	17,427		$	18,059

See accompanying Notes to Consolidated Financial Statements.

3

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) 

	YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2018			SEPTEMBER 2017
Cash flows from operations:
Net earnings	$	841		$	311
Noncash charges to earnings:
Depreciation, depletion and amortization	361			394
Basis of real estate sold	80			48
Deferred income taxes, net	111			9
Pension and other postretirement benefits (Note 8)	82			72
Share-based compensation expense	31			29
Charges for impairment of assets (Note 15)	1			153
Change in:
Receivables, less allowances	(55		)	(113		)
Receivables and payables for taxes	(109		)	(116		)
Inventories	(9		)	4
Prepaid expenses	(7		)	(9		)
Accounts payable and accrued liabilities	(133		)	184
Pension and postretirement benefit contributions and payments	(355		)	(59		)
Other	(19		)	(60		)
Net cash from operations	820			847
Cash flows from investing activities:
Capital expenditures for property and equipment	(238		)	(213		)
Capital expenditures for timberlands reforestation	(45		)	(46		)
Proceeds from sale of assets and operations	2			423
Other	17			28
Net cash from (used in) investing activities	(264		)	192
Cash flows from financing activities:
Cash dividends on common shares	(741		)	(699		)
Proceeds from issuance of long-term debt (Note 10)	—			225
Payments of long-term debt (Note 10)	(62		)	(831		)
Proceeds from borrowings on line of credit (Note 10)	—			100
Payments on line of credit (Note 10)	—			(100		)
Repurchases of common shares (Note 5)	(273		)	—
Proceeds from exercise of stock options	52			89
Other	(8		)	(2		)
Net cash used in financing activities	(1,032		)	(1,218		)
Net change in cash and cash equivalents	(476		)	(179		)
Cash and cash equivalents at beginning of period	824			676
Cash and cash equivalents at end of period	$	348		$	497
Cash paid during the period for:
Interest, net of amount capitalized of $8 and $6	$	285		$	315
Income taxes	$	80		$	129

See accompanying Notes to Consolidated Financial Statements.

4

INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1:	BASIS OF PRESENTATION	6
NOTE 2:	BUSINESS SEGMENTS	6
NOTE 3:	REVENUE RECOGNITION	7
NOTE 4:	OPERATIONS DIVESTED	10
NOTE 5:	NET EARNINGS PER SHARE AND SHARE REPURCHASES	10
NOTE 6:	INVENTORIES	11
NOTE 7:	SPECIAL-PURPOSE ENTITIES	11
NOTE 8:	PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS	12
NOTE 9:	ACCRUED LIABILITIES	13
NOTE 10:	LONG-TERM DEBT AND LINES OF CREDIT	13
NOTE 11:	FAIR VALUE OF FINANCIAL INSTRUMENTS	13
NOTE 12:	LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES	14
NOTE 13:	ACCUMULATED OTHER COMPREHENSIVE LOSS	15
NOTE 14:	SHARE-BASED COMPENSATION	16
NOTE 15:	CHARGES FOR INTEGRATION AND RESTRUCTURING, CLOSURES AND ASSET IMPAIRMENTS	17
NOTE 16:	CHARGES (RECOVERIES) FOR PRODUCT REMEDIATION, NET	17
NOTE 17:	OTHER OPERATING COSTS (INCOME), NET	17
NOTE 18:	INCOME TAXES	17

5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE QUARTERS AND YEARS-TO-DATE ENDED SEPTEMBER 30,2018 AND 2017

NOTE 1: BASIS OF PRESENTATION

We are a corporation that has elected to be taxed as a real estate investment trust (REIT). We expect to derive most of our REIT income from investments in timberlands, including the sale of standing timber. As a REIT, we generally are not subject to federal corporate level income taxes on REIT taxable income that is distributed to shareholders. We are required to pay corporate income taxes on earnings of our taxable REIT subsidiaries (TRSs), which includes our Wood Products segment and portions of our Timberlands and Real Estate, Energy and Natural Resources (Real Estate & ENR) segments.

Our consolidated financial statements provide an overall view of our results of operations and financial condition. They include our accounts and the accounts of entities we control, including:

• majority-owned domestic and foreign subsidiaries and

• variable interest entities in which we are the primary beneficiary.

They do not include our intercompany transactions and accounts, which are eliminated.

We account for investments in and advances to unconsolidated equity affiliates using the equity method, with taxes provided on undistributed earnings. This means that we record earnings and accrue taxes in the period earnings are recognized by our unconsolidated equity affiliates.

Throughout these Notes to Consolidated Financial Statements, unless specified otherwise, references to “Weyerhaeuser,” “we,” “the company” and “our” refer to the consolidated company.

The accompanying unaudited Consolidated Financial Statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods presented. Except as otherwise disclosed in these Notes to Consolidated Financial Statements, such adjustments are of a normal, recurring nature. The Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial statements. Certain information and footnote disclosures normally included in our annual Consolidated Financial Statements have been condensed or omitted. These quarterly Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2017. Results of operations for interim periods should not necessarily be regarded as indicative of the results that may be expected for the full year.

NEW ACCOUNTING PRONOUNCEMENTS

Leases

In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-02, which requires lessees to recognize assets and liabilities for the rights and obligations created by those leases and requires leases to be recognized on the balance sheet. The new guidance is effective for fiscal years beginning after December 15, 2018, and early adoption is permitted. We plan to adopt on January 1, 2019. We have evaluated the relevant guidance and will continue to monitor subsequent revisions either made or being contemplated by the FASB, including application of the available practical expedients. We estimate the adoption will result in the recognition of additional rights of use assets and lease liabilities for operating leases of less than 2 percent of our total assets on our Consolidated Balance Sheet. These leases are primarily related to vehicles, equipment, office and wholesale space leases previously disclosed in Note 14, “Legal Proceedings, Commitments and Contingencies,” in our Annual Report on Form 10-K for the year ended December 31, 2017.

Reclassification of Certain Amounts from Accumulated Other Comprehensive Loss

In February 2018, the FASB issued ASU 2018-02, which allows for the reclassification of certain income tax effects related to the Tax Cuts and Jobs Act (the "Tax Act") between “Accumulated other comprehensive loss” and “Retained earnings.” This ASU provides that adjustments to deferred tax liabilities and assets related to a change in tax laws be included in “Income from continuing operations”, even in situations where the related items were originally recognized in “Other comprehensive income.” The amendments in this ASU are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. Adoption of this ASU is to be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the tax laws was recognized. We adopted this ASU during first quarter 2018 using the period of adoption method, which resulted in a reclassification of $253 million from "Accumulated other comprehensive loss" to "Retained earnings" on our Consolidated Balance Sheetdue to changes in federal statutory and effective state rates. In general, tax effects unrelated to the Tax Act are released from accumulated other comprehensive loss using the portfolio approach.

In January 2016, the FASB issued ASU 2016-01, which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. We adopted ASU 2016-01 in first quarter 2018, which resulted in a reclassification of accumulated unrealized gains on available-for-sale securities of $9 million from "Accumulated other comprehensive loss" to "Retained earnings" on our Consolidated Balance Sheet.

NOTE 2: BUSINESS SEGMENTS

Reportable business segments are determined based on the company’s "management approach," as defined by ASC Topic 280, “Segment Reporting.” The management approach is based on the way the chief operating decision maker organizes the segments within a company for making decisions about resources to be allocated and assessing their performance.

6

We are principally engaged in growing and harvesting timber; manufacturing, distributing, and selling products made from trees; maximizing the value of every acre we own through the sale of higher and better use (HBU) properties; and monetizing reserves of minerals, oil, gas, coal, and other natural resources on our timberlands. The following is a brief description of each of our reportable business segments and activities:

• Timberlands – which includes logs, timber and leased recreational access;

• Real Estate & ENR – which includes sales of timberlands; rights to explore for and extract hard minerals, oil and gas production and coal; and equity interests in our Real Estate Development Ventures; and

• Wood Products – which includes softwood lumber, engineered wood products, structural panels, medium density fiberboard and building materials distribution.

A reconciliation of our business segment information to the respective information in the Consolidated Statement of Operations is as follows:

	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2018			SEPTEMBER 2017			SEPTEMBER 2018			SEPTEMBER 2017
Sales to unaffiliated customers:
Timberlands	$	468		$	491		$	1,455		$	1,446
Real Estate & ENR	96			82			205			181
Wood Products	1,346			1,299			4,180			3,746
	1,910			1,872			5,840			5,373
Intersegment sales:
Timberlands	185			179			598			544
Total sales	2,095			2,051			6,438			5,917
Intersegment eliminations	(185		)	(179		)	(598		)	(544		)
Total	$	1,910		$	1,872		$	5,840		$	5,373
Net contribution to earnings:
Timberlands(1)	$	126		$	131		$	476		$	267
Real Estate & ENR	36			47			83			96
Wood Products(2)	213			40			812			389
	375			218			1,371			752
Unallocated items(3)	(42		)	(17		)	(172		)	(113		)
Net contribution to earnings	333			201			1,199			639
Interest expense, net of capitalized interest	(93		)	(98		)	(278		)	(297		)
Earnings before income taxes	240			103			921			342
Income taxes	15			27			(80		)	(31		)
Net earnings	$	255		$	130		$	841		$	311

(1) Net contribution to earnings for the Timberlands segment includes a noncash pretax impairment charge of $147 million, recorded during second quarter 2017. This impairment was a result of our agreement to sell our Uruguayan operations, as announced during June 2017. Refer to Note 15: Charges for Integration and Restructuring, Closures and Asset Impairments.

(2) Net contribution to earnings for the Wood Products segment includes a $25 million recovery and a $25 million charge recorded in the year-to-date period ended September 30, 2018, and $190 million and $240 million charges recorded in the quarter and year-to-date period ended September 30, 2017, respectively. We did not receive any insurance recoveries or record additional charges in third quarter 2018. These changes were recorded to accrue for estimated costs to remediate an issue with certain I-joists coated with our former Flak Jacket® Protection product. Refer to Note 16: Charges (Recoveries) for Product Remediation, Net for additional details.

(3) 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 expenses, pension and postretirement costs, foreign exchange transaction gains and losses and the elimination of intersegment profit in inventory and LIFO.

NOTE 3: REVENUE RECOGNITION

A majority of our revenue is derived from sales of delivered logs and manufactured wood products. We account for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, which we adopted on January 1, 2018, using the cumulative effect method. The adoption of the new revenue recognition guidance did not materially impact our Consolidated Statement of Operations, Consolidated Balance Sheet, or Consolidated Statement of Cash Flows.

7

PERFORMANCE OBLIGATIONS

A performance obligation, as defined in ASC Topic 606, is a promise in a contract to transfer a distinct good or service to a customer. A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue at the point in time, or over the period, in which the performance obligation is satisfied.

Performance obligations associated with delivered log sales are typically satisfied when the logs are delivered to our customers’ mills or delivered to an ocean vessel in the case of export sales. Performance obligations associated with the sale of wood products are typically satisfied when the products are shipped. The company has elected, as an accounting policy, to treat shipping and handling that is performed after a customer obtains control of the product as an activity required to fulfill the promise to transfer the good; therefore we will not evaluate this requirement as a separate performance obligation.

Customers are generally invoiced shortly after logs are delivered or after wood products are shipped, with payment generally due within a month or less of the invoice date. ASC Topic 606 requires entities to consider significant financing components of contracts with customers, though allows for the use of a practical expedient when the period between satisfaction of a performance obligation and payment receipt is one year or less. Given the nature of our revenue transactions, we have elected to utilize this practical expedient.

Performance obligations associated with real estate sales are generally met when placed into escrow and all conditions of closing have been satisfied.

CONTRACT ESTIMATES

Substantially all of the company’s performance obligations are satisfied as of a point in time. Therefore, there is little judgment in determining when control transfers for our business segments as described above.

The transaction price for log sales generally equals the amount billed to our customer for logs delivered during the accounting period. For the limited number of log sales subject to a long-term supply agreement, the transaction price is variable but is known at the time of billing. For wood products sales, the transaction price is generally the amount billed to the customer for the products shipped but may be reduced slightly for estimated cash discounts and rebates.

There are no significant contract estimates related to the real estate business.

CONTRACT BALANCES

In general, customers are billed and a receivable is recorded as we ship and/or deliver wood products and logs. We generally receive payment shortly after products have been received by our customers. Contract asset and liability balances are immaterial.

For real estate sales, the company receives the entire consideration in cash at closing.

8

MAJOR PRODUCTS

A reconciliation of revenue recognized by our major products:

	QUARTER ENDED				YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2018		SEPTEMBER 2017		SEPTEMBER 2018		SEPTEMBER 2017
Net sales:
Timberlands Segment
Delivered logs(1):
West
Domestic sales	$	125	$	102	$	398	$	347
Export sales	113		119		368		326
Subtotal West	238		221		766		673
South	157		155		472		451
North	25		25		70		68
Other	9		17		30		48
Subtotal delivered logs sales	429		418		1,338		1,240
Stumpage and pay-as-cut timber	13		23		39		52
Recreational and other lease revenue	15		16		44		45
Other(2)	11		34		34		109
Net sales attributable to Timberlands segment	468		491		1,455		1,446
Real Estate & ENR Segment
Real estate	76		64		148		128
Energy and natural resources	20		18		57		53
Net sales attributable to Real Estate & ENR segment	96		82		205		181
Wood Products Segment
Structural lumber	581		525		1,831		1,541
Engineered solid section	132		131		400		378
Engineered I-joists	91		93		261		251
Oriented strand board	215		243		724		671
Softwood plywood	53		45		158		136
Medium density fiberboard	48		48		138		146
Complementary building products	152		146		449		417
Other	74		68		219		206
Net sales attributable to Wood Products segment	1,346		1,299		4,180		3,746
Total net sales	$	1,910	$	1,872	$	5,840	$	5,373

(1) The West region includes Washington and Oregon. The South region includes Virginia, North Carolina, South Carolina, Florida, Georgia, Alabama, Mississippi, Louisiana, Arkansas, Texas and Oklahoma. The North region includes West Virginia, Maine, New Hampshire, Vermont, Michigan, Wisconsin and Montana. Other includes our Canadian operations and former Twin Creeks Venture (terminated in December 2017).

(2) Other Timberlands sales include sales of seeds and seedlings, chips, as well as sales from our former Uruguayan operations (sold during third quarter 2017). Our former Uruguayan operations included logs, plywood and hardwood lumber harvested or produced. Refer to Note 4: Operations Divested for further information.

9

NOTE 4: OPERATIONS DIVESTED

On October 12, 2016, we announced the exploration of strategic alternatives for our Uruguay timberlands and manufacturing operations, which was part of our Timberlands business segment. On June 2, 2017, the Weyerhaeuser Board of Directors approved an equity purchase agreement with a consortium led by BTG Pactual's Timberland Investment Group (TIG), including other long-term investors, pursuant to which the Company agreed to sell, in exchange for $403 million in cash, all of its equity interest in the subsidiaries that collectively owned and operated its Uruguayan timberlands and manufacturing operations.

On September 1, 2017, we completed the sale of our Uruguay timberlands and manufacturing operations for $403 million of cash proceeds. Due to the impairment of our Uruguayan operations recorded during second quarter 2017 (refer to Note 15: Charges for Integration and Restructuring, Closures and Asset Impairments), no material gain or loss was recorded as a result of this sale.

The sale of our Uruguayan operations was not considered a strategic shift that had or will have a major effect on our operations or financial results, and therefore did not meet the requirements for presentation as discontinued operations.

NOTE 5: NET EARNINGS PER SHARE AND SHARE REPURCHASES

Our basic and diluted earnings per share were:

• $0.34 during third quarter 2018 and $1.11 during year-to-date 2018;

• $0.17 during third quarter 2017 and $0.41 during year-to-date 2017.

Basic earnings per share is net earnings divided by the weighted average number of our outstanding common shares, including stock equivalent units where there is no circumstance under which those shares would not be issued. Diluted earnings per share is net earnings divided by the sum of the weighted average number of our outstanding common shares and the effect of our outstanding dilutive potential common shares.

	QUARTER ENDED		YEAR-TO-DATE ENDED
SHARES IN THOUSANDS	SEPTEMBER 2018	SEPTEMBER 2017	SEPTEMBER 2018	SEPTEMBER 2017
Weighted average common shares outstanding – basic	754,986	753,535	756,531	752,301
Dilutive potential common shares:
Stock options	1,370	2,437	1,560	2,754
Restricted stock units	629	551	570	529
Performance share units	404	380	455	474
Total effect of outstanding dilutive potential common shares	2,403	3,368	2,585	3,757
Weighted average common shares outstanding – dilutive	757,389	756,903	759,116	756,058

We use the treasury stock method to calculate the dilutive effect of our outstanding stock options, restricted stock units and performance share units. Share-based payment awards that are contingently issuable upon the achievement of specified performance or market conditions are included in our diluted earnings per share calculation in the period in which the conditions are satisfied.

Potential Shares Not Included in the Computation of Diluted Earnings per Share

The following shares were not included in the computation of diluted earnings per share because they were either antidilutive or the required performance or market conditions were not met. Some or all of these shares may be dilutive potential common shares in future periods.

	QUARTER ENDED		YEAR-TO-DATE ENDED
SHARES IN THOUSANDS	SEPTEMBER 2018	SEPTEMBER 2017	SEPTEMBER 2018	SEPTEMBER 2017
Stock options	1,166	1,381	1,166	1,381
Performance share units	830	556	830	556

Share Repurchase Program

The 2016 Share Repurchase Authorization was approved and announced in November 2015 by our Board of Directors and authorized management to repurchase up to $2.5 billion of outstanding shares. We repurchased 8,583,244 common shares for $290 million (including transaction fees) during third quarter 2018 and 8,585,844 shares for $291 million (including transaction fees) during year-to-date 2018, under the 2016 Share Repurchase Authorization. Transaction fees incurred for repurchases are not counted as use of funds authorized for repurchase under the 2016 Share Repurchase Authorization. All common share purchases under the share repurchase program are to be made in open-market transactions. As of September 30, 2018, we had remaining authorization of $210 million for future share repurchases.

We record share repurchases upon trade date as opposed to the settlement date when cash is disbursed. We record a liability for repurchases that have not yet been settled as of period end. There were $18 million of unsettled repurchases as of September 30, 2018 and no unsettled repurchases as of December 31, 2017.

10

NOTE 6: INVENTORIES

Inventories include raw materials, work-in-process, finished goods, and materials and supplies.

DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 30, 2018		DECEMBER 31, 2017
LIFO inventories:
Logs	$	16	$	17
Lumber, plywood, panels and fiberboard	63		66
Other products	13		10
FIFO or moving average cost inventories:
Logs	21		38
Lumber, plywood, panels, fiberboard and engineered wood products	107		91
Other products	80		77
Materials and supplies	89		84
Total	$	389	$	383

LIFO – the last-in, first-out method – applies to major inventory products held at our U.S. locations. The FIFO – the first-in, first-out method – or moving average cost methods apply to the balance of our U.S. raw material and product inventories, all material and supply inventories and all foreign inventories. If we used FIFO for all LIFO inventories, our stated inventories would have been higher by $69 million as of September 30, 2018, and $70 millionas of December 31, 2017.

NOTE 7: SPECIAL-PURPOSE ENTITIES

From 2002 through 2004, we sold certain nonstrategic timberlands in five separate transactions. We are the primary beneficiary and consolidate the assets and liabilities of certain monetization and buyer-sponsored Special-purpose entities (SPEs) involved in these transactions. We have an equity interest in the monetization SPEs, but no ownership interest in the buyer-sponsored SPEs. The long-term notes of our monetization SPEs include $209 million and $302 million scheduled to mature in fourth quarter 2018 and third quarter of 2019, respectively. The financial investments of our buyer sponsored SPEs include $253 million scheduled to mature first quarter 2019. We have classified the long-term notes scheduled to mature in fourth quarter 2018 and third quarter 2019 as current liabilities and the financial investments scheduled to mature in first quarter 2019 as current receivables on our Consolidated Balance Sheet.

11

NOTE 8: PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

The components of net periodic benefit cost are:

	PENSION
	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2018			SEPTEMBER 2017			SEPTEMBER 2018			SEPTEMBER 2017
Service cost	$	10		$	9		$	28		$	26
Interest cost	58			66			177			198
Expected return on plan assets	(100		)	(101		)	(300		)	(306		)
Amortization of actuarial loss	56			48			169			145
Amortization of prior service cost	1			1			3			3
Total net periodic benefit cost - pension	$	25		$	23		$	77		$	66

	OTHER POSTRETIREMENT BENEFITS
	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2018			SEPTEMBER 2017			SEPTEMBER 2018			SEPTEMBER 2017
Interest cost	$	2		$	2		$	5		$	6
Amortization of actuarial loss	2			2			6			6
Amortization of prior service credit	(2		)	(2		)	(6		)	(6		)
Total net periodic benefit cost - other postretirement benefits	$	2		$	2		$	5		$	6

For the periods presented, service cost is included in "Cost of products sold," "Selling expenses," and "General and administrative expenses". The remaining components are included in "Non-operating pension and other postretirement benefit costs." Refer to the Consolidated Statement of Operations.

FAIR VALUE OF PENSION PLAN ASSETS AND OBLIGATIONS

We estimate the fair value of pension plan assets based upon the information available during the year end reporting process. In some cases, primarily private equity funds, the information available consists of net asset values as of an interim date, cash flows between the interim date and the end of the year and market events. We update the year end estimated fair value of pension plan assets to incorporate year end net asset values reflected in financial statements received after we have filed our Annual Report on Form 10-K. During second quarter 2018, we recorded an increase in the beginning of year fair value of the pension assets of $44 million, or less than 1 percent.

During second quarter 2018, we also updated our mortality assumption and census data used to estimate our projected benefit obligation for our U.S. qualified pension plan. We recorded an adjustment to our projected benefit obligation, incorporating updated census data and applying new company-specific mortality data. As a result of these updates, the beginning of year pension projected benefit obligation decreased by $155 million, or approximately 2 percent. The net effect of these updates, including the update to the pension assets, was a $199 million improvement in funded status.

ACTIONS TO REDUCE PENSION PLAN OBLIGATIONS

On August 23, 2018, we announced actions intended to reduce the liabilities of our U.S. qualified pension plan while maintaining the plan's current funded status. We offered certain U.S. terminated vested plan participants the opportunity to elect an immediate lump sum distribution of their pension benefits. Based on qualifying participant elections received by the company, we expect to make distributions from plan assets to those who elect to receive a lump sum in fourth quarter 2018. We also intend to transfer a portion of U.S. qualified pension plan liabilities to an insurance company through the purchase of a group annuity contract. This transaction would also be funded with the pension plan assets and is expected to close in 2019. We expect to record one-time noncash settlement charges for the lump sum offer and the annuity purchase upon the respective completion dates, with the amounts of each charge to be determined at that time.

To maintain the U.S. qualified pension plan's current funded status in connection with these transactions, we contributed $300 million to the plan during third quarter 2018. Refer to Note 18: Income Taxes for details on the tax effects of this transaction.

Additionally, Weyerhaeuser’s pension plan assets are in the process of being transitioned to an allocation that will more closely match the plan’s liability profile going forward.

EXPECTED FUNDING AND BENEFIT PAYMENTS

In 2018, we expect to:

• be required to contribute approximately $24 million for our Canadian registered plan;

• be required to contribute or make benefit payments for our Canadian nonregistered plans of $2 million;

12

• make benefit payments of $19 million for our U.S. nonqualified pension plans; and

• make benefit payments of $19 million for our U.S. and Canadian other postretirement plans.

We do not expect any contributions to our U.S. qualified pension plan in 2018 in addition to the $300 million contribution referenced above.

NOTE 9: ACCRUED LIABILITIES

Accrued liabilities were comprised of the following:

DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 30, 2018		DECEMBER 31, 2017
Accrued compensation and employee benefit costs	$	184	$	223
Accrued taxes payable	40		43
Customer rebates, volume discounts and deferred income	110		96
Interest	84		111
Product remediation accrual	4		98
Other	69		74
Total	$	491	$	645

NOTE 10:LONG-TERM DEBT AND LINES OF CREDIT

During first quarter 2018, we paid our $62 million7.00 percent debenture at maturity.

During March 2017, we entered into a $1.5 billion five-year senior unsecured revolving credit facility that expires in March 2022. This replaced a $1.0 billion senior unsecured revolving credit facility. The entire amount is available to Weyerhaeuser Company. Interest on borrowings are at LIBOR plus a spread or at other interest rates mutually agreed upon between the borrower and the lending banks. As of September 30, 2018, there were no borrowings outstanding.

NOTE 11: FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair values and carrying values of our long-term debt consisted of the following:

	SEPTEMBER 30, 2018				DECEMBER 31, 2017
DOLLAR AMOUNTS IN MILLIONS	CARRYING  VALUE		FAIR VALUE (LEVEL 2)		CARRYING  VALUE		FAIR VALUE (LEVEL 2)
Long-term debt (including current maturities)(1):
Fixed rate	$	5,697	$	6,378	$	5,768	$	6,823
Variable rate	224		225		224		225
Total debt	$	5,921	$	6,603	$	5,992	$	7,048

(1) Excludes nonrecourse debt held by our Variable Interest Entities (VIEs).

To estimate the fair value of fixed rate long-term debt, we used the following valuation approaches:

• market approach – based on quoted market prices we received for the same types and issues of our debt; or

• income approach – based on the discounted value of the future cash flows using market yields for the same type and comparable issues of debt.

We believe that our variable rate long-term debt instruments have net carrying values that approximate their fair values with only insignificant differences.

The inputs to these valuations are based on market data obtained from independent sources or information derived principally from observable market data. The difference between the fair value and the carrying value represents the theoretical net premium or discount we would pay or receive to retire all debt at the measurement date.

FAIR VALUE OF OTHER FINANCIAL INSTRUMENTS

We believe that our other financial instruments, including cash and cash equivalents, short-term investments, mutual fund investments held in grantor trusts, receivables, and payables, have net carrying values that approximate their fair values with only insignificant differences. This is primarily due to the short-term nature of these instruments and the allowance for doubtful accounts.

13

NOTE 12: LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES

LEGAL PROCEEDINGS

We are party to various legal proceedings arising in the ordinary course of business. We are not currently a party to any legal proceeding that management believes could have a material adverse effect on our Consolidated Balance Sheet, Consolidated Statement of Operations, or Consolidated Statement of Cash Flows. See Note 18: Income Taxes for a discussion of a tax proceeding involving Plum Creek's 2008 U.S. federal income tax return.

ENVIRONMENTAL MATTERS

Site Remediation

Under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) – commonly known as the Superfund – and similar state laws, we:

• are a party to various proceedings related to the cleanup of hazardous waste sites and

• have been notified that we may be a potentially responsible party related to the cleanup of other hazardous waste sites for which proceedings have not yet been initiated.

We have received notification from the Environmental Protection Agency (the EPA) and have acknowledged that we are a potentially responsible party in a portion of the Kalamazoo River Superfund site in southwest Michigan. Our involvement in the remediation site is based on our former ownership of the Plainwell, Michigan mill located within the remediation site. Several other companies also have been deemed potentially responsible parties as past or present owners or operators of facilities within the site, or as arrangers under CERCLA.

We cooperated with other parties to jointly implement an administrative order issued by the EPA on April 14, 2016, with respect to a

portion of the site comprising a stretch of the river approximately 1.7 miles long referred to as the Otsego Township Dam Area. During third quarter 2018, implementation of this administrative order was completed.

In 2010, the company, along with others, was named as a defendant by Georgia-Pacific Consumer Products LP, Fort James Corporation and Georgia-Pacific LLC in an action seeking contribution under CERCLA for remediation costs relating to a certain area within the site. On March 29, 2018, the U.S. District Court issued an opinion and order assigning the company responsibility for 5 percent of approximately $50 million in past costs incurred by the plaintiffs. The remaining 95 percent of this pool of past costs incurred was allocated to the plaintiffs and other defendants.

The opinion and order does not establish allocation for future remediation costs, and accordingly, we may incur additional costs in connection with future remediation tasks for other areas of the site. In connection with the opinion and order, we updated our best estimate of the liability associated with the site and recorded a pretax charge of $28 million in the first quarter as "Other operating costs (income), net" on the Consolidated Statement of Operations.

As of September 30, 2018, our total accrual for future estimated remediation costs on the active Superfund sites and other sites for which we are potentially responsible was approximately $67 million. These amounts are recorded in "Accrued liabilities" and "Other liabilities" on our Consolidated Balance Sheet.

Asset Retirement Obligations

We have obligations associated with the future retirement of tangible long-lived assets consisting primarily of reforestation obligations related to forest management licenses in Canada and obligations to close and cap landfills. As of September 30, 2018, our accrued balance for these obligations was $30 million. These obligations are recorded in "Accrued liabilities" and "Other liabilities" on our Consolidated Balance Sheet. The accrued balance has not changed significantly since December 31, 2017.

Some of our sites have materials containing asbestos. We have met our current legal obligation to identify and manage these materials. In situations where we cannot reasonably determine when materials containing asbestos might be removed from the sites, we have not recorded an accrual because the fair value of the obligation cannot be reasonably estimated.

PRODUCT REMEDIATION

Refer to Note 16: Charges (Recoveries) for Product Remediation, Net for further information.

14

NOTE 13: ACCUMULATED OTHER COMPREHENSIVE LOSS

Changes in amounts included in our accumulated other comprehensive loss by component are:

				PENSION						OTHER POSTRETIREMENT BENEFITS
DOLLAR AMOUNTS IN MILLIONS	Foreign currency translation adjustments			Actuarial loss			Prior service cost			Actuarial loss			Prior service credit			Unrealized gains on available-for-sale securities			Total
Beginning balance as of December 31, 2017	$	264		$	(1,802	)	$	(8	)	$	(48	)	$	23		$	9		$	(1,562	)
Other comprehensive income (loss) before reclassifications(1)	(16		)	159			—			—			—			—			143
Amounts reclassified from accumulated other comprehensive loss to earnings(1)(2)	—			127			1			5			(4		)	—			129
Total other comprehensive income (loss)	(16		)	286			1			5			(4		)	—			272
Reclassification of certain tax effects due to tax law changes(3)	—			(245		)	(1		)	(12		)	5			—			(253		)
Reclassification of accumulated unrealized gains on available-for-sale securities(4)	—			—			—			—			—			(9		)	(9		)
Net amounts reclassified from accumulated other comprehensive loss to retained earnings	—			(245		)	(1		)	(12		)	5			(9		)	(262		)
Ending balance as of September 30, 2018	$	248		$	(1,761	)	$	(8	)	$	(55	)	$	24		$	—		$	(1,552	)

(1) Amounts are presented net of tax.

(2) Amortization of actuarial loss and prior service (cost) credit are components of net periodic benefit cost (credit). See Note 8: Pension and Other Postretirement Benefit Plans.

(3) We reclassified certain tax effects from tax law changes of $253 million from "Accumulated other comprehensive loss" to "Retained earnings" on our Consolidated Balance Sheet in accordance with ASU 2018-02. SeeNote 1: Basis of Presentation.

(4) We reclassified accumulated unrealized gains from available-for-sale securities of $9 million from "Accumulated other comprehensive loss" to "Retained earnings" on our Consolidated Balance Sheet in accordance with ASU 2016-01. SeeNote 1: Basis of Presentation.

15

NOTE 14: SHARE-BASED COMPENSATION

Share-based compensation activity during year-to-date 2018 included the following:

SHARES IN THOUSANDS	Granted	Vested
Restricted Stock Units (RSUs)	731	595
Performance Share Units (PSUs)	344	112

A total of 2.6 million shares of common stock were issued as a result of RSU vestings, PSU vestings and stock option exercises.

RESTRICTED STOCK UNITS

The weighted average fair value of the RSUs granted in 2018 was $34.10. The vesting provisions for RSUs granted in 2018 were as follows:

• vest ratably over four years;

• immediately vest in the event of death while employed or disability;

• continue to vest upon retirement at an age of at least 62, but a portion of the grant is forfeited if retirement occurs before the one-year anniversary of the grant;

• continue vesting for one year in the event of involuntary termination when the retirement criteria has not been met; and

• will be entirely forfeited upon termination of employment in all other situations including early retirement prior to age 62.

PERFORMANCE SHARE UNITS

The weighted average grant date fair value of PSUs granted in 2018 was $35.49.

The final number of shares granted in 2018 will range from 0 percent to 150 percent of each grant's target, depending upon actual company performance.

The ultimate number of PSUs earned is based on two measures:

• our relative total shareholder return (TSR) ranking measured against the S&P 500 over a three year period and

• our relative TSR ranking measured against an industry peer group of companies over a three year period.

The vesting provisions for PSUs granted in 2018 were as follows:

• vest 100 percent on the third anniversary of the grant date if the individual remains employed by the company;

• fully vest in the event the participant dies or becomes disabled while employed;

• continue to vest upon retirement at an age of at least 62, but a portion of the grant is forfeited if retirement occurs before the one year anniversary of the grant;

• continue vesting for one year in the event of involuntary termination when the retirement criteria has not been met and the employee has met the second anniversary of the grant date; and

• will be entirely forfeited upon termination of employment in all other situations including early retirement prior to age 62.

Weighted Average Assumptions Used in Estimating the Value of Performance Share Units Granted in 2018

	Performance Share Units
Performance period	1/1/2018		–	12/31/2020
Valuation date average stock price(1)				$34.14
Expected dividends				3.81%
Risk-free rate	1.75	%	–	2.34%
Expected volatility	17.30	%	–	21.52%

(1) Calculated as an average of the high and low prices on grant date.

VALUE MANAGEMENT AWARDS

Value Management Awards (VMAs) are relative performance equity incentive awards granted to certain former employees of Plum Creek and assumed by the company in connection with the Plum Creek merger. In accordance with the terms of the merger, all VMAs outstanding on December 31, 2017, vested at “target” level performance of $100 per unit and were paid out in full in first quarter of 2018.

16

NOTE 15:CHARGES FOR INTEGRATION AND RESTRUCTURING, CLOSURES AND ASSET IMPAIRMENTS

	QUARTER ENDED				YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2018		SEPTEMBER 2017		SEPTEMBER 2018		SEPTEMBER 2017
Integration and restructuring charges related to Plum Creek	$	—	$	6	$	—	$	20
Charges related to closures and other restructuring activities	—		2		1		5
Impairments of long-lived assets	—		6		1		153
Total charges for integration and restructuring, closures and asset impairments	$	—	$	14	$	2	$	178

IMPAIRMENTS OF LONG-LIVED ASSETS

In second quarter 2017, we recognized an impairment charge to the timberlands and manufacturing assets of our Uruguayan operations. On June 2, 2017, our Board of Directors approved an agreement to sell all of the Company's equity in the Uruguayan business to a consortium led by BTG Pactual's Timberland Investment Group (TIG). As a result of this agreement, the related assets met the criteria to be classified as held for sale. This designation required us to record the related assets at fair value, less an amount of estimated selling costs, and thus recognize a $147 million noncash pretax impairment charge. This amount was recorded in the Timberlands segment. The fair value of the related assets was primarily based on the agreed upon cash purchase price of $403 million. On September 1, 2017, we announced the completion of the sale. Refer to Note 4: Operations Divested for further details of the Uruguayan operations sale.

Additionally, in September 2017, we recognized an impairment charge of $6 million related to a non-strategic asset in our Wood Products segment. The fair value of the asset was determined using a contract value associated with the asset sale.

NOTE 16:CHARGES (RECOVERIES) FOR PRODUCT REMEDIATION, NET

In July 2017, we announced we were implementing a solution to address concerns regarding our TJI® Joists coated with our former Flak Jacket® Protection product. This issue was isolated to Flak Jacket product manufactured after December 1, 2016, and did not affect any of our other products. In first quarter 2018, we received and recorded insurance recoveries of $20 million. During second quarter 2018, we recorded an additional charge of $25 million as a result of additional product remediation expenses, partially offset by $5 million of insurance recoveries. We did not receive any insurance recoveries or record additional charges in third quarter 2018. During the quarter and year-to-date period ended September 30, 2017, we recorded $190 million and $240 million of product remediation charges, respectively. The charges and recoveries are attributable to our Wood Products segment and were recorded in "Charges (recoveries) for product remediation, net" on the Consolidated Statement of Operations.

NOTE 17:OTHER OPERATING COSTS (INCOME), NET

Other operating costs (income), net:

• includes both recurring and occasional income and expense items and

• can fluctuate from year to year.

ITEMS INCLUDED IN OTHER OPERATING COSTS (INCOME), NET

	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2018			SEPTEMBER 2017			SEPTEMBER 2018			SEPTEMBER 2017
Gain on disposition of nonstrategic assets	$	(1	)	$	(5	)	$	(4	)	$	(14	)
Foreign exchange losses (gains), net	2			(3		)	2			—
Litigation expense, net	10			8			23			14
Other, net(1)	10			(12		)	45			2
Total other operating costs (income), net	$	21		$	(12	)	$	66		$	2

(1) "Other, net" includes environmental remediation charges. SeeNote 12: Legal Proceedings, Commitments, and Contingencies for more information.

NOTE 18: INCOME TAXES

As a REIT, we generally are not subject to federal corporate level income taxes on REIT taxable income that is distributed to shareholders. We are required to pay corporate income taxes on earnings of our wholly-owned TRSs, which includes our Wood Products segment and portions of our Timberlands and Real Estate & ENR segments' earnings.

17

The quarterly provision for income taxes is based on the current estimate of the annual effective tax rate. Our 2018 estimated annual effective tax rate for our TRSs is approximately 25 percent, which is higher than the U.S. domestic statutory federal tax rate primarily due to state income taxes and higher foreign tax rates applicable to foreign earnings.

TAX LEGISLATION

On December 22, 2017, H.R. 1, commonly known as the Tax Cuts and Jobs Act (the "Tax Act"), was enacted. The Tax Act contains significant changes to corporate taxation, including the reduction of the corporate tax rate from 35 percent to 21 percent. As a result of the reduction in the corporate tax rate, we revalued our deferred tax assets and liabilities and recorded a tax expense of $74 million during 2017, which reduced our net deferred tax asset. We were not required to pay a repatriation tax due to the fact that we had no foreign undistributed earnings.

The impact of the Tax Act provisions effective in 2018 is a reduction to our overall estimated annual effective tax rate primarily due to the reduced corporate tax rate.

During first quarter 2018, we adopted ASU 2018-02 which allowed for the reclassification of certain income tax effects related to the Tax Act between accumulated other comprehensive income and retained earnings. Refer to Note 1: Basis of Presentation for further details on this ASU and the related impact on our financial statements.

PENSION CONTRIBUTION TAX ADJUSTMENT

At the end of 2017, we revalued our deferred tax assets (including pension) to the 2018 federal tax rate of 21 percent, as a result of the Tax Act, as discussed above. During third quarter 2018, we announced actions intended to reduce the liabilities of our U.S. qualified pension plan while maintaining the plan’s current funded status and made a decision to contribute $300 million to our U.S. qualified pension plan (refer to Note 8: Pension and Other Postretirement Benefit Plans). We were able to deduct this contribution on our 2017 federal tax return at the 2017 federal tax rate of 35 percent. This resulted in an incremental $41 million tax benefit, for the portion attributable to our TRSs, during third quarter 2018.

ONGOING IRS MATTER

In connection with the merger with Plum Creek, we acquired equity interests in Southern Diversified Timber, LLC, a timberland joint venture (Timberland Venture) with an affiliate of Campbell Global LLC (TCG Member). On August 31, 2016, the Timberland Venture redeemed TCG Member's interest and became a fully consolidated, wholly-owned subsidiary of Weyerhaeuser.

We received a Notice of Final Partnership Administrative Adjustment (FPAA), dated July 20, 2016, from the Internal Revenue Service (IRS) in regard to Plum Creek's 2008 U.S. federal income tax treatment of the transaction forming the Timberland Venture. The IRS is asserting that the transfer of the timberlands to the Timberland Venture was a taxable transaction to Plum Creek at the time of the transfer rather than a nontaxable capital contribution. We have filed a petition in the U.S. Tax Court and will vigorously contest this adjustment.

In the event that we are unsuccessful in this tax litigation, we could be required to recognize and distribute gain to shareholders of approximately $600 million and pay built-in gains tax of approximately $100 million. We would also be required to pay interest on both of those amounts, which would be substantial. As much as 80 percent of any such gain distribution could be made with our common stock, and shareholders would be subject to tax on the distribution at the applicable capital gains tax rate. Alternatively, we could elect to retain the gain and pay corporate-level tax to minimize interest costs to the company.

Although the outcome of this process cannot be predicted with certainty, we are confident in our position based on U.S. tax law and believe we will be successful in defending it. Accordingly, no reserve has been recorded related to this matter.

18

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This report contains statements concerning our 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. Forward-looking statements may appear throughout this report. These forward-looking 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. Forward-looking 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 the content of these 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, general availability of financing for home mortgages and the relative strength of the U.S. dollar;

• market demand for the company's 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, particularly the relative value of the U.S. dollar to the yen and the Canadian dollar, and the relative value of the euro to the yen;

• restrictions on international trade, tariffs imposed on imports of our products and the availability and cost of shipping and transportation; economic activity in Asia, especially Japan and China;

• performance of our manufacturing operations, including maintenance and capital requirements;

• potential disruptions in our manufacturing operations;

• the level of competition from domestic and foreign producers;

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

• 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;

• 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 employee 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 risks and uncertainties identified in our 2017 Annual Report on Form 10-K, which are incorporated herein by reference, as well as those set forth from time to time in our other public statements and other reports and filings with the SEC.

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.

19

RESULTS OF OPERATIONS

In reviewing our results of operations, it is important to understand these terms:

• Sales realizations for Timberlands and Wood Products refer to net selling prices. This includes selling price plus freight, minus normal sales deductions. Real Estate transactions are presented at the contract sales price before commissions and closing costs, net of any credits.

• Net contribution to earnings does not include interest expense and income taxes.

ECONOMIC AND MARKET CONDITIONS AFFECTING OUR OPERATIONS

The demand for logs within our Timberlands segment is directly affected by production levels of domestic wood-based building products. The strength of the U.S. housing market strongly affects demand in our Wood Products segment, as does repair and remodeling activity. Our Timberlands segment, specifically the Western region, is also affected by export demand and trade policy. Japanese housing starts are a key driver of export log demand in Japan.

In third quarter 2018, housing starts averaged 1.22 million total units on a seasonally adjusted annual basis according to the U.S. Census Bureau. This was 3 percent below second quarter 2018 which averaged 1.26 million starts on a seasonally adjusted annual basis. Single family units averaged 870 thousand units in the quarter and accounted for 71 percent of total starts, up from 67 percent in first quarter 2018 and unchanged from second quarter 2018. Single family starts year-to-date average from third quarter 2017 to third quarter 2018 increased by 3 percent. Multifamily starts were at 347 thousand, which were 5 percent lower than second quarter 2018, and are up 7 percent compared to third quarter in 2017. We continue to expect improving U.S. housing starts and anticipate a level of approximately 1.28 million units in 2018. We attribute this continued improvement primarily to employment growth, improving consumer confidence and mortgage rates which, while rising, remain affordable on a historic basis.

According to the Joint Center for Housing of Harvard University, the Leading Indicator of Remodeling Activity (LIRA) increased by 7.5 percent on a four quarter moving average basis in third quarter 2018, and is expected to increase to 7.7 percent on the same basis in fourth quarter 2018.

In U.S. wood product markets, prices retreated in third quarter 2018 from peak levels posted in second quarter 2018, as supply issues related to transportation eased and producers maximized output. Demand growth slowed, consistent with performance in the homebuilding segment, as described above. According to Forest Economic Advisors, LLC, North American lumber consumption is expected to grow at a 4 percent rate in 2018. Log markets were consistent with wood products manufacturing, exhibiting slower demand, resulting in weaker market prices for western logs in third quarter 2018. In the south, log supplies kept pace with demand, leaving prices flat from second quarter 2018.

Log inventories in Chinese ports increased 3.7 percent in the latter part of third quarter 2018 as reported by International Wood Markets China Bulletin, which also reported continued good demand for construction lumber from imported logs. Volumes of U.S. log imports for the 8 months year to date are up 15 percent from 2017. In Japan, housing starts for August 2018 were down 3.5 percent from August 2017 while the key Post and Beam segment was 1.3 percent lower in August 2018 compared to August 2017.

We expect demand from China and Japan in 2018 to be similar to demand experienced in 2017.

Our Real Estate & ENR segment is affected by the health of the U.S. economy and especially the U.S. housing sector of the economy. According to the Realtors Land Institute (RLI) of the National Association of Realtors, the dollar volume of rural properties, including timber, grew 4 percent in 2017, while per acre prices were up 3 percent on average. Additionally, RLI expects these trends to continue in 2018.

CONSOLIDATED RESULTS

How We Did Third Quarter 2018 and Year-to-Date 2018

	QUARTER ENDED				AMOUNT OF CHANGE		YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES	SEPTEMBER 2018		SEPTEMBER 2017		2018 VS. 2017		SEPTEMBER 2018		SEPTEMBER 2017		2018 VS.  2017
Net sales	$	1,910	$	1,872	$	38	$	5,840	$	5,373	$	467
Costs of products sold	1,452		1,374		78		4,247		3,982		265
Operating income	337		205		132		1,217		655		562
Net earnings	255		130		125		841		311		530
Earnings per share, basic and diluted	$	0.34	$	0.17	$	0.17	$	1.11	$	0.41	$	0.70

Comparing Third Quarter 2018 with Third Quarter 2017

Net sales

Net sales increased $38 million – 2 percent – primarily attributable to:

• Wood Products sales to unaffiliated customers increased $47 million – 4 percent – primarily due to increased sales realizations across all product lines except oriented strand board; and

• Real Estate & ENR sales to unaffiliated customers increased $14 million – 17 percent – primarily due to increased acres sold.

20

These increases were offset by a $23 million – 5 percent – decrease in Timberlands sales to unaffiliated customers, primarily attributable to the divestiture of our Uruguayan operations in third quarter 2017.

Costs of products sold

Costs of products sold increased $78 million – 6 percent – primarily attributable to the following:

• Wood Products segment costs of products sold increased $66 million – 7 percent – primarily due to increased log and fiber costs across all product lines in the West and Canada; and

• Real Estate & ENR segment costs of products sold increased $23 million – 74 percent – primarily due to increased acres sold and higher per acre basis of real estate sold.

These increases were partially offset by a $12 million decrease in Timberlands segment costs of products sold, primarily attributable to the divestiture of our Uruguayan operations in third quarter 2017.

Operating income

Operating income increased $132 million – 64 percent – primarily attributable to:

• decreased charges of $190 million for product remediation (refer to Note 16: Charges (Recoveries) for Product Remediation, Net); and

• decreased charges of $14 million for integration and restructuring, closures and asset impairments (refer to Note 15: Charges for Integration and Restructuring, Closures and Asset Impairments).

These increases to operating income were partially offset by the following:

• decreased consolidated gross margin of $40 million, as described above; and

• increased expenses of $33 million in other operating income (costs) comprised of many smaller fluctuations such as a $5 million increase in foreign exchange losses.

Net earnings

Net earnings increased $125 million – 96 percent. This was partially attributable to:

• increased operating income of $132 million, as described above; and

• decreased interest expense of $5 million (refer to Interest Expense).

These increases were partially offset by a $12 million decrease in income tax benefits (refer to Income Taxes).

Comparing Year-to-Date 2018 with Year-to-Date 2017

Net sales

Net sales increased $467 million – 9 percent – primarily attributable to the following factors:

• Wood Products sales to unaffiliated customers increased $434 million – 12 percent – primarily due to increased sales realizations across all product lines;

• Real Estate & ENR sales to unaffiliated customers increased $24 million – 13 percent – primarily attributable to increased acres sold; and

• Timberlands sales to unaffiliated customers increased $9 million – 1 percent – primarily due to increased Western log sales realizations, offset by decreased revenue resulting from the divestiture of our Uruguayan operations in third quarter 2017.

Costs of products sold

Costs of products sold increased $265 million – 7 percent – primarily attributable to the following:

• Wood Products segment costs of products sold increased $262 million – 9 percent – primarily due to increased log and fiber costs across all product lines in the West and Canada;

• Real Estate & ENR segment costs of products sold increased $36 million – 54 percent – primarily attributable to an increase in acres sold;

• Unallocated costs of products sold increased $19 million – 95 percent – primarily due to an increase in LIFO and intercompany profit elimination; and

• Timberlands segment costs of products sold increased $4 million – less than 1 percent – primarily due to increased external sourcing costs in Canada and the West, offset by a decrease in costs of products sold from the divestiture of our Uruguayan operations in third quarter 2017.

These increases were partially offset by the elimination of costs of products sold associated with internal sales.

Operating income

Operating income increased $562 million – 86 percent – primarily attributable to:

• a $240 million decrease in charges for product remediation (refer to Note 16: Charges (Recoveries) for Product Remediation, Net for further details);

• an increased consolidated gross margin of $202 million, as described above; and

• a decrease in a noncash pretax impairment charge of $147 million. This impairment was a result of our agreement to sell our Uruguayan operations, as announced during June 2017 (refer toNote 15: Charges for Integration and Restructuring, Closures and Asset Impairments).

21

These increases were partially offset by a $28 million increase in expenses related to environmental remediation.

Net earnings

Net earnings increased $530 million – 170 percent. This was primarily attributable to:

• increased operating income of $562 million, as described above; and

• decreased interest expense, net of capitalized interest of $19 million.

These increases were partially offset by a $49 million increase in income tax expense (refer to Income Taxes).

TIMBERLANDS

How We Did Third Quarter 2018 and Year-to-Date 2018

	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2018		SEPTEMBER 2017		2018 VS. 2017			SEPTEMBER 2018		SEPTEMBER 2017		2018 VS.  2017
Net sales to unaffiliated customers:
Delivered logs(1):
West	$	238	$	221	$	17		$	766	$	673	$	93
South	157		155		2			472		451		21
North	25		25		—			70		68		2
Other	9		17		(8		)	30		48		(18		)
Subtotal delivered logs sales	429		418		11			1,338		1,240		98
Stumpage and pay-as-cut timber	13		23		(10		)	39		52		(13		)
Uruguay operations(2)	—		23		(23		)	—		63		(63		)
Recreational and other lease revenue	15		16		(1		)	44		45		(1		)
Other	11		11		—			34		46		(12		)
Subtotal net sales to unaffiliated customers	468		491		(23		)	1,455		1,446		9
Intersegment sales:
United States	128		125		3			409		381		28
Other	57		54		3			189		163		26
Subtotal intersegment sales	185		179		6			598		544		54
Total sales	$	653	$	670	$	(17	)	$	2,053	$	1,990	$	63
Costs of products sold	$	505	$	517	$	(12	)	$	1,516	$	1,512	$	4
Operating income and Net contribution to earnings	$	126	$	131	$	(5	)	$	476	$	267	$	209

(1) The West region includes Washington and Oregon. The South region includes Virginia, North Carolina, South Carolina, Florida, Georgia, Alabama, Mississippi, Louisiana, Arkansas, Texas and Oklahoma. The North region includes West Virginia, Maine, New Hampshire, Vermont, Michigan, Wisconsin and Montana. Other includes our Canadian operations and previously managed Twin Creeks Venture. Our former agreement for the Twin Creeks Venture was terminated in December 2017.

(2) Includes logs, plywood and hardwood lumber harvested or produced by our former international operations in Uruguay. On June 2nd, 2017, we agreed to sell all of our equity interest in the subsidiaries that collectively own and operate our Uruguayan timberlands and manufacturing operations and recorded a $147 million impairment in operating income within the Timberlands business segment during second quarter 2017. Our Uruguayan operations were divested on September 1, 2017. Refer to Note 4: Operations Divested and Note 15: Charges for Integration and Restructuring, Closures and Asset Impairments for further information.

Comparing Third Quarter 2018 with Third Quarter 2017

Net sales to unaffiliated customers

Net sales to unaffiliated customers decreased $23 million – 5 percent – primarily due to decreased revenue resulting from the sale of our Uruguayan operations in third quarter 2017.

Intersegment sales

Intersegment sales increased $6 million – 3 percent – primarily due to increases in Western log prices.

22

Costs of products sold

Costs of products sold decreased $12 million – 2 percent – primarily due to the following:

• a $21 million decrease in costs of products sold resulting from the sale of our Uruguayan operations in third quarter 2017; and

• a $17 million decrease in costs of products sold resulting from the termination of our management agreement for the Twin Creeks Venture in fourth quarter 2017.

These decreases in costs of products sold were partially offset by a $20 million increase primarily due to higher external sourcing costs in the West.

Operating income and Net contribution to earnings

Operating income and Net contribution to earnings decreased $5 million – 4 percent – primarily attributable to the changes in net sales and costs of products sold as explained above.

Comparing Year-to-Date 2018 with Year-to-Date 2017

Net sales to unaffiliated customers

Net sales to unaffiliated customers increased $9 million – 1 percent – primarily due to:

• a $93 million increase in Western log sales attributable to a 20 percent increase in Western log prices, partially offset by a 5 percent decrease in Western delivered log sales volumes.

This increase was partially offset by the following:

• a $63 million decrease in revenue from our Uruguayan operations, which were divested in third quarter 2017;

• an $18 million decrease in Other delivered log sales primarily resulting from the termination of our management agreement for the Twin Creeks Venture in fourth quarter 2017; and

• a $13 million decrease in Stumpage and pay-as-cut timber sales.

Intersegment sales

Intersegment sales increased $54 million – 10 percent – primarily due to increases in Western and Canada log prices, consistent with third party sales discussed above.

Costs of products sold

Costs of products sold increased $4 million – less than 1 percent – primarily due to:

• a $72 million increase in costs of products sold primarily attributable to external sourcing costs in the West as a result of increased log prices;

• a $20 million increase in costs of products sold in Canada, primarily due to a 5 percent increase in sales volume and increased sourcing costs; and

• a $19 million increase in costs of products sold in the South, primarily due to a 4 percent increase in log sales volumes.

These increases were partially offset by:

• a $70 million decrease in costs of products sold from our Uruguayan operations, which were divested in third quarter 2017; and

• a $40 million decrease in costs of products sold resulting from the termination of our management agreement for the Twin Creeks Venture in fourth quarter 2017.

Operating income and Net contribution to earnings

Operating income and Net contribution to earnings increased $209 million – 78 percent – primarily attributable to:

• a decrease in a noncash pretax impairment charge of $147 million. This impairment was a result of our agreement to sell our Uruguayan operations, as announced during June 2017 (refer to Note 15: Charges for Integration, Restructuring, Closures and Asset Impairments); and

• increased gross margin of $59 million, as discussed above.

23

THIRD-PARTY LOG SALES VOLUMES AND FEE HARVEST VOLUMES

	QUARTER ENDED		AMOUNT OF CHANGE		YEAR-TO-DATE ENDED		AMOUNT OF CHANGE
VOLUMES IN THOUSANDS(1)(2)	SEPTEMBER 2018	SEPTEMBER 2017	2018 VS. 2017		SEPTEMBER 2018	SEPTEMBER 2017	2018 VS.  2017
Third party log sales – tons:
West	1,897	1,910	(13	)	5,900	6,210	(310	)
South	4,521	4,527	(6	)	13,591	13,105	486
North	414	428	(14	)	1,131	1,135	(4	)
Other	154	424	(270	)	552	1,226	(674	)
Total (3)	6,986	7,289	(303	)	21,174	21,676	(502	)
Fee harvest volumes – tons:
West	2,305	2,230	75		7,108	7,539	(431	)
South	6,478	6,953	(475	)	19,859	19,799	60
North	537	565	(28	)	1,509	1,570	(61	)
Other	—	569	(569	)	—	1,384	(1,384	)
Total (3)	9,320	10,317	(997	)	28,476	30,292	(1,816	)

(1) The West region includes Washington and Oregon. The South region includes Virginia, North Carolina, South Carolina, Florida, Georgia, Alabama, Mississippi, Louisiana, Arkansas, Texas and Oklahoma. The North region includes West Virginia, Maine, New Hampshire, Vermont, Michigan, Wisconsin and Montana. Other includes our Canadian operations and managed Twin Creeks Venture. Our management agreement for the Twin Creeks Venture began in April 2016 and terminated in December 2017.

(2) Western logs are primarily transacted in thousand board feet (MBF) but are converted to ton equivalents for external reporting purposes.

(3) Total volumes exclude third party log sales and fee harvest volumes from our former Uruguayan operations, which we sold during third quarter 2017. Refer to Note 4: Operations Divestedfor further information regarding this sale.

REAL ESTATE, ENERGY AND NATURAL RESOURCES

How We Did Third Quarter 2018 and Year-to-Date 2018

	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2018		SEPTEMBER 2017		2018 VS. 2017			SEPTEMBER 2018		SEPTEMBER 2017		2018 VS.  2017
Net sales:
Real estate	$	76	$	64	$	12		$	148	$	128	$	20
Energy and natural resources	20		18		2			57		53		4
Total	$	96	$	82	$	14		$	205	$	181	$	24
Costs of products sold	$	54	$	31	$	23		$	103	$	67	$	36
Operating income and Net contribution to earnings	$	36	$	47	$	(11	)	$	83	$	96	$	(13	)

The timing of real estate sales is a function of many factors, including the general state of the economy, demand in local real estate markets, the ability to obtain entitlements, the ability of buyers to obtain financing, the number of competing properties listed for sale, the seasonal nature of sales (particularly in the northern states), the plans of adjacent landowners, our expectation of future price appreciation, the timing of harvesting activities, and the availability of government and not-for-profit funding. In any period the average sales price per acre will vary based on the location and physical characteristics of parcels sold.

Comparing ThirdQuarter 2018 with Third Quarter 2017

Net sales

Net sales increased $14 million – 17 percent – primarily attributable to an increase in acres sold, partially offset by a decrease in the average price per acre sold.

Costs of products sold

Costs of products sold increased $23 million – 74 percent – primarily attributable to an increase in acres sold, as discussed above, as well as a higher per acre basis of real estate sold.

24

Net contribution to earnings

Net contribution to earnings decreased $11 million – 23 percent – primarily attributable to decreased gross margin, as discussed above.

Comparing Year-to-Date 2018 with Year-to-Date 2017

Net sales

Net sales increased $24 million – 13 percent – primarily attributable to an increase in acres sold, partially offset by a decrease in the average price per acre sold.

Costs of products sold

Costs of products sold increased $36 million – 54 percent – primarily attributable to an increase in acres sold.

Net contribution to earnings

Net contribution to earnings decreased $13 million – 14 percent – primarily attributable to decreased gross margin, as discussed above.

REAL ESTATE SALES STATISTICS

	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
	SEPTEMBER 2018		SEPTEMBER 2017		2018 VS. 2017			SEPTEMBER 2018		SEPTEMBER 2017		2018 VS.  2017
Acres sold	61,681		35,749		25,932			99,742		59,009		40,733
Average price per acre	$	1,209	$	1,784	$	(575	)	$	1,452	$	2,081	$	(629	)

WOOD PRODUCTS

How We Did Third Quarter 2018 and Year-to-Date 2018

	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2018		SEPTEMBER 2017		2018 VS. 2017			SEPTEMBER 2018		SEPTEMBER 2017		2018 VS.  2017
Net sales:
Structural lumber	$	581	$	525	$	56		$	1,831	$	1,541	$	290
Engineered solid section	132		131		1			400		378		22
Engineered I-joists	91		93		(2		)	261		251		10
Oriented strand board	215		243		(28		)	724		671		53
Softwood plywood	53		45		8			158		136		22
Medium density fiberboard	48		48		—			138		146		(8		)
Complementary building products	152		146		6			449		417		32
Other products produced	74		68		6			219		206		13
Total	$	1,346	$	1,299	$	47		$	4,180	$	3,746	$	434
Costs of products sold	$	1,071	$	1,005	$	66		$	3,195	$	2,933	$	262
Operating income and Net contribution to earnings	$	213	$	40	$	173		$	812	$	389	$	423

25

Comparing ThirdQuarter 2018 with Third Quarter 2017

Net sales

Net sales increased $47 million – 4 percent – primarily due to:

• a$56 million increase in structural lumber sales, attributable to a 14 percent increase in average sales realizations and a 1 percent increase in sales volumes;

• an$8 million increase in softwood plywood sales, attributable to a 14 percent increase in average sales realizations offset by a 10 percent decrease in sales volumes;

• a$6 million increase in complementary building products sales due to higher market demand; and

• a $6 million increase in other products produced sales due to higher sawmill production.

These increases were partially offset by a $28 million decrease in oriented strand board sales attributable to a 10 percent decrease in sales volumes, partially offset by a 2 percent increase in average sales realizations.

Costs of products sold

Costs of products sold increased $66 million – 7 percent – primarily due to increased log costs in the West and Canada.

Operating income and Net contribution to earnings

Operating income and Net contribution to earnings increased $173 million – 433 percent – primarily attributable to $190 million of decreased net charges for product remediation (refer to Note 16: Charges (Recoveries) for Product Remediation, Net).

This was offset by a decrease in gross margin of $19 million, as discussed above.

Comparing Year-to-Date 2018 with Year-to-Date 2017

Net sales

Net sales increased $434 million – 12 percent – primarily due to:

• a $290 million increase in structural lumber sales attributable to an 18 percent increase in average sale realizations and a 1 percent increase in sales volumes;

• a $53 million increase in oriented strand board sales attributable to a 14 percent increase in average sales realizations, partially offset by a 5 percent decrease in sales volumes;

• a $32 million increase in complementary building products sales due to higher market demand;

• a $22 million increase in engineered solid section sales attributable to a 9 percent increase in average sales realizations, partially offset by a 6 percent decrease in sales volumes;

• a $22 million increase in softwood plywood sales attributable to a 17 percent increase in average sales realizations, partially offset by a 1 percent decrease in sales volumes;

• a $10 million increase in engineered i-joists sales attributable to an 8 percent increase in average sales realizations, partially offset by a 4 percent decrease in sales volumes.

Costs of products sold

Costs of products sold increased $262 million – 9 percent – primarily due to increased log costs in the West and Canada.

Operating income and Net contribution to earnings

Operating income and Net contribution to earnings increased $423 million – 109 percent – primarily attributable to:

• $240 million decreased charges for product remediation (refer to Note 16: Charges (Recoveries) for Product Remediation, Net for further details); and

• increased gross margin of $172 million, as discussed above.

26

THIRD-PARTY SALES VOLUMES

	QUARTER ENDED		AMOUNT OF CHANGE		YEAR-TO-DATE ENDED		AMOUNT OF CHANGE
VOLUMES IN MILLIONS(1)	SEPTEMBER 2018	SEPTEMBER 2017	2018 VS. 2017		SEPTEMBER 2018	SEPTEMBER 2017	2018 VS.  2017
Structural lumber – board feet	1,184	1,172	12		3,585	3,548	37
Engineered solid section – cubic feet	6.0	6.4	(0.4	)	18.6	19.2	(0.6	)
Engineered I-joists – lineal feet	54	60	(6	)	160	166	(6	)
Oriented strand board – square feet (3/8”)	669	741	(72	)	2,162	2,274	(112	)
Softwood plywood – square feet (3/8”)	122	117	5		355	358	(3	)
Medium density fiberboard – square feet (3/4”)	59	58	1		165	177	(12	)

(1) Sales volumes include sales of internally produced products and products purchased for resale primarily through our distribution business.

PRODUCTION AND OUTSIDE PURCHASE VOLUMES

Outside purchase volumes are primarily purchased for resale through our distribution business. Production volumes are produced for sale through our own sales organizations and through our distribution business. Production of oriented strand board and engineered solid section are also used to manufacture engineered I-joists.

	QUARTER ENDED		AMOUNT OF CHANGE		YEAR-TO-DATE ENDED		AMOUNT OF CHANGE
VOLUMES IN MILLIONS	SEPTEMBER 2018	SEPTEMBER 2017	2018 VS. 2017		SEPTEMBER 2018	SEPTEMBER 2017	2018 VS.  2017
Structural lumber – board feet:
Production	1,106	1,093	13		3,446	3,391	55
Outside purchase	55	52	3		151	152	(1	)
Total	1,161	1,145	16		3,597	3,543	54
Engineered solid section – cubic feet:
Production	6.3	6.4	(0.1	)	19	19.3	(0.3	)
Outside purchase	0.2	0.4	(0.2	)	1.3	1.4	(0.1	)
Total	6.5	6.8	(0.3	)	20.3	20.7	(0.4	)
Engineered I-joists – lineal feet:
Production	46	58	(12	)	154	161	(7	)
Outside purchase	4	6	(2	)	11	12	(1	)
Total	50	64	(14	)	165	173	(8	)
Oriented strand board – square feet (3/8”):
Production	665	744	(79	)	2,146	2,256	(110	)
Outside purchase	82	105	(23	)	292	309	(17	)
Total	747	849	(102	)	2,438	2,565	(127	)
Softwood plywood – square feet (3/8”):
Production	106	88	18		308	284	24
Outside purchase	19	21	(2	)	59	62	(3	)
Total	125	109	16		367	346	21
Medium density fiberboard – square feet (3/4"):
Production	61	63	(2	)	168	182	(14	)
Total	61	63	(2	)	168	182	(14	)

27

UNALLOCATED ITEMS

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, and the elimination of intersegment profit in inventory and LIFO.

NET CONTRIBUTION TO EARNINGS – UNALLOCATED ITEMS

	QUARTER ENDED						AMOUNT OF CHANGE			YEAR-TO-DATE ENDED						AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2018			SEPTEMBER 2017			2018 VS. 2017			SEPTEMBER 2018			SEPTEMBER 2017			2018 VS.  2017
Unallocated corporate function and variable compensation expense	$	(19	)	$	(19	)	$	—		$	(56	)	$	(55	)	$	(1	)
Liability classified share-based compensation	4			(1		)	5			2			(7		)	9
Foreign exchange gain (loss)	(2		)	3			(5		)	(2		)	—			(2		)
Elimination of intersegment profit in inventory and LIFO	—			3			(3		)	(18		)	(6		)	(12		)
Charges for integration and restructuring, closures and asset impairments	—			(6		)	6			—			(20		)	20
Other	(21		)	8			(29		)	(80		)	(8		)	(72		)
Operating income (loss)	(38		)	(12		)	(26		)	(154		)	(96		)	(58		)
Non-operating pension and other postretirement benefit costs	(17		)	(16		)	(1		)	(54		)	(46		)	(8		)
Interest income and other	13			11			2			36			29			7
Net contribution to earnings	$	(42	)	$	(17	)	$	(25	)	$	(172	)	$	(113	)	$	(59	)

Comparing Third Quarter 2018 with Third Quarter 2017

The $25 million decrease in Net contribution to earnings from Unallocated Items was due to:

• a $12 million increase in legal and environmental charges;

• a$5 million increase in net foreign exchange losses; and

• a$3 million increase in charges for elimination of intersegment profit in inventory and LIFO due to increased lumber and log inventory quantities.

Comparing Year-to-Date 2018 with Year-to-Date 2017

The $59 million decrease in Net contribution to earnings from Unallocated Items was primarily related to:

• a$28 million increase in charges during first quarter 2018 for environmental remediation (refer to Note 12: Legal Proceedings, Commitments and Contingencies);

• a $30 million change in legal charges, primarily related to insurance recoveries received during year-to-date 2017, which resulted in a net credit of $20 million. No similar recoveries have been received during year-to-date 2018;

• a$12 million increase in charges for elimination of intersegment profit in inventory and LIFO due to to increased lumber and log inventory quantities; and

• an $8 million of increased charges for non-operating pension and other postretirement benefit costs primarily due to decreased expected return on plan assets (refer to Note 8: Pension and Other Postretirement Benefit Plans).

These increased charges were partially offset by $20 million decreased charges related to our merger with Plum Creek (refer toNote 15: Charges for Integration and Restructuring, Closures and Asset Impairments for further details).

INTEREST EXPENSE

Our interest expense, net of capitalized interest incurred, was:

• $93 million for the third quarter 2018 and $278 million year-to-date 2018; and

• $98 million for the third quarter 2017 and $297 million year-to-date 2017.

Interest expense decreased by $5 million compared to third quarter 2017 and $19 million compared to year-to-date 2017 primarily due to a decrease in the average outstanding debt balance in 2018 compared to 2017.

28

INCOME TAXES

Our provision for income taxes was:

• $15 million benefit for the third quarter 2018 and $80 million expense year-to-date 2018; and

• $27 million benefit for the third quarter 2017 and $31 million expense year-to-date 2017.

Our provision for income taxes is primarily driven by earnings generated by our TRSs. At the end of 2017, we revalued our deferred tax assets (including pension) to the 2018 federal tax rate of 21 percent, as a result of the Tax Act. During third quarter 2018, we announced actions intended to reduce the liabilities of our U.S. qualified pension plan while maintaining the plan’s current funded status and made a decision to contribute $300 million to our U.S. qualified pension plan (refer to Note 8: Pension and Other Postretirement Benefit Plans). We were able to deduct this contribution on our 2017 federal tax return at the 2017 federal tax rate of 35 percent. This resulted in an incremental $41 million tax benefit, for the portion attributable to our TRSs, during third quarter 2018. In third quarter 2017, we recognized a tax benefit related to charges for product remediation. Overall performance results for our business segments can be found in Consolidated Results.

Refer to Note 16: Charges (Recoveries) for Product Remediation, Net and Note 18: Income Taxes for additional information.

LIQUIDITY AND CAPITAL RESOURCES

We are committed to maintaining an appropriate capital structure that enables us to protect the interests of our shareholders and lenders and maintain access to all major financial markets.

CASH FROM OPERATIONS

Consolidated net cash provided by our operations was:

• $820 million for year-to-date 2018; and

• $847 million for year-to-date 2017.

Net cash from operations decreased $27 million, primarily due our $300 million contribution to our U.S. qualified pension plan in third quarter 2018 (refer to Note 8: Pension and Other Postretirement Benefit Plansfor further details). This cash outflow was offset in part by:

• increased cash flows generated from our businesses, excluding working capital changes, of $212 million;

• a decrease in cash paid for income taxes of $49 million; and

• a decrease in cash paid for interest of $30 million.

CASH FROM (USED IN) INVESTING ACTIVITIES

Consolidated net cash used in and provided by investing activities was:

• $264 million used in investing activities for year-to-date 2018; and

• $192 million provided by investing activities for year-to-date 2017.

Net cash used in investing activities increased $456 million, primarily due to:

• a $421 million decrease in proceeds received from the sale of assets and operations, which is primarily due to $403 million in proceeds received from the sale of our Uruguay operations in third quarter 2017; and

• a net $24 million increase in cash used for capital expenditures.

Summary of Capital Spending by Business Segment

	YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2018		SEPTEMBER 2017
Timberlands	$	82	$	79
Real Estate & ENR	—		2
Wood Products	199		176
Unallocated Items	2		2
Total	$	283	$	259

We expect our net capital expenditures for 2018 to be $420 million, which is comparable to 2017 capital spending. The amount we spend on capital expenditures could change.

CASH USED IN FINANCING ACTIVITIES

Consolidated net cash used in financing activities was:

• $1,032 million for year-to-date 2018; and

• $1,218 million for year-to-date 2017.

29

Net cash used in financing activities decreased $186 million primarily due to a $769 million decrease in cash used for payments on long-term debt. This decrease was partially offset by:

• a $273 million increase in cash used for repurchases of common shares;

• a $225 million decrease in proceeds from the issuance of long-term debt;

• a $42 million increase in cash dividends paid on common shares; and

• a $37 million decrease in proceeds from exercise of stock options.

Lines of Credit

During March 2017, we entered into a $1.5 billion five-year senior unsecured revolving credit facility that expires in March 2022. This replaces a $1 billion senior unsecured revolving credit facility. As of September 30, 2018, there were no borrowings outstanding.

Refer to Note 10: Long-Term Debt and Lines of Credit for further information.

Long-term Debt

During first quarter 2018, we paid our $62 million7.00 percent debenture at maturity.

Refer to Note 10: Long-Term Debt and Lines of Credit for further information.

Debt Covenants

As of September 30, 2018, Weyerhaeuser Company was in compliance with its debt covenants. There have been no significant changes during third quarter 2018 to the debt covenants presented in our 2017 Annual Report on Form 10-K for our existing long-term debt instruments.

Option Exercises

We received cash proceeds from the exercise of stock options of:

• $52 million in year-to-date 2018; and

• $89 million in year-to-date 2017.

Our average stock price was $35.53 and $33.01 for year-to-date 2018 and 2017, respectively.

Dividend Payments

We paid cash dividends on common shares of:

• $741 million in year-to-date 2018; and

• $699 million in year-to-date 2017.

The increase in dividends paid is primarily due to increases in our quarterly dividend per share from 31 cents per share in first quarter 2017 to 32 cents per share in fourth quarter 2017 and to 34 cents per share in third quarter 2018.

Share Repurchases

We repurchased 8,585,844 shares for $291 million (including transaction fees) during the year-to-date period ended September 30, 2018, under the 2016 Share Repurchase Authorization. We did not repurchase shares during the year-to-date period ended September 30, 2017. There were $18 million of unsettled repurchases as of September 30, 2018 and no unsettled repurchases as of December 31, 2017. Refer to Note 5: Net Earnings Per Share and Share Repurchases for further information.

PERFORMANCE MEASURES

We use Adjusted Earnings before Interest, Taxes, Depreciation, Depletion and Amortization (Adjusted EBITDA) as a key performance measure to evaluate the performance of the consolidated company and our business segments. This measure should not be considered in isolation from and is not intended to represent an alternative to our results reported in accordance with U.S. generally accepted accounting principles (U.S. GAAP). However, we believe Adjusted EBITDA provides meaningful supplemental information for investors about our operating performance, better facilitates period to period comparisons, and is widely used by analysts, lenders, rating agencies and other interested parties.

Our definition of Adjusted EBITDA may be different from similarly titled measures reported by other companies. Adjusted EBITDA, as we define it, is operating income adjusted for depreciation, depletion, amortization, basis of real estate sold, unallocated pension service costs and special items. Adjusted EBITDA excludes results from joint ventures.

30

ADJUSTED EBITDA BY SEGMENT

	QUARTER ENDED						AMOUNT OF CHANGE			YEAR-TO-DATE ENDED						AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2018			SEPTEMBER 2017			2018 VS. 2017			SEPTEMBER 2018			SEPTEMBER 2017			2018 VS.  2017
Adjusted EBITDA by Segment:
Timberlands	$	206		$	220		$	(14	)	$	714		$	684		$	30
Real Estate & ENR	86			74			12			174			154			20
Wood Products	250			278			(28		)	921			759			162
	542			572			(30		)	1,809			1,597			212
Unallocated Items	(37		)	(3		)	(34		)	(123		)	(68		)	(55		)
Adjusted EBITDA	$	505		$	569		$	(64	)	$	1,686		$	1,529		$	157

We reconcile Adjusted EBITDA by segment to "Net earnings" for the consolidated company and to "Operating income" for the business segments, as those are the most directly comparable U.S. GAAP measures for each. The table below reconciles Adjusted EBITDA for the quarter ended September 30, 2018:

DOLLAR AMOUNTS IN MILLIONS	Timberlands		Real Estate & ENR		Wood Products		Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings										$	255
Interest expense, net of capitalized interest										93
Income taxes(1)										(15		)
Net contribution to earnings	$	126	$	36	$	213	$	(42	)	$	333
Non-operating pension and other postretirement benefit cost	—		—		—		17			17
Interest income and other	—		—		—		(13		)	(13		)
Operating income (loss)	126		36		213		(38		)	337
Depreciation, depletion and amortization	80		4		37		1			122
Basis of real estate sold	—		46		—		—			46
Unallocated pension service costs	—		—		—		—			—
Adjusted EBITDA	$	206	$	86	$	250	$	(37	)	$	505

(1) After tax special items included a $41 million tax benefit related to our $300 million pension contribution. There were no pretax special items in third quarter 2018.

31

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
Interest expense, net of capitalized interest											98
Income taxes											(27		)
Net contribution to earnings	$	131	$	47		$	40	$	(17	)	$	201
Non-operating pension and other postretirement benefit cost	—		—			—		16			16
Interest income and other	—		(1		)	—		(11		)	(12		)
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) Special items attributable to Wood Products includes: $190 million of product remediation charges, a $6 million restructuring, impairments and other charges and $5 million of retroactive and prospective countervailing and antidumping duties.

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

The table below reconciles Adjusted EBITDA for the year-to-date period ended September 30, 2018:

DOLLAR AMOUNTS IN MILLIONS	Timberlands		Real Estate & ENR		Wood Products		Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings										$	841
Interest expense, net of capitalized interest										278
Income taxes(1)										80
Net contribution to earnings	$	476	$	83	$	812	$	(172	)	$	1,199
Non-operating pension and other postretirement benefit cost	—		—		—		54			54
Interest income and other	—		—		—		(36		)	(36		)
Operating income (loss)	476		83		812		(154		)	1,217
Depreciation, depletion and amortization	238		11		109		3			361
Basis of real estate sold	—		80		—		—			80
Unallocated pension service costs	—		—		—		—			—
Special items(2)	—		—		—		28			28
Adjusted EBITDA	$	714	$	174	$	921	$	(123	)	$	1,686

(1) After tax special items included a $41 million tax benefit related to our $300 million pension contribution.

(2) Pretax special items include: $25 million product remediation insurance recoveries; $25 million product remediation charges; and $28 million of environmental remediation expense.

32

The table below reconciles Adjusted EBITDA for the year-to-date period ended September 30, 2017:

DOLLAR AMOUNTS IN MILLIONS	Timberlands		Real Estate & ENR			Wood Products		Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings											$	311
Interest expense, net of capitalized interest											297
Income taxes											31
Net contribution to earnings	$	267	$	96		$	389	$	(113	)	$	639
Non-operating pension and other postretirement benefit cost	—		—			—		46			46
Interest income and other	—		(1		)	—		(29		)	(30		)
Operating income (loss)	267		95			389		(96		)	655
Depreciation, depletion and amortization	270		11			108		5			394
Basis of real estate sold	—		48			—		—			48
Unallocated pension service costs	—		—			—		3			3
Special items(1)(2)(3)	147		—			262		20			429
Adjusted EBITDA	$	684	$	154		$	759	$	(68	)	$	1,529

(1) Special items attributable to Timberlands include $147 million of impairment charges related to our Uruguayan operations.

(2) Special items attributable to Wood Products includes: $240 million product remediation charges, $16 million of retroactive and prospective countervailing and antidumping duties and a $6 million restructuring, impairments and other charges.

(3) Special items attributable to Unallocated Items include $20 million of Plum Creek merger-related costs.

CRITICAL ACCOUNTING POLICIES

There have been no significant changes during third quarter 2018 to our critical accounting policies presented in our 2017 Annual Report on Form 10-K.

33

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

LONG-TERM INDEBTEDNESS OBLIGATIONS

The following summary of our long-term indebtedness obligations includes:

• scheduled principal repayments for the next five years and after;

• weighted average interest rates for debt maturing in each of the next five years and after and

• estimated fair values of outstanding obligations.

We estimate the fair value of our debt instruments using quoted market prices we received for the same types and issues of our debt or on the discounted value of the future cash flows using market yields for the same type and comparable issues of debt. Changes in market rates of interest affect the fair value of our fixed-rate debt.

SUMMARY OF LONG-TERM INDEBTEDNESS PRINCIPAL OBLIGATIONS AS OF SEPTEMBER 30, 2018

DOLLAR AMOUNTS IN MILLIONS
	2018			2019			2020			2021			2022			THEREAFTER			TOTAL			FAIR VALUE
Fixed-rate debt(1)(2)	$	—		$	500		$	—		$	719		$	—		$	4,450		$	5,669		$	6,378
Average interest rate	—		%	7.38		%	—		%	5.57		%	—		%	6.39		%	6.37		%	N/A
Variable-rate debt(1)(2)	$	—		$	—		$	—		$	—		$	—		$	225		$	225		$	225
Average interest rate	—		%	—		%	—		%	—		%	—		%	3.84		%	3.84		%	N/A

(1) Excludes $27 million of unamortized discounts, capitalized debt expense and fair value step-up (related to Plum Creek merger).

(2) Does not include nonrecourse debt held by our Variable Interest Entities (VIEs). See Note 7: Special-Purpose Entities in the Notes to Consolidated Financial Statements for further information on our VIEs and the related nonrecourse debt.

CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls are controls and other procedures that are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, to allow timely decisions regarding required disclosure. The company’s principal executive officer and principal financial officer have concluded that the company’s disclosure controls and procedures were effective as of September 30, 2018, based on an evaluation of the company’s disclosure controls and procedures as of that date.

CHANGES IN INTERNAL CONTROLS

No changes occurred in the company’s internal control over financial reporting during third quarter and year-to-date 2018 that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

LEGAL PROCEEDINGS

Refer to Note 12: Legal Proceedings, Commitments and Contingencies.

RISK FACTORS

There have been no material changes with respect to the risk factors disclosed in our 2017 Annual Report on Form 10-K.

34

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following table provides information with respect to purchases of common stock made by the company during third quarter 2018:

COMMON SHARE REPURCHASES DURING THIRD QUARTER	TOTAL NUMBER OF SHARES (OR UNITS) PURCHASED	AVERAGE PRICE PAID PER SHARE (OR UNIT)		TOTAL NUMBER OF SHARES (OR UNITS) PURCHASED AS PART OF PUBLICLY ANNOUNCED PLANS OR PROGRAMS	MAXIMUM NUMBER (OR APPROXIMATE DOLLAR VALUE) OF SHARES (OR UNITS) THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS
July 1 – July 31	2,742,118	$	34.63	2,742,118	$	404,943,899
August 1 – August 31	1,330,428	33.98		1,330,428	359,736,859
September 1 – September 30	4,510,698	33.28		4,510,698	209,612,429
Total repurchases during third quarter	8,583,244	$	33.82	8,583,244	$	209,612,429

During third quarter 2018, we repurchased 8,583,244 shares of common stock for $290 million (including transaction fees) under the 2016 Share Repurchase Authorization. The 2016 Share Repurchase Authorization was approved and announced in November 2015 by our Board of Directors and authorized management to repurchase up to $2.5 billion of outstanding shares. Transaction fees incurred for repurchases are not counted as use of funds authorized for repurchase under the 2016 Share Repurchase Authorization. All common share purchases under the share repurchase program are to be made in open-market transactions. As of September 30, 2018 we had remaining authorization of $210 million for future stock repurchases.

DEFAULTS UPON SENIOR SECURITIES

None.

MINE SAFETY DISCLOSURES

Not applicable.

OTHER INFORMATION

None.

35

EXHIBITS

3.1	Weyerhaeuser Company Amended and Restated Bylaws, as amended through August 23, 2018.
10.1	Severance Agreement between Weyerhaeuser Company and Devin W. Stockfish effective January 1, 2019.
10.2	Retention Agreement between Weyerhaeuser Company and Russell S. Hagen dated as of August 24, 2018.
10.3	Restricted Stock Unit Agreement between Weyerhaeuser Company and Adrian M. Blocker dated as of August 24, 2018.
31	Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
32	Certification pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

36

Signature

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 thereunto duly authorized.

WEYERHAEUSER COMPANY
Date:	October 26, 2018
By:	/s/ Jeanne M. Hillman
	Jeanne M. Hillman
	Vice President and Chief Accounting Officer
	(Principal Accounting Officer)

37

EX-3.1

EXHIBIT 3.1

AMENDED AND RESTATED BYLAWS

OF

WEYERHAEUSER COMPANY

(as amended through August 23, 2018)

ARTICLE I

PRINCIPAL OFFICE

The principal office of this corporation is located at 220 Occidental Avenue South, Seattle, Washington 98104, or such other place as the Board of Directors may determine from time to time.

The registered agent of the corporation is the Secretary of the corporation.

ARTICLE II

SHAREHOLDERS’ MEETINGS

1.(a) The annual meeting of shareholders at which the Directors are elected shall be at such time or place within or without the State of Washington as may be designated by the Board of Directors, for the purpose of electing directors, and for the transaction only of such other business as is properly brought before the meeting, in accordance with these bylaws.

(b) Nominations of persons for election to the Board of Directors and the proposal of other business to be considered by the shareholders may be made at the annual meeting only (i) pursuant to the corporation’s notice of meeting (or any supplement thereto), (ii) by or at the direction of the Board of Directors, or (iii) by a shareholder entitled to vote for the election of directors or such other business at the time of the notice required under Section 1(c) of this Article II, Section 5 of this Article II, or Section 2 of Article III, as applicable, and at the time of the meeting, who has complied with the requirements of Section 1(c) of this Article II, Section 5 of this Article II, or Section 2 of Article III, as applicable.

(c) In addition to any other applicable requirements, for business (other than nominations for the election of directors, which are governed by Section 5 of this Article II and Sections 2 and 3 of Article III) to be properly brought before the annual meeting by a shareholder, the business must be of a nature that is appropriate for consideration at an annual meeting and the shareholder must have given timely notice thereof in writing to the Secretary of the corporation. To be timely, each such notice must be given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the corporation, not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced more than 30 days prior to such anniversary date or delayed more than 70 days after such anniversary date, then to be timely such notice must be so received no earlier than (x) 120 days prior to such annual meeting and no later than (y) the close of business on the later of the 70th day prior to the date of such annual meeting or the tenth day following the day on which public disclosure of the date of the annual meeting was first made by the corporation. In no event shall the adjournment or postponement of the annual meeting, or the public announcement of such adjournment or postponement, commence a new time period (or extend any time period) for the giving of the shareholder’s notice as described above. Each such notice to the Secretary shall set forth as to any business the shareholder proposes to bring before the annual meeting (1) a brief description of such business and the reasons for conducting such business at the annual meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the bylaws of the corporation, the text of the proposed amendment), (2) the name and address of record of the shareholder proposing such business and the name and address of the beneficial owner of shares, if any, on whose behalf the business is being proposed (the “Beneficial Owner”), (3) a representation that the shareholder is a holder of record of shares of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business, (4) the name of each person with whom such shareholder or Beneficial Owner, or any affiliate or associate thereof (as such terms are defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations

1

promulgated thereunder (the “Exchange Act”)) or other person acting in concert therewith, has any agreement, arrangement or understanding (whether written or oral) in connection with the proposed business or for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy given to such person in response to a public proxy or consent solicitation made generally by such person to all holders of shares of the corporation) or disposing of any shares of the corporation or to cooperate in obtaining, changing or influencing the control of the corporation (except independent financial, legal and other advisors acting in the ordinary course of their respective businesses), and a description of each such agreement, arrangement or understanding, and the name of each other person with whom such shareholder or Beneficial Owner, or any affiliate or associate thereof, is acting in concert with respect to the corporation, (5) a description of the material interest of the shareholder, any Beneficial Owner, each affiliate or associate of such shareholder or Beneficial Owner, each person described under clause (4) above and each person (if any) nominated by such shareholder in compliance with Sections 2 and 3 of Article III for election as director to the Board of Directors (each person described in this clause (5), a “Covered Person”) in each item of business described pursuant to clause (1) above, (6) a list of the class or series and number of shares of the corporation that are owned of record or beneficially by each Covered Person and documentary evidence of such record or beneficial ownership, (7) a list of all derivative securities (as defined under Rule 16a-1 under the Exchange Act) and other derivatives or similar arrangements to which any Covered Person is a counterparty and relating to any shares of the corporation, a description of all economic terms of each such derivative securities and other derivatives or similar arrangements and copies of all agreements and other documents relating to each such derivative securities and other derivatives or similar arrangements, (8) a list of all transactions by any Covered Person involving any shares of the corporation or any derivative securities (as defined under Rule 16a-1 under the Exchange Act) or other derivatives or similar arrangements related to any shares of the corporation within 60 days of the date of the notice, (9) all other information that, as of the date of the notice, would be required to be filed on Schedule 13D (including the exhibits thereto) under the Exchange Act, by any Covered Person, regardless of whether such Covered Person has publicly filed or is required to file a Schedule 13D containing such information, and (10) if the shareholder or Beneficial Owner intends to solicit proxies in support of any of such shareholder’s proposals, a representation to that effect. Notwithstanding anything to the contrary, nothing in this Section shall be deemed to affect any rights of shareholders to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act. Notices of shareholder proposals that are, or that the shareholder intends to be, governed by Rule 14a-8 under the Exchange Act are not governed by this Section.

(d) Notwithstanding anything in these bylaws to the contrary, no business shall be transacted at the annual meeting except in accordance with the procedures set forth in this Section; and the presiding officer of any annual meeting of shareholders may refuse to permit any business to be brought before an annual meeting without compliance with the foregoing procedures or if the shareholder or Beneficial Owner solicits proxies in support of such shareholder’s proposal without such shareholder having made the representation required by clause (10) of Section 1(c) of this Article II.

2.(a) Special meetings of shareholders may be called by (i) the Board of Directors pursuant to a resolution adopted by the affirmative vote of a majority of the entire Board of Directors (as defined in Section 1 of Article III) or (ii) upon the written request of the holders of at least 25% of the outstanding voting stock of the corporation entitled to vote on the matter or matters to be brought before the proposed special meeting.

(b) A request for a special meeting shall be delivered personally or sent by registered mail to the Secretary of the corporation at its principal executive offices and shall be signed and dated by each shareholder of record (or a duly authorized agent of such shareholder) requesting the special meeting (each, a “Requesting Shareholder”), and shall include (i) the name and address of each Requesting Shareholder; (ii) the class and number of shares of the corporation beneficially owned by eachRequesting Shareholder; (iii) a statement of the specific purpose or purposes of the special meeting, including the text of any resolutions proposed for consideration and, if the business includes a proposal to amend these Bylaws or the Articles of Incorporation, the language of the proposed amendment; (iv) the information required by Section 1(c) of this Article II or Section 2 of Article III, as applicable; and (v) an acknowledgement by the Requesting Shareholders and the beneficial owners, if any, on whose behalf the special meeting request is being made that a disposition of shares of the corporation’s capital stock

2

owned of record or beneficially as of the date on which the special meeting request in respect of such shares is delivered to the Secretary that is made at any time prior to the special meeting shall constitute a revocation of such special meeting request with respect to such disposed shares.

(c) If the Board of Directors determines that the special meeting request complies with the corporation’s Articles of Incorporation and the provisions of these Bylaws and that the proposal to be considered or business to be conducted is a proper subject for shareholder action under applicable law, the Board of Directors shall call the special meeting for the purpose set forth in the special meeting request and fix the time and place of the special meeting. Special meetings of shareholders shall be held at such time and place as shall be stated in the notice of special meeting solely for such purpose or purposes as may be stated in the notice of said meeting; provided, however, that in the case of a special meeting requested by the shareholders, the date of any such special meeting shall be not later than 90 days after the special meeting request that satisfies the requirements of this Section 2 is received by the Secretary.

3. The Board of Directors may by resolution fix the record date for the determination of shareholders entitled to notice of and to vote at each annual or special meeting of shareholders.

4. Every shareholder shall furnish in writing to the principal transfer agent the post office address at which notice of shareholders’ meetings and any other notices or communications pertaining to the corporation’s affairs or business may be served upon or mailed to such shareholder; and every shareholder shall forthwith advise the principal transfer agent in writing of any change of address.

5. (a) Subject to the provisions of this Section 5, if expressly requested in the relevant Nomination Notice (as defined below), the corporation shall include in its proxy statement for any annual meeting of shareholders:

(i) the names of any person or persons nominated for election to the Board of Directors (each, an “Access Nominee”), which shall also be included on the corporation’s form of proxy and ballot, by any Eligible Holder (as defined below) or group of no more than 20 Eligible Holders that has (individually and collectively, in the case of a group) satisfied, as determined by the Board of Directors, all applicable conditions and complied with all applicable procedures set forth in this Section 5 (such Eligible Holder or group of Eligible Holders being a “Nominating Shareholder”);

(ii) disclosure about each Access Nominee and the Nominating Shareholder required under the rules of the Securities and Exchange Commission (“SEC”) or other applicable law to be included in the proxy statement;

(iii) any statement included by the Nominating Shareholder in the Nomination Notice for inclusion in the proxy statement in support of each Access Nominee’s election to the Board of Directors (subject, without limitation, to Section 5(e)(ii)), if such statement does not exceed 500 words and fully complies with Section 14 of the Exchange Act and the rules and regulations thereunder, including Rule 14a-9 (or any successor rule) (the “Supporting Statement”); and

(iv) any other information that the corporation or the Board of Directors determines, in their discretion, to include in the proxy statement relating to the nomination of each Access Nominee, including, without limitation, any statement in opposition to the nomination, any information provided pursuant to this Section 5 and any solicitation materials or related information with respect to an Access Nominee.

For purposes of this Section 5, any determination to be made by the Board of Directors may be made by the Board of Directors, a committee of the Board of Directors or any officer of the corporation designated by the Board of Directors or a committee of the Board of Directors, and any such determination shall be final and binding on the corporation, any Eligible Holder, any Nominating Shareholder, any Access Nominee and any other person (without any further recourse). The presiding officer of any annual meeting of shareholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall have the power and duty to determine whether an Access Nominee has been nominated in accordance with the requirements of this Section 5 and, if not so nominated, shall direct and declare at the meeting that such Access Nominee shall not be considered.

3

(b) (i) The corporation shall not be required to include in the proxy statement for an annual meeting of shareholders more Access Nominees than that number of directors constituting the greater of (A) two and (B) 20% of the total number of directors of the corporation on the last day on which a Nomination Notice may be submitted pursuant to this Section 5 (rounded down to the nearest whole number) (the “Maximum Number”).

(ii) The Maximum Number for a particular annual meeting shall be reduced by (A) Access Nominees whom the Board of Directors itself decides to nominate for election at such annual meeting; (B) Access Nominees who cease to satisfy, or Access Nominees of Nominating Shareholders that cease to satisfy, the eligibility requirements in this Section 5, as determined by the Board of Directors; (C) Access Nominees whose nomination is withdrawn by the Nominating Shareholder or who become unwilling or unable to serve on the Board of Directors; and (D) the number of incumbent directors who had been Access Nominees with respect to any of the preceding three annual meetings of shareholders and whose reelection at the upcoming annual meeting is being recommended by the Board of Directors.

(iii) In the event that one or more vacancies for any reason occurs on the Board of Directors after the deadline for submitting a Nomination Notice as set forth in Section 5(d) but before the date of the annual meeting, and the Board of Directors resolves to reduce the size of the board, the Maximum Number shall be calculated based on the number of directors in office as so reduced.

(iv) If the number of Access Nominees pursuant to this Section 5 for any annual meeting of shareholders exceeds the Maximum Number because there is more than one Nominating Shareholder, then, promptly upon notice from the corporation, each Nominating Shareholder will select one Access Nominee for inclusion in the proxy statement until the Maximum Number is reached, going in order of the amount (largest to smallest) of the ownership position as disclosed in each Nominating Shareholder’s Nomination Notice (as amended, as applicable), with the process repeated if the Maximum Number is not reached after each Nominating Shareholder has selected one Access Nominee. If, after the deadline for submitting a Nomination Notice as set forth in Section 5(d), a Nominating Shareholder or an Access Nominee ceases to satisfy the eligibility requirements in this Section 5, as determined by the Board of Directors, a Nominating Shareholder withdraws its nomination or an Access Nominee becomes unwilling or unable to serve on the Board of Directors, whether before or after the mailing or other distribution of the definitive proxy statement, then the nomination shall be disregarded, and the corporation (A) shall not be required to include in its proxy statement or on any ballot or form of proxy the disregarded Access Nominee or any successor or replacement nominee proposed by the Nominating Shareholder or by any other Nominating Shareholder and (B) may otherwise communicate to its shareholders, including without limitation by amending or supplementing its proxy statement or ballot or form of proxy, that an Access Nominee will not be included as a nominee in the proxy statement or on any ballot or form of proxy and will not be voted on at the annual meeting.

(c) (i) An “Eligible Holder” is a person who has either (A) been a record holder of the common shares used to satisfy the eligibility requirements in this Section 5(c) continuously for the three-year period specified in subsection (ii) below or (B) provides to the Secretary of the corporation, within the time period referred to in Section 5(d), evidence of continuous ownership of such shares for such three-year period from one or more securities intermediaries in a form that the Board of Directors determines would be deemed acceptable for purposes of a shareholder proposal under Rule 14a-8(b)(2) under the Exchange Act (or any successor rule).

(ii) An Eligible Holder or group of up to 20 Eligible Holders may submit a nomination in accordance with this Section 5 only if the person or group (in the aggregate) has continuously owned at least the Minimum Number (as defined below) of the corporation’s common shares throughout the three-year period preceding and including the date of submission of the Nomination Notice, and continues to own at least the Minimum Number through the date of the annual meeting. Two or more funds that are (A) under common management and investment control, (B) under common management and funded primarily by a single employer, or (C) a “group of investment companies,” as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended, shall be treated as one Eligible Holder if such Eligible Holder provides together with the Nomination Notice documentation reasonably satisfactory to the corporation that demonstrates that the funds meet the criteria set forth in (A), (B) or (C)

4

of this Section 5(c)(ii). In the event of a nomination by a group of Eligible Holders, any and all requirements and obligations for an individual Eligible Holder that are set forth in this Section 5, including the minimum holding period, shall apply to each member of such group; provided, however, that the Minimum Number shall apply to the ownership of the group in the aggregate. Should any member of a group of Eligible Holders ceases to satisfy the eligibility requirements in this Section 5, as determined by the Board of Directors, or withdraw from a group of Eligible Holders at any time prior to the annual meeting of shareholders, the group of Eligible Holders shall only be deemed to own the shares held by the remaining members of the group.

(iii) The “Minimum Number” of the corporation’s common shares means 3% of the number of outstanding common shares as of the most recent date for which such amount is given in any filing by the corporation with the SEC prior to the submission of the Nomination Notice.

(iv) For purposes of this Section 5, an Eligible Holder “owns” only those outstanding shares of the corporation as to which the Eligible Holder possesses both:

(A) the full voting and investment rights pertaining to the shares; and

(B) the full economic interest in (including the opportunity for profit and risk of loss on) such shares;

provided that the number of shares calculated in accordance with clauses (A) and (B) shall not include any shares (1) purchased or sold by such Eligible Holder or any of its affiliates in any transaction that has not been settled or closed, (2) sold short by such Eligible Holder, (3) borrowed by such Eligible Holder or any of its affiliates for any purpose or purchased by such Eligible Holder or any of its affiliates pursuant to an agreement to resell or subject to any other obligation to resell to another person, or (4) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such Eligible Holder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding shares of the corporation, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of (x) reducing in any manner, to any extent or at any time in the future, such Eligible Holder’s or any of its affiliates’ full right to vote or direct the voting of any such shares, or (y) hedging, offsetting, or altering to any degree, gain or loss arising from the full economic ownership of such shares by such Eligible Holder or any of its affiliates.

An Eligible Holder “owns” shares held in the name of a nominee or other intermediary so long as the Eligible Holder retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. An Eligible Holder’s ownership of shares shall be deemed to continue during any period in which the Eligible Holder has delegated any voting power by means of a proxy, power of attorney, or other similar instrument or arrangement that is revocable at any time by the Eligible Holder. An Eligible Holder’s ownership of shares shall be deemed to continue during any period in which the Eligible Holder has loaned such shares, provided that the Eligible Holder has the power to recall such loaned shares on five business days’ notice and continues to hold such shares through the date of the annual meeting. The terms “owned,” “owning” and other variations of the word “own” shall have correlative meanings. Whether outstanding shares of the corporation are “owned” for these purposes shall be determined by the Board of Directors.

(v) No Eligible Holder shall be permitted to be in more than one group constituting a Nominating Shareholder, and if any Eligible Holder appears as a member of more than one group, it shall be deemed to be a member only of the group that has the largest ownership position as reflected in the Nomination Notice.

(d) To nominate an Access Nominee, the Nominating Shareholder must deliver to the Secretary at the principal executive offices of the corporation not less than 120 or more than 150 days before the first anniversary of the date that the corporation first sent its proxy statement for the prior year’s annual meeting of shareholders, all of the following information and documents (collectively, the “Nomination Notice”); provided, however, that if the date of the annual meeting is advanced more than 30 days before or delayed by more than 30 days after such anniversary date, the Nomination Notice shall be given in the manner provided herein not earlier than (x) the 150th day and not later than (y) the close of business on

5

the later of the close of business on the 120th day before such annual meeting or the 10th day following the day on which public disclosure of the date of such meeting is first made:

(i) A Schedule 14N (or any successor form) relating to each Access Nominee, completed and filed with the SEC by the Nominating Shareholder, in accordance with SEC rules;

(ii) A written notice, in a form deemed satisfactory by the Board of Directors, of the nomination of each Access Nominee that includes the following additional information, agreements, representations and warranties by the Nominating Shareholder (including each group member):

(A) the information required with respect to the nomination of directors by a shareholder pursuant to Section 2 of Article III;

(B) the details of any relationship that existed within the past three years and that would have been described pursuant to Item 6(e) of Schedule 14N (or any successor item) if it existed on the date of submission of the Schedule 14N;

(C) a representation and warranty that the Nominating Shareholder acquired the securities of the corporation in the ordinary course of business and did not acquire, and is not holding, any securities of the corporation for the purpose or with the effect of influencing control or changing control of the corporation;

(D) a representation and warranty that each Access Nominee’s candidacy or, if elected, Board of Directors membership would not violate applicable state or federal law or the rules of any stock exchange on which the corporation’s securities are traded;

(E) a representation and warranty that such Access Nominee:

(1) does not have any direct or indirect relationship with the corporation that would cause the Access Nominee not to qualify as independent under the rules of the primary stock exchange on which the corporation’s common shares are traded or as a non-employee director under Rule 16b-3 (or any successor rule) under the Exchange Act;

(2) is not and has not been subject to any event specified in Rule 506(d)(1) of Regulation D (or any successor rule) under the Securities Act of 1933 or Item 401(f) of Regulation S-K (or any successor rule) under the Exchange Act, without reference to whether the event is material to an evaluation of the ability or integrity of such Access Nominee; and

(3) is not a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) and has not been convicted in a criminal proceeding within the past 10 years;

(F) a representation and warranty that the Nominating Shareholder satisfies the eligibility requirements set forth in Section 5(c) and has provided evidence of ownership to the extent required by Section 5(c)(i);

(G) a representation and warranty that the Nominating Shareholder intends to continue to satisfy the eligibility requirements described in Section 5(c) through the date of the annual meeting and a statement regarding the Nominating Shareholder’s intent or lack thereof with respect to continued ownership of the Minimum Number of shares for at least one year following the annual meeting;

(H) details of any position of an Access Nominee related to any competitor (that is, any entity that produces products or provides services that compete with or are alternatives to the products produced or services provided by the corporation or its affiliates) of the corporation, within the three years preceding the submission of the Nomination Notice;

(I) a representation and warranty that the Nominating Shareholder will not engage in or aid or abet a “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act (without reference to the exception in Section 14a-1(l)(2)(iv) of the Exchange Act) (or any successor rules) with respect to the annual meeting, other than with respect to an Access Nominee or any nominee of the Board of Directors;

6

(J) a representation and warranty that the Nominating Shareholder will not use any proxy card other than the corporation’s proxy card in soliciting shareholders in connection with the election of an Access Nominee at the annual meeting;

(K) if desired, a Supporting Statement; and

(L) in the case of a nomination by a group, the designation by all group members of one group member that is authorized to act on behalf of all group members with respect to matters relating to the nomination, including withdrawal of the nomination;

(iii) An executed agreement, in a form deemed satisfactory by the Board of Directors, pursuant to which the Nominating Shareholder (including each group member) agrees:

(A) to comply with all applicable laws, rules and regulations in connection with the nomination, solicitation and election;

(B) to file with the SEC any written solicitation or other communication with the corporation’s shareholders relating to one or more of the corporation’s directors or director nominees or any Access Nominee, regardless of whether any such filing is required under rule or regulation or whether any exemption from filing is available for such materials under any rule or regulation;

(C) to assume all liability (which shall be joint and several with respect to other group members if any) stemming from an action, suit or proceeding concerning any actual or alleged legal or regulatory violation arising out of any communication by the Nominating Shareholder or any of its Access Nominees (or those in active concert or participation with either) with the corporation, its shareholders or any other person in connection with the nomination or election of directors, including, without limitation, the Nomination Notice;

(D) to indemnify and hold harmless (which shall be joint and several with respect to other group members if any) the corporation and each of its current and former directors, officers and employees individually against any liability, loss, damages, expenses or other costs (including attorneys’ fees) incurred in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the corporation or any of its current and former directors, officers or employees arising out of or relating to a failure or alleged failure of the Nominating Shareholder or any of its Access Nominees to comply with, or any breach or alleged breach of, its or their obligations, agreements or representations under this Section 5; and

(E) if any information included in the Nomination Notice or any other communication by the Nominating Shareholder (including with respect to any group member) with the corporation, its shareholders or any other person in connection with the nomination or election ceases to be true and accurate in all material respects (or omits a material fact necessary to make the statements made not misleading), or that the Nominating Shareholder (including any group member) has failed to continue to satisfy the eligibility requirements described in Section 5(c), to promptly (and in any event within 48 hours of discovering such misstatement, omission or failure) notify the corporation and any other recipient of such communication of (1) the misstatement or omission in such previously provided information and of the information that is required to correct the misstatement or omission or (2) such failure; and

(iv) An executed agreement, in a form deemed satisfactory by the Board of Directors, by each Access Nominee:

(A) to provide to the corporation the information required with respect to the nomination of directors pursuant to Section 2(c) of Article III, including but not limited to a completed and signed questionnaire and agreement required by Section 3 of Article III (which shall be provided within the period set forth in this Section 5(d) notwithstanding anything to the contrary set forth in Section 3 of Article III);

(B) to provide to the corporation such other information and certifications as the corporation may reasonably request; and

7

(C) at the reasonable request of the Governance and Corporate Responsibility Committee (or any successor committee or other committee with similar responsibilities), to meet with such committee to discuss matters relating to the nomination of such Access Nominee to the Board of Directors, including the information provided by such Access Nominee to the corporation in connection with his or her nomination and such Access Nominee’s eligibility to serve as a member of the Board of Directors.

The information and documents required by this Section 5(d) to be provided by the Nominating Shareholder shall be (i) provided with respect to and executed by each group member, in the case of information applicable to group members; and (ii) provided with respect to the persons specified in Instruction 1 to Items 6(c) and (d) of Schedule 14N (or any successor item) in the case of a Nominating Shareholder or group member that is an entity. The Nomination Notice shall be deemed submitted on the date on which all the information and documents referred to in this Section 5(d) (other than such information and documents contemplated to be provided after the date the Nomination Notice is provided) have been delivered to or, if sent by mail, received by the Secretary of the corporation.

(e) (i) Notwithstanding anything to the contrary contained in this Section 5, the corporation may omit from its proxy statement any Access Nominee and any information concerning such Access Nominee (including a Nominating Shareholder’s Supporting Statement) and no vote on such Access Nominee will occur (notwithstanding that proxies in respect of such vote may have been received by the corporation), and the Nominating Shareholder may not, after the last day on which a Nomination Notice would be timely, cure in any way any defect preventing the nomination of such Access Nominee, if:

(A) the corporation receives a notice pursuant to Section 2 of Article III that a shareholder intends to nominate a candidate for director at the annual meeting, whether or not such notice is subsequently withdrawn or made the subject of a settlement with the corporation;

(B) the Nominating Shareholder or the designated lead group member, as applicable, or any qualified representative thereof, does not appear at the annual meeting of shareholders to present the nomination submitted pursuant to this Section 5, the Nominating Shareholder withdraws its nomination or the presiding officer of the annual meeting declares that such nomination was not made in accordance with the procedures prescribed by this Section 5 and shall therefore be disregarded;

(C) the Board of Directors determines that such Access Nominee’s nomination or election to the Board of Directors would result in the corporation violating or failing to be in compliance with the Articles of Incorporation of this corporation, these Bylaws or any applicable law, rule or regulation to which the corporation is subject, including any rules or regulations of the primary stock exchange on which the corporation’s common shares are traded;

(D) such Access Nominee was nominated for election to the Board of Directors pursuant to this Section 5 at one of the corporation’s two preceding annual meetings of shareholders and either withdrew, became ineligible or received a vote of less than 25% of the common shares entitled to vote for such Access Nominee;

(E) such Access Nominee has been, at any time within a three-year period prior to the date on which the Secretary actually received the Nomination Notice relating to such Access Nominee’s nomination, an officer or director of a competitor, as defined for purposes of Section 8 of the Clayton Antitrust Act of 1914, as amended; or

(F) the corporation is notified, or the Board of Directors determines, that the Nominating Shareholder has failed to continue to satisfy the eligibility requirements described in Section 5(c), any of the representations and warranties made in the Nomination Notice ceases to be true and accurate in all material respects (or omits a material fact necessary to make the statements made not misleading), such Access Nominee becomes unwilling or unable to serve on the Board of Directors, or any material violation or breach occurs of the obligations, agreements, representations or warranties of the Nominating Shareholder or such Access Nominee under this Section 5.

(ii) Notwithstanding anything to the contrary contained in this Section 5, the corporation may omit from its proxy statement, or may supplement or correct, any information, including all or any portion of the

8

Supporting Statement or any other statement in support of an Access Nominee included in the Nomination Notice, if the Board of Directors determines that:

(A) such information is not true in all material respects or omits a material statement necessary to make the statements made not misleading;

(B) such information directly or indirectly impugns the character, integrity or personal reputation of, or directly or indirectly makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation, with respect to, any person; or

(C) the inclusion of such information in the proxy statement would otherwise violate the SEC proxy rules or any other applicable law, rule, regulation, or listing standard.

The corporation may solicit against, and include in the proxy statement its own statement relating to, any Access Nominee.

(f) Notwithstanding anything to the contrary set forth in Section 2 of Article III (including without limitation the second sentence of Section 2 of Article III and the second to last sentence of Section 2(d) of Article III), subject to the terms, conditions and limitations set forth in this Section 5, (i) this Section shall be an alternative means for a shareholder to nominate a person for election to the Board of Directors, and (ii) a person properly and validly nominated in accordance with this Section shall be eligible for election to the Board of Directors.

ARTICLE III

DIRECTORS

1. The business and affairs of this corporation shall be managed under the direction of a Board of Directors consisting of not fewer than nine (9) nor more than thirteen (13) directors, the exact number to be determined from time to time by resolution adopted by the affirmative vote of a majority of the entire Board of Directors, each director to hold office until his successor shall have been elected and qualified. Notwithstanding the foregoing, in an election to which plurality voting does not apply, the term of a director who does not receive a majority of the votes cast in accordance with Section 4 of this Article III, but who was a director at the time of the election, shall terminate on the date that is the earliest of (i) 90 days from the date of the certification of the election results, (ii) the date on which a person is selected by the Board of Directors to fill the office held by such director, which selection shall be deemed to constitute the filling of a vacancy by the Board of Directors, and (iii) the date on which the director’s resignation is accepted by the Board of Directors. Whenever used in these bylaws, the phrase “entire Board of Directors” shall mean that number of directors fixed by the most recent resolution adopted pursuant to the preceding sentence prior to the date as of which a determination of the number of directors then constituting the entire Board of Directors shall be relevant for any purpose under these bylaws.

2. Subject to the rights of holders of any class or series of stock having a preference over the common shares as to dividends or upon liquidation, nominations for the election of directors may be made by the Board of Directors or a committee appointed by the Board of Directors or by any shareholder entitled to vote generally in the election of directors. However, nominations for the election of directors made by any shareholder entitled to vote generally in the election of directors shall be valid and effective only if written notice of such shareholder’s intent to make such nomination or nominations has been given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the corporation not less than 90 days nor more than 120 days prior to the meeting; provided, however, that in the event that less than 100 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of meeting was mailed or such public disclosure was made, whichever first occurs. Each such notice to the Secretary shall set forth:

(a) all of the information that is required to be included in a notice from a shareholder for bringing other business before the meeting under Section 1(c) of Article II; and

9

(b) any information relating to such shareholder and any Beneficial Owner that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act ; and

(c) as to each person whom the shareholder proposes to nominate for election or re-election as a director:

(i) the name, age, business and residence addresses, and principal occupation or employment of each nominee,

(ii) a description of all agreements, arrangements or understandings (whether written or oral) between or among any of the shareholder, any Beneficial Owner, each nominee and any other person or persons (naming such person or persons) related to the nomination of each nominee that is to be made by the shareholder,

(iii) such other information regarding each nominee proposed by such shareholder as would be required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and serving as a director of the corporation if so elected), and

(iv) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings (whether written or oral) during the past three years, and any other material relationships, between or among such shareholder and Beneficial Owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his respective affiliates and associates, or others acting in concert therewith, on the other hand, including without limitation all information that would be required to be disclosed pursuant to Item 404 promulgated under Regulation S-K if the shareholder making the nomination and any Beneficial Owner or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and

(d) with respect to each nominee for election or re-election to the Board of Directors, the completed and signed questionnaire, representation and agreement required by Section 3 of this Article III. The corporation may require any proposed nominee to furnish such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as an independent director of the corporation or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee. If, after the shareholder has delivered the notice of nominations under this Section, any information required to be contained in such notice as described above changes prior to the date of the relevant meeting, such notice shall be deemed to be not in compliance with this Section and not effective unless such shareholder, within one calendar day of the date of the event causing such change in information, delivers to the Secretary of the corporation an updated notice containing such change. No person nominated by a shareholder of the corporation shall be eligible for election as a director of the corporation unless nominated by such shareholder in accordance with the provisions set forth in Sections 2 and 3 of this Article III. The presiding officer of the meeting may determine that a nomination was not made in accordance with such provisions, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

3. To be eligible to be a nominee for election or reelection as a director of the corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under Section 2 of this Article III) to the Secretary of the corporation at the principal executive offices of the corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request), which agreement shall (a) provide that such person (i) is not and will not become a party to (A) any agreement, arrangement or understanding with, and has not

10

given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the corporation or (B) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the corporation, with such person’s fiduciary duties under applicable law, (ii) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (iii) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the corporation.

4. A nominee for director shall be elected or re-elected to the Board of Directors if the votes cast for such nominee’s election or re-election exceed the votes cast against such nominee’s election or re-election. Shares otherwise present at the meeting, but for which there is an abstention, as to which no authority or direction to vote in the election is given or specified, or whose ballot is marked withheld shall not be deemed to be votes cast. Notwithstanding the foregoing, directors shall be elected by a plurality of the votes cast at any meeting of shareholders for which (i) the Secretary of the corporation has received a notice that a shareholder has nominated a person for election to the Board of Directors in compliance with the advance notice requirements for shareholder nominees for director set forth in the corporation’s bylaws and (ii) such nomination has not been withdrawn by such shareholder on or prior to the expiration of the time fixed in such bylaw for submitting nominations (a “contested election”). If the number of nominees for any election of directors exceeds the number of directors to be elected, the directors shall be elected by a plurality of the votes cast. If directors are to be elected by a plurality of the votes cast, shareholders shall not be permitted to vote against a nominee.

5. In the event that there shall be a vacancy on the Board of Directors, a person may be appointed as a director to fill such vacancy by vote of a majority of the entire Board of Directors. Any director appointed to fill a vacancy on the Board of Directors shall stand for election by the shareholders at the next annual meeting of shareholders.

6. Meetings of the Board of Directors, regular or special, may be held at any place within or without the State of Washington. The times and places for holding meetings of the Board of Directors may be fixed from time to time by resolution of the Board of Directors or (unless contrary to a resolution of the Board of Directors) in the notice of the meeting. Members of the Board of Directors may participate in a meeting of the Board of Directors by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting.

7. The annual meeting of the Board of Directors may be held immediately following the adjournment of the annual meeting of shareholders at the place at which the annual meeting of shareholders is held or at such other time or place fixed by resolution of the Board of Directors.

8. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, the Chief Executive Officer, the President or the Secretary or by any two or more directors. Notice of each special meeting of the Board of Directors shall, if mailed, be addressed to each director at the address designated by him for that purpose or, if none is designated, at his last known address and be mailed on or before the third day before the date on which the meeting is to be held; or such notice shall be sent to each director at such address by telegraph, cable, wireless, telex or other electronic means of transmission, or be delivered to him personally, not later than the day before the date on which such meeting is to be held. Every such notice shall state the time and place of the meeting but need not state the purposes of the meeting, except to the extent required by law. If mailed, each notice shall be deemed given when deposited, with postage thereon prepaid, in a post office or official depository under the exclusive care and custody of the United States Postal Service. Such mailing shall be by first class mail.

11

ARTICLE IV

EXECUTIVE AND OTHER COMMITTEES

1.(a) The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate three or more of their number to constitute an Executive Committee, and shall include therein the Chairman of the Board. The Chairman of the Executive Committee shall be an independent Director. The Executive Committee, except to the extent limited in the aforesaid resolution or by law, shall have and exercise, in the interval between meetings of the Board of Directors, the authority and powers of the Board of Directors in the management of the business of the corporation.

(b) Meetings of the Executive Committee may be held at any time and at any place upon call of the Chairman of the Board or the Secretary or any two members of the Committee. Notice, which need not state the purpose of the meeting, shall be given orally, in writing or by electronic mail or other electronic means not less than 24 hours prior to the time of the holding of said meeting, except that if a meeting is held at a time and place fixed in a resolution of the Executive Committee or the Board of Directors, no notice shall be required. Members of the Executive Committee may participate in a meeting of the Executive Committee by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting.

(c) Three of the members of the Executive Committee, or a majority of the members if a majority is greater than three, shall constitute a quorum for the transaction of business and the act of three of the members of the Executive Committee, or a majority of the members if a majority is greater than three, present at a meeting shall be the act of the Executive Committee. All action taken by the Executive Committee shall be reported to the Board of Directors at the next meeting thereof, unless before such meeting a copy of said minutes shall have been given to each Director.

2.(a) The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, define the powers, authority, and functions of, designate the number of members and name the Chairmen and other members of such other committees of the Board of Directors as the Board shall from time to time determine.

(b) Meetings of such a committee may be had at any time and at any place upon call of the Chairman of the committee, the Chairman of the Board or any other two members of the committee. Notice, which need not state the purpose of the meeting, shall be given orally, in writing or by electronic mail or other electronic means not less than twenty-four hours prior to the time of the holding of said meeting, except that if a meeting is held at a time and place fixed in a resolution of the Committee, or the Board of Directors, no notice shall be required. Members of such committees may participate in a meeting of the committee by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting.

(c) A majority of the members of such a committee shall constitute a quorum of the committee for the transaction of its business and the act of a majority of the members of the committee present at a meeting shall be the act of the committee. All action taken by such a committee shall be reported to the next meeting of the Board of Directors, unless before such meeting a copy of the minutes of the committee meeting shall have been given to each Director.

ARTICLE V

OFFICERS

1. The officers of this corporation shall include those elected by the Board of Directors and those appointed by the Chief Executive Officer. The officers of this corporation to be elected by the Board of Directors shall be: a Chief Executive Officer, a President, one or more Executive Vice Presidents, one or more Senior Vice Presidents, a Secretary, a Treasurer, a General Counsel, a Chief Accounting Officer, and a Director of Taxes. The officers of this corporation which may from time to time be appointed by the

12

Chief Executive Officer shall be the Vice Presidents and such additional officers and assistant officers of this corporation as he may determine.

2. At its annual meeting the Board of Directors shall elect such of the officers of this corporation as are to be elected by it and each such officer shall hold office until the next such annual meeting or until a successor shall have been duly elected and qualified or until his death, resignation, retirement or removal by the Board of Directors. A vacancy in any such office may be filled for the unexpired portion of the term at any meeting of the Board of Directors. Such of the officers of this corporation as are appointed by the Chief Executive Officer shall serve for such periods of time as he may determine or until a successor shall have been appointed or until his death, resignation, retirement or removal from office.

3. Any Director or officer may resign his office at any time. Such resignation shall be made in writing and delivered to and filed with the Secretary, except that a resignation of the Secretary shall be delivered to and filed with the Chief Executive Officer. A resignation so made shall be effective upon its delivery unless some later time, or an effective time determined upon the happening of an event or events, be fixed in the resignation, and then from the date so fixed.

4. The Board of Directors may appoint and remove at will such agents and committees as the business of the corporation shall require, each of whom shall exercise such powers and perform such duties as may from time to time be prescribed or assigned by the Chief Executive Officer, the Board of Directors or by other provisions of these bylaws.

ARTICLE VI

POWERS AND DUTIES OF OFFICERS

1. The Chairman of the Board shall, when present, preside at all meetings of the Board of Directors and the shareholders. The Chairman of the Board, in consultation with the Board of Directors, may advise with and assist the Chief Executive Officer in any possible way, and shall perform such duties as may be assigned to him by the Board of Directors or the Chief Executive Officer.

2. The Chief Executive Officer of the corporation shall be vested with general authority and control of its affairs, and over the officers, agents and employees of the corporation, subject to the Board of Directors. He shall perform all the duties devolving upon him by law as the Chief Executive Officer of the corporation. He shall from time to time report to the Board of Directors any information and recommendations concerning the business or affairs of the corporation that may be proper or needed, and shall see that all orders and resolutions of the Board of Directors are carried into effect, and shall perform such other duties and services, not inconsistent with law or these bylaws, as pertain to his office, or as are required by the Board of Directors.

3.(a) The President, the Executive Vice Presidents, the Senior Vice Presidents and the Vice Presidents shall have and exercise such powers and discharge such duties as may from time to time be conferred upon and delegated to them respectively, by the Chief Executive Officer, or by these bylaws, or by the Board of Directors.

(b) In the absence of the Chief Executive Officer or in the case of his inability to act, the President, or in the absence of the President or in the case of his inability to act, the most senior Executive Vice President present, or in the absence or inability to act of any Executive Vice President, the most senior Senior Vice President present, shall be vested with all the powers and shall perform all the duties of said Chief Executive Officer during his absence or inability to act, or until his successor shall have been elected.

4.(a) The Treasurer shall attend to the collection, receipt and disbursement of all moneys belonging to the corporation. He shall have authority to endorse, on behalf of the corporation, all checks, notes, drafts, warrants and orders, and he shall have custody over all securities of the corporation. He shall have such additional powers and such other duties as he may from time to time be assigned or directed to perform by these bylaws or by the Board of Directors or by the Chief Executive Officer.

13

(b) The Assistant Treasurers, in the order of their seniority, shall have all of the powers and shall perform the duties of the Treasurer in case of the absence of the Treasurer or his inability to act, and shall have such other powers and duties as they may from time to time be assigned or directed to perform.

5.(a) The Secretary shall have the care and custody of the corporate and stock books and the corporate seal of the corporation. He shall attend all meetings of the shareholders, and, when possible, all meetings of the Board of Directors and of the Executive Committee, and shall record all votes and the minutes of all proceedings in books kept for that purpose. He shall sign such instruments in behalf of the corporation as he may be authorized by the Board of Directors or by law to do, and shall countersign, attest and affix the corporate seal to all certificates and instruments where such countersigning or such sealing and attestation are necessary to the true and proper execution thereof. He shall see that proper notice is given of all meetings of the shareholders of which notice is required to be given, and shall have such powers and duties as he may from time to time be assigned or directed to perform by these bylaws, by the Board of Directors or the Chief Executive Officer.

(b) The Assistant Secretaries, in the order of their seniority, shall have all of the powers and shall perform the duties of the Secretary in case of the absence of the Secretary or his inability to act, and shall have such other powers and duties as they may from time to time be assigned or directed to perform.

6. The General Counsel shall attend all meetings of the shareholders and, upon request, meetings of the Board of Directors and the Executive Committee of the corporation, and act as advisor thereof, and shall have general supervision of all legal matters of the corporation, and at all times be subject to the direction of the Chief Executive Officer and the Board of Directors of the corporation.

7.(a) The Chief Accounting Officer of the corporation shall have authority over and custody of the financial and property books and records of the corporation. He shall maintain adequate records of all assets, liabilities and transactions of the corporation; and shall have such additional powers and duties as he may from time to time be assigned or directed to perform by these bylaws or by the Board of Directors or by the Chief Executive Officer.

(b) The Assistant Controllers, in the order of their seniority, shall have all of the powers and shall perform the duties of the Controller in case of the absence of the Controller or his inability to act, and shall have such other powers and duties as they may from time to time be assigned or directed to perform.

ARTICLE VII

CERTIFICATES OF STOCK

1. Shares of the corporation may, but need not be, represented by certificates. All certificates of stock shall be in such form as shall be approved by the Board of Directors, shall be numbered in the order of their issue, shall be dated, shall be signed by the Chairman of the Board, the President, an Executive Vice President, a Senior Vice President, or a Vice President, and by the Secretary or an Assistant Secretary, provided, that where any such certificate is manually countersigned by a Registrar, other than the corporation or its employee, the signatures of the Chairman of the Board, President, Executive Vice President, Senior Vice President, Vice President, Secretary, or Assistant Secretary, and the Transfer Agent upon such certificates may be facsimiles. In case any officer or officers who shall have signed or whose facsimile signature or signatures shall have been used on any such certificate or certificates shall cease to be such officer or officers of the corporation, whether because of death, resignation, or otherwise, before such certificate or certificates shall have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered by the corporation as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures were used thereon had not ceased to be such officer or officers of the corporation.

2. The corporation shall, if and whenever the Board of Directors so determines, maintain one or more transfer offices each in charge of a Transfer Agent designated by the Board of Directors where the shares of the corporation shall be directly transferable; and likewise, one or more registration offices each in charge of a Registrar designated by the Board of Directors where such certificates shall be registered. One person or corporation may be designated as both Transfer Agent and Registrar. When any such

14

transfer and registration office or offices are maintained and the Transfer Agent or Agents and Registrar or Registrars shall have been designated for such office or offices, no certificate for shares of the corporation shall be valid unless countersigned by a Transfer Agent so designated and by a Registrar so designated.

3. Except as otherwise provided in the articles of incorporation or a resolution of the Board of Directors of this corporation, transfer of fractional shares shall not be made upon the records or books of the corporation, nor shall certificates for fractional shares be issued by the corporation.

4. The corporation may issue a new certificate in place of any certificate theretofore issued by it alleged to have been lost or destroyed. The Board of Directors shall require the owner of the lost, destroyed or mutilated certificate, or his legal representative, to give the corporation a bond in such sum and with such surety or sureties as it may direct, to indemnify the corporation against any claim that shall be made against it on account of the alleged loss or destruction of such certificate.

5. The Board of Directors may make such additional rules and regulations, not contrary to law or these bylaws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares and of shares without certificates of the corporation. Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by applicable law.

ARTICLE VIII

CONTRACTS

The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or to execute and deliver any instrument in the name and on behalf of the corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors or by these bylaws, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or undertaking, or to pledge its credit or to render it liable for any purpose or on any account.

ARTICLE IX

FISCAL YEAR

The fiscal year of this corporation shall be the period beginning with the opening of business on January 1 and ending with the close of business on December 31 of each year.

ARTICLE X

CORPORATE SEAL

The corporate seal shall be the one of which an impression is affixed in the left hand margin hereof, bearing the words:

“WEYERHAEUSER COMPANY

CORPORATE SEAL

STATE OF WASHINGTON”

15

ARTICLE XI

NOTICES AND WAIVERS

1. Whenever notice is required under these bylaws or by statute, and such notice is given by mail, the time of giving such notice shall be deemed to be the time when the same is placed in the United States mail, first class postage prepaid, and addressed to the party to be notified, at his last known address.

2. Any shareholder, officer, director or member of the Executive Committee may waive at any time any notice required to be given under these bylaws, either by separate writing or directly upon the face of the records.

ARTICLE XII

INDEMNIFICATION

1. This corporation shall indemnify any person who was or is a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, by reason of the fact that the person is or was a director, officer or employee, or who is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan (hereinafter an “indemnitee”) against judgments, penalties, fines, settlements and reasonable expenses actually incurred by the person in connection with such action, suit or proceeding to the fullest extent and in the manner set forth in and permitted by the Business Corporation Act of the State of Washington, and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which the person may be entitled apart from the foregoing provisions. For purposes of this Article XII, “director, officer or employee” shall include persons who hold such positions in this corporation or in a wholly owned subsidiary, or hold, at the written request of an officer of this corporation, an equivalent position in another enterprise. The rights granted by this Article XII shall apply whether or not the person continues to be a director, officer or employee at the time liability or expense is incurred and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Notwithstanding any amendment or repeal of this Section, or of any amendment or repeal of the any of the procedures that may be established by the Board pursuant to this Section, any indemnitee shall be entitled to indemnification in accordance with the provisions of these Bylaws and those procedures with respect to any acts or omissions of the indemnitee occurring prior to the amendment or repeal. The right to indemnification conferred in this Section shall be a contract right.

2. The right to indemnification conferred in this Article XII shall include the right to be paid by this corporation the expenses incurred in defending any proceeding in advance of its final disposition (hereinafter an “advancement of expenses”). An advancement of expenses shall be made upon delivery to this corporation of a written affirmation of the indemnitee of the indemnitee’s good faith belief that the indemnitee has met the standard of conduct described in RCW 23B.08.510 and an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined that the indemnitee did not meet the standard of conduct.

3. This corporation shall have power to the fullest extent permitted by the Business Corporation Act of the State of Washington to purchase and maintain insurance on behalf of any person who is, or was, a director, officer, employee or agent of this corporation or is or was serving at the request of this corporation as an officer, director, employee or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan against any liability asserted against him or incurred by him in any such capacity or arising out of his status as such, whether or not this corporation would have the power to indemnify the person against such liability under the provisions of Section 1 of this Article XII or under the Business Corporation Act of the State of Washington or any other provision of law.

16

ARTICLE XIII

AMENDMENT OF BYLAWS

These bylaws may be altered, amended or repealed or new bylaws enacted by (a) the affirmative vote of a majority of the entire Board of Directors (if notice of the proposed alteration or amendment is contained in the notice of the meeting at which such vote is taken or if all directors are present) or (b) at any regular meeting of the shareholders (or at any special meeting thereof duly called for that purpose) by the affirmative vote of a majority of the shares represented and entitled to vote at such meeting (if notice of the proposed alteration or amendment is contained in the notice of such meeting); provided, however, that Article III of these bylaws may be amended only by the affirmative vote of a majority of the shares represented and entitled to vote at any regular meeting of the shareholders or at any special meeting thereof duly called for that purpose, the notice of which special meeting shall include the form of the proposed alteration or repeal or of the proposed new bylaws, or a summary thereof, except that any amendment required by law or necessary or desirable to cure an administrative or technical deficiency may be made as provided in (a) or (b) above; and provided, further, that Article III of these bylaws shall be superseded and preempted by an amendment to the articles of incorporation of this corporation establishing majority voting requirements for the election of directors. If any provision of these bylaws is or becomes inconsistent with any provision of the articles of incorporation, the Business Corporation Act of the State of Washington or any other law, such provision of these bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

17

EX-10.1

EXHIBIT 10.1

Executive Severance Agreement
(Tier I)

Weyerhaeuser Company

Contents

Article 1.	Term of This Agreement	1
Article 2.	Definitions	1
Article 3.	Participation and Continuing Eligibility under this Agreement	3
Article 4.	Severance Benefits	3
Article 5.	Form and TIming of Severance Benefit	5
Article 6.	The Company's Payment Obligations	6
Article 7.	Dispute Resolution	6
Article 8.	Outplacement Assistance	7
Article 9.	Successors and Assignment	7
Article 10.	Section 409A	7
Article 11.	Miscellaneous	8

- i -

Weyerhaeuser CompanyDevin W. Stockfish (Executive)
Severance Agreement (Tier I)

THIS EXECUTIVE SEVERANCE AGREEMENT (Tier I) is made and entered into by and between Weyerhaeuser Company (hereinafter referred to as the “Company”) and Devin W. Stockfish (hereinafter referred to as the “Executive”) shall be effective January 1, 2019, or such other date on which Mr. Stockfish assumes the position of president and chief executive officer of the Company (“Effective Date”).

Article 1.    Term of This Agreement

This Agreement shall commence on the Effective Date and shall terminate on December 31, 2019; provided, however, that commencing on December 31, 2019 and each December 31 thereafter, the term of this Agreement shall be automatically extended for one additional year unless, not later than thirty (30) calendar days prior to such December 31, the Company or Executive shall have given notice that such party does not wish to extend the term of this Agreement.

Article 2.    Definitions

Whenever used in this Agreement, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized:

(a)    “Agreement” means this Executive Severance Agreement (Tier I).

(b)    “Base Salary” means the salary of record paid to the Executive as annual salary, excluding amounts received under incentive or other bonus plans, whether or not deferred.

(c)    “Beneficiary” means the persons or entities designated or deemed designated by an Executive pursuant to Section 11.2.

(d)    “Board” means the Board of Directors of the Company.

(e)    “Cause” means the Executive’s:

(i)    Willful and continued failure to perform substantially the Executive’s duties with the Company after the Company delivers to the Executive written demand for substantial performance specifically identifying the manner in which Executive has not substantially performed the Executive’s duties;

(ii)    Conviction of a felony; or

(iii)    Willfully engaging in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

For purposes of this Section 2(e), no act or omission by the Executive shall be considered “willful” unless it is done or omitted in bad faith or without reasonable belief that the Executive’s

-1-

action or omission was in the best interests of the Company. Any act or failure to act based upon (A) authority given pursuant to a resolution duly adopted by the Board or (B) advice of counsel for the Company shall be conclusively presumed to be done or omitted to be done by the Executive in good faith and in the best interests of the Company. For purposes of subsections (i)-(iii) above, the Executive shall not be deemed to be terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board) finding that in the good faith opinion of the Board, the Executive is guilty of the conduct described in subsection (i) or (iii) above and specifying the particulars thereof in detail.

(f)    “CIC” of the Company shall have the definition set forth in the CIC Agreement.

(g)    “CIC Agreement” means the Executive Change in Control Agreement between the Company and the Executive, as such agreement may be amended, supplemented or otherwise modified from time to time, or, if such agreement is no longer in effect, any successor agreement thereto.

(h)    “Code” means the United States Internal Revenue Code of 1986, as amended.

(i)    “Committee” means the Compensation Committee of the Board, or any other committee appointed by the Board to perform the functions of the Compensation Committee.

(j)    “Company” means Weyerhaeuser Company, a Washington corporation (including any and all subsidiaries), or any successor thereto as provided in Article 9.

(k)    “Disability” shall have the meaning ascribed to it in the Company’s Retirement Plan for Salaried Employees, or in any successor to such plan.

(l)    “Effective Date” shall have the meaning ascribed to it in the preamble to this Agreement.

(m)    “Effective Date of Termination” means the date on which a Qualifying Termination occurs that triggers the payment of Severance Benefits hereunder.

(n)    “Executive” means a key executive of the Company who has been presented with and signed this Agreement.

(o)    “Non-Competition and Release Agreement” is an agreement, in substantially the form attached hereto in Annex A, executed by and between the Executive and the Company as a condition to the Executive’s receipt of Severance Benefits.

(p)    “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d).

(q)    “Qualifying Termination” means any of the events described in Section 4.2, the occurrence of which triggers the payment of Severance Benefits under Section 4.3.

-2-

(r)    “Retirement” shall mean early or normal retirement under the Company’s Retirement Plan for Salaried Employees.

(s)    “Severance Benefits” means Severance Benefits described in Section 4.3.

Article 3.    Participation and Continuing Eligibility under this Agreement

3.1    Participation. Subject to Section 3.2, as well as the remaining terms of this Agreement, the Executive shall remain eligible to receive benefits hereunder during the term of this Agreement.

3.2    Removal From Coverage. In the event the Executive’s job classification is reduced below the minimum level required for eligibility to continue to be covered by severance protection as determined at the sole discretion of the Committee, the Committee may remove the Executive from coverage under this Agreement. Such removal shall be effective three (3) months after the date the Company notifies the Executive of such removal.

Article 4.    Severance Benefits

4.1    Right to Severance Benefits.

(a)    Subject to Section 4.1(b), the Executive shall be entitled to receive from the Company Severance Benefits, if the Executive’s employment with the Company shall end for any reason specified in Section 4.2, and the Executive is not (i) offered Comparable Employment by the Company or any subsidiary or affiliate of the Company whether in a salaried, hourly, temporary or full-time capacity, or (ii) offered a contract to serve as a consultant or contractor by the Company or any subsidiary or affiliate of the Company containing terms and conditions reasonably deemed to be Comparable Employment, or (iii) offered Comparable Employment or a contract to serve as a consultant or contractor by an entity acquiring assets of the Company or the business in which the Executive was employed containing terms and conditions reasonably deemed to be Comparable Employment.

(b)    If the Executive’s employment with the Company is terminated as a result of the acquisition (either through the sale of assets or the sale of stock) or the outsourcing of the services previously provided internally by Company employees of the unit in which the Executive was employed, and the Executive is offered Comparable Employment by the acquiring entity, the Executive is not eligible to receive Severance Benefits hereunder.

The Executive is not eligible to receive both severance benefits under the CIC Agreement and Severance Benefits hereunder. Accordingly, if the Executive receives severance benefits under the CIC Agreement, he shall not receive Severance Benefits hereunder. However, if the Executive suffers a Qualifying Termination, and if the Company has undergone a CIC such that the Executive’s Effective Date of Termination falls within the window period described in Section 4.2 of the CIC Agreement, the Executive’s total Severance Benefits shall equal the amounts described as severance benefits under the CIC Agreement (potentially requiring additional payments to the extent the amounts already paid as Severance Benefits hereunder do not equal the amounts payable as severance benefits under the CIC Agreement).

-3-

(c)    Comparable Employment for purposes of paragraphs 4.1(a) and (b) above means employment terms that do not:

(i)    result in a material reduction in the Executive’s authority, duties or responsibilities existing immediately prior to the termination;

(ii)    require the Executive to be based at a location that is at least 50 miles farther from the Executive’s primary residence immediately prior to the termination than is such residence from the Executive’s business location immediately prior to the termination, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business obligations immediately prior to the termination;

(iii)    include a material reduction in the Executive’s annual salary, benefits coverage in the aggregate, or level of participation in the Company’s short- or long-term incentive compensation plans available to the Executive immediately prior to the termination; provided, however, that the reductions in the level of benefits coverage or participation in incentive compensation plans shall be considered to be Comparable Employment if such reductions are substantially consistent with the average level of benefits coverage or participation in incentive plans of other executive officers with positions commensurate with the Executive’s position at the Company, its subsidiary or the acquiring company.

4.2    Qualifying Termination. An involuntary termination of the Executive’s employment by the Company, authorized by the Company’s Senior Vice President of Human Resources, for reasons other than Cause, mandatory Retirement under the Company’s applicable policies, or the Executive’s death, Disability, or voluntary termination of employment (whether by Retirement or otherwise) at any time other than within twenty-four (24) full calendar months following the effective date of a CIC shall trigger the payment of Severance Benefits to the Executive under this Agreement.

4.3    Description of Severance Benefits. Subject to the conditions of Section 4.6, in the event that the Executive becomes entitled to receive Severance Benefits, as provided in Sections 4.1 and 4.2, the Company shall pay to the Executive and provide him with the following:

(a)    An amount equal to two (2) times the highest rate of the Executive’s annualized Base Salary rate in effect at any time up to and including the Effective Date of Termination.

(b)    An amount equal to two (2) times the Executive’s target annual bonus established for the bonus plan year in which the Executive’s Effective Date of Termination occurs.

(c)    An amount equal to the Executive’s unpaid Base Salary and accrued vacation pay through the last day the Executive worked.

(d)    An amount equal to the Executive’s unpaid actual annual bonus, paid for the plan year in which the Executive’s Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of days completed in then-existing fiscal year through the Effective Date of Termination and the denominator of which is three hundred sixty-five (365). Any payments hereunder are in lieu of bonuses otherwise payable under the Company’s applicable annual incentive plans.

-4-

(e)    A lump sum payment of ten thousand dollars ($10,000) (net of required payroll and income tax withholding) in order to assist the Executive in paying for replacement health and welfare coverage for a reasonable period following the Executive’s Effective Date of Termination.

4.4    Termination for Cause or by the Executive. If the Executive’s employment is terminated either (i) by the Company for Cause or (ii) by the Executive,the Company shall pay the Executive his full Base Salary and accrued vacation through the last day worked, at the rate then in effect, plus all other amounts to which the Executive is entitled under any compensation plans of the Company, at the time such payments are due, and the Company shall have no further obligations to the Executive under this Agreement.

4.5    Notice of Termination. Any termination by the Company under this Article 4 shall be communicated by a Notice of Termination, which shall be delivered to the Executive no later than the Effective Date of Termination, unless the Executive is terminated for Cause, in which case no Notice of Termination is required. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice that shall indicate the specific termination provision in this Agreement relied upon, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.

4.6    Delivery of Non-Competition and Release Agreement. The paymentof Severance Benefits is conditionedon the Executive’s timely execution of the Non-Competition and Release Agreement. The Company will deliver the Non-Competition and Release Agreement when it provides a Notice of Termination to the Executive.The Non-Competition and Release Agreement shall be deemed effective upon the expiration of the required waiting periods under any applicable state and/or federal laws, as more specifically described therein.

To support the enforcement of the Non-Competition and Release Agreement, the parties agree that the minimum value of the Non-Competition and Release Agreement at the time this Agreement was entered into was at least 1.5 times the Executive’s Base Salary which has been built into the severance formula contained in Section 4.3.

4.7    Removal From Representative Boards. In the event the terminating Executive occupies any board of directors seats solely as a Company representative, as a condition to receiving the severance set forth in Section 4.3, the Executive shall immediately resign such position upon his termination of employment with the Company and in any event by the deadline for returning the Non-Competition and Release Agreement described in Section 4.6, unless specifically requested in writing by the Company otherwise.

Article 5.    Form and Timing of Severance Benefits

5.1    Form and Timing of Severance Benefits. The Severance Benefits described in Sections 4.3(a), (b), (c) and (e) shall be paid in cash to the Executive in a single lump sum, subject to the Non-Competition and Release Agreement described in Section 4.6, as soon as practicable following the Effective Date of Termination, but in no event beyond thirty (30) days from the later of the Effective Date of Termination and the successful expiration of the waiting periods described in Section 4.6 and in no event later than the payment deadline for short-term deferrals under Treas. Reg.

-5-

§ 1.409A-1(b)(4) (or any successor provision). The Severance Benefit described in Section 4.3(d) shall be paid in cash to the Executive in a single lump sum, subject to the Non-Competition and Release Agreement described in Section 4.6, as soon as practicable following the end of the year in which the Executive’s Effective Date of Termination occurs and in no event later than the payment deadline for short-term deferrals under Treas. Reg. § 1.409A-1(b)(4) (or any successor provision), subject to any deferral election by the Executive under an available deferred compensation plan that is applicable to such amount.

5.2    Withholding of Taxes. The Company shall be entitled to withhold from any amounts payable under this Agreement all taxes as legally shall be required (including, without limitation, any United States federal taxes and any other state, city, or local taxes).

Article 6.    The Company’s Payment Obligation

6.1    Payment Obligations Absolute. Except as provided in this Article 6 and in Article 7, the Company’s obligation to make the payments and the arrangements provided for herein shall be absolute and unconditional, and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right that the Company may have against the Executive or anyone else. All amounts payable by the Company hereunder shall be paid without notice or demand. Except as provided in this Article 6 and in Article 7, each and every payment made hereunder by the Company shall be final, and the Company shall not seek to recover all or any part of such payment from the Executive or from whosoever may be entitled thereto, for any reasons whatsoever.

6.2    Contractual Rights to Benefits. Subject to Sections 3.2 and 6.3, this Agreement establishes and vests in the Executive a contractual right to the benefits to which he may become entitled hereunder. However, nothing herein contained shall require or be deemed to require, or prohibit or be deemed to prohibit, the Company to segregate, earmark, or otherwise set aside any funds or other assets, in trust or otherwise, to provide for any payments to be made or required hereunder.

6.3    Forfeiture of Severance Benefits and Other Payments. Notwithstanding any other provision of this Agreement to the contrary, if it is determined by the Company that the Executive has violated any of the restrictive covenants contained in the Executive’s Non-Competition and Release Agreement, the Executive shall be required to repay to the Company an amount equal to the economic value of all Severance Benefits and other payments already provided to the Executive under this Agreement and the Executive shall forever forfeit the Executive’s rights to any unpaid Severance Benefits and other payments hereunder. Additional forfeiture provisions may apply pursuant to other agreements and policies between the Executive and the Company, and any such forfeiture provisions shall remain in full force and effect.

Article 7.    Dispute Resolution

7.1    Claims Procedure. The Executive may file a written claim with the Company’s Senior Vice President of Human Resources, who shall consider such claim and notify the Executive in writing of his decision with respect thereto within ninety (90) days (or within such longer period not to exceed one hundred eighty (180) days, as the Senior Vice President of Human Resources determines is necessary to review the claim, provided that the Senior Vice President of Human Resources notifies the Executive in writing of the extension within the original ninety (90) day period). If the claim is denied, in whole or in part, the Executive may appeal such denial to the

-6-

Committee, provided the Executive does so in writing within sixty (60) days of receiving the determination by the Senior Vice President of Human Resources. The Committee shall consider the appeal and notify the Executive in writing of its decision with respect thereto within sixty (60) days (or within such longer period not to exceed one hundred twenty (120) days as the Committee determines is necessary to review the appeal, provided that the Committee notifies the Executive in writing of the extension within the original sixty (60) day period).

7.2    Finality of Determination. The determination of the Committee with respect to any question arising out of or in connection with the administration, interpretation, and application of this Agreement shall be final, binding, and conclusive on all persons and shall be given the greatest deference permitted by law.

Article 8.    Outplacement Assistance

Following a Qualifying Termination (as described in Section 4.2), the Executive shall be reimbursed by the Company for the costs of all outplacement services obtained by the Executive within the two (2) year period after the Effective Date of Termination; provided, however, that the total reimbursement shall be limited to twenty thousand dollars ($20,000) and shall be completed by the end of the calendar year in which such two (2) year period expires.

Article 9.    Successors and Assignment

9.1    Successors to the Company. This Agreement shall be binding on the successors of the Company.

9.2    Assignment by the Executive. This Agreement shall inure to the benefit of and be enforceable by each the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Executive dies while any amount would still be payable to him hereunder had he continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s Beneficiary. If the Executive has not named a Beneficiary, then such amounts shall be paid to the Executive’s devisee, legatee, or other designee, or if there is no such designee, to the Executive’s estate.

Article 10.    Section 409A

All Severance Benefits and reimbursements payable under this Agreement are intended to comply with the “short term deferral” exception specified in Treas. Reg. § 1.409A-1(b)(4) (or any successor provision), or otherwise be excepted from coverage under Section 409A of the Code (“Section 409A”). Notwithstanding the foregoing sentence, to the extent an exception is not available and the Executive must be treated as a “specified employee” within the meaning of Section 409A, any such amounts payable in cash and due to the Executive on or within the six (6) month period following the Executive’s separation from service (as defined for purposes of Section 409A) will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of the Executive’s separation from service; provided, however, that such payments will be paid earlier, at the times and on the terms set forth in the applicable provisions of this Agreement, if the Company reasonably determines that the imposition of additional tax under Section 409A will not apply to an earlier payment of such payments. In addition, this Agreement will be interpreted, operated, and administered by the Company to the extent deemed reasonably necessary to avoid imposition of any additional tax or

-7-

income recognition prior to actual payment to the Executive under Section 409A, including any temporary or final treasury regulations and guidance promulgated thereunder.

Article 11.    Miscellaneous

11.1    Employment Status. Except as may be provided under any other agreement between the Executive and the Company, the employment of the Executive by the Company is “at will,” and may be terminated by either the Executive or the Company at any time, subject to applicable law.

11.2    Beneficiaries. The Executive may designate one or more persons or entities as the primary and/or contingent Beneficiaries of any Severance Benefits owing to the Executive under this Agreement. Such designation must be in the form of a signed writing acceptable to the Committee and pursuant to such other procedures as the Committee may decide. If no such designation is on file with the Company at the time of the Executive’s death, or if no designated Beneficiaries survive the Executive for more than fourteen (14) days, any Severance Benefits owing to the Executive under this Agreement shall be paid to the Executive’s estate.

11.3    Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural.

11.4    Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included. Further, the captions of this Agreement are not part of the provisions hereof and shall have no force and effect.

11.5    Modification. Except as provided in Article 1 and Section 3.2, no provision of this Agreement may be modified, waived, or discharged following the Effective Date of Termination unless such modification, waiver, or discharge is agreed to in writing and signed by the Executive and by an authorized member of the Committee, or by the respective parties’ legal representatives and successors.

11.6    Effect of Agreement. This Agreement shall completely supersede and replace any and all portions of any contracts, plans, provisions, or practices pertaining to severance entitlements owing to the Executive from the Company other than the CIC Agreement, and is in lieu of any notice requirement, policy, or practice. As such, the Severance Benefits described herein shall serve as the Executive’s sole recourse with respect to termination of employment by the Company other than a termination that entitles the Executive to severance benefits under the terms of the CIC Agreement. In addition, Severance Benefits shall not be counted as “compensation,” or any equivalent term, for purposes of determining benefits under other agreements, plans, provisions, or practices owing to the Executive from the Company, except to the extent expressly provided therein. Except as otherwise specifically provided for in this Agreement, the Executive’s rights under all such agreements, plans, provisions, and practices continue to be subject to the respective terms and conditions thereof.

11.7    Applicable Law. To the extent not preempted by the laws of the United States, the laws of the state of Washington shall be the controlling law in all matters relating to this Agreement.

-8-

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates appearing below.

Weyerhaeuser Company By: /s/ Denise Merle Name: Denise Merle Its: Senior Vice President and Chief Administration Officer Date: August 24, 2018 Executive By: /s/ Devin W. Stockfish Name: Devin W. Stockfish Date: August 24, 2018

-9-

ANNEX A

NON-COMPETITION AND RELEASE AGREEMENT
FOR THE EXECUTIVE SEVERANCE AGREEMENT (TIER I)

1. Parties.

The parties to this Non-Competition and Release Agreement are Devin W. Stockfish (the “Executive”), and WEYERHAEUSER COMPANY, a Washington corporation, and all successors thereto (“Company”).

2. Date.

The date of this Non-Competition and Release Agreement (this “Release Agreement”) is ________________________, 20___ (the “Date of this Agreement”).

3. Recitals.

Executive’s employment with Company is ending. Executive is a participant in the Weyerhaeuser Company Executive Severance Agreement (Tier I) (“Severance Agreement”) and is eligible for Severance Benefits under the Severance Agreement on condition Executive executes a non-competition and release agreement. This Release Agreement sets forth the terms of Executive’s severance from Company.

4. Defined Terms.

When defined terms from the Severance Agreement are used herein, they shall have the same definitions as provided in Article 2 of the Severance Agreement.

5. Termination of Employment.

Effective ________________________, 20___, Executive’s employment with Company shall terminate (“Termination Date”). Executive shall resign all positions with Company, whether as an officer, employee, or agent, in each case effective on the Termination Date.

6. Payments.

Upon expiration of the Revocation Period, defined below, without exercise of the right to revoke, Executive shall receive or be entitled to receive the Severance Benefits and other payments to the extent set forth in the Severance Agreement, including, but not limited to, the forfeiture provisions of Section 6.3 thereof.

A-1

7. Release.

Executive hereby releases Company, and all successors, subsidiaries, and affiliates of Company, and all officers, directors, employees, agents, and shareholders of Company, and each of them, from any and all claims, liability, demands, rights, damages, costs, attorneys’ fees, and expenses of whatever nature that exist as of the date of execution of this Release Agreement, whether known or unknown, foreseen or unforeseen, asserted or unasserted, including, but not limited to, all claims arising out of Executive’s employment and/or Executive’s termination from employment, and including all claims arising out of applicable state and federal laws, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974, state and federal Family Leave Acts, and any other applicable tort, contract, or other common law theories; provided, however, that this release shall not extend to any compensatory payments or other benefits due to Executive following the expiration of the Revocation Period pursuant to the terms and conditions of any applicable benefit plans, programs and agreements maintained by Company for the benefit of Executive or to which Company and Executive are parties.

8. Confidentiality Agreement.

8.1Company’s Confidential Information. During the course of performing Executive’s duties as a Company employee, Executive was exposed to and acquired Company’s Confidential Information. As used herein, “Confidential Information” refers to any and all information of a confidential, proprietary, or trade secret nature that is maintained in confidence by Company for the protection of its business. Confidential Information includes, but is not limited to, Company’s information about or related to (i) any current or planned products, (ii) research and development or investigations related to prospective products, (iii) proprietary software and systems, (iv) suppliers or customers, (v) cost information, profits, sales information, and accounting and unpublished financial information, (vi) business and marketing plans and methods, and (vii)  any other information not generally known to the public that, if misused or disclosed to a competitor, could reasonably be expected to adversely affect the Company.

8.2    Nondisclosure of Confidential Information. Executive acknowledges that the Confidential Information is a special, valuable, and unique asset of Company. Executive agrees to keep in confidence and trust all Confidential Information for so long as such information (i) is not generally known to the public or to persons outside Company who could obtain economic value from its use and (ii) is subject to efforts by Company that are reasonable under the circumstances to maintain its secrecy. Executive agrees that Executive will not directly or indirectly use the Confidential Information for the benefit of Executive or any other person or entity.

9. Nonsolicitation.

9.1     Nonsolicitation of Employees.Executive agrees that for a period of two (2) years following the Termination Date, Executive shall not directly or indirectly solicit or attempt to induce any employee of Company, any successor corporation, or a subsidiary of Company to work for Executive or any competing company or competing business organization.

9.2    Nonsolicitation of Customers and Vendors. Executive agrees that for a period of two (2) years following the Termination Date, Executive shall not directly or indirectly solicit or attempt to induce any customer, vendor, or supplier of Company to end its relationship with Company and/or conduct business with Executive or any entity in which Executive has a financial interest.

A-2

10. Non-competition.

Executive agrees that for a period of one (1) year following the Termination Date, Executive shall not directly or indirectly, whether as an employee, officer, director, shareholder, agent, or consultant, engage or participate in any business that competes with Company, provided that nothing in this Section 10 shall preclude Executive from (i) performing any services on behalf of an investment banking, commercial banking, auditing, or consulting firm or (ii) investing five percent (5%) or less in the common stock of any publicly traded company, provided such investment does not give Executive the right or ability to control or influence the policy decisions of any competing business.

11. Review and Rescission Rights.

Executive has forty-five (45) days from the Date of this Agreement (the “Review Period”) within which to decide whether to sign this Release Agreement. If Executive signs this Release Agreement, Executive may revoke this Release Agreement if, within seven (7) days after signing (the “Revocation Period”), Executive delivers notice in writing to an Executive Compensation Manager of Company.

This Release Agreement will not become effective, and the Severance Benefits dependent on the execution of this Release Agreement will not become payable, until this Release Agreement is signed, the Revocation Period expires, and Executive has not exercised the right to revoke this Release Agreement.

Executive may sign this Release Agreement prior to the end of the forty-five (45) day Review Period, thereby commencing the seven (7) day Revocation Period. Whether Executive decides to sign before the end of the Review Period is entirely up to Executive.

Executive will receive the same severance payments regardless of when Executive signs this Release Agreement, as long as Executive signs prior to the end of the Review Period and does not revoke this Release Agreement.

Executive acknowledges that Executive’s release of rights is in exchange for Severance Benefits to which Executive otherwise legally would not be entitled.

12. Advice of Counsel.

Executive acknowledges that Executive has been advised to consult with an attorney before signing this Release Agreement.

13. Disputes.

Any dispute or claim that arises out of or relates to this Release Agreement shall be resolved in accordance with the provisions of Article 7 of the Severance Agreement. Notwithstanding the provisions of this Section 13, any claim by Company for injunctive relief under the provisions of Section 8, 9, or 10 herein, or any subparts thereof, shall not be subject to the terms of this Section 13.

A-3

14. Governing Law; Venue.

To the extent not preempted by the laws of the United States, Washington law governs this Release Agreement, notwithstanding its choice of law rules. Each of the parties submits to the exclusive jurisdiction of any state or federal court sitting in King County, Washington in any action or dispute arising out of or relating to this Release Agreement and agrees that all claims in respect of such action or dispute may be heard and determined in any such court. Each party also agrees not to bring any action or proceeding arising out of or relating to this Release Agreement in any other court. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or dispute so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto.

15. Entire Agreement.

All of the parties’ agreements, covenants, representations, and warranties, express or implied, oral or written, concerning the subject matter of this Release Agreement are contained in this Release Agreement. All prior and contemporaneous conversations, negotiations, agreements, representations, covenants, and warranties concerning the subject matter of this Release Agreement are merged into this Release Agreement. This is an integrated agreement.

16. Miscellaneous.

The benefits and obligations of this Release Agreement shall inure to the successors and assigns of the parties. The parties acknowledge that the only consideration for this Release Agreement is the consideration expressly described herein, that each party fully understands the meaning and intent of this Release Agreement, that this Release Agreement has been executed voluntarily, and that the terms of this Release Agreement are contractual.

17. Severability.

Executive agrees that each provision in this Release Agreement will be treated as a separate and independent clause, and the enforceability of any one clause will in no way impair the enforceability of any of the other clauses in this Release Agreement. Moreover, if one or more of the provisions contained in this Release Agreement, whether for the benefit of Executive or Company, are for any reason held to be excessively broad as to scope, activity, or subject so as to be unenforceable at law, such provision or provisions will be construed by limiting and reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it then appears.

18. Section and Paragraph Titles.

Section and paragraph titles in this Release Agreement are used for convenience only and are not intended to and shall not in any way enlarge, define, limit, or extend the rights or obligations of the parties or affect the interpretation of this Release Agreement.

A-4

WEYERHAEUSER COMPANY

By:        Date:    

Title:    

Devin W. Stockfish

Date:    

President and CEO

A-5

EX-10.2

EXHIBIT 10.2

August 24, 2018

Russell S. Hagen

220 Occidental Ave. S.

Seattle, Washington 98104

Dear Russell:

As you know, the Weyerhaeuser Company (“Weyerhaeuser”) Board of Directors has approved changes to the senior leadership of Weyerhaeuser in connection with the impending retirement of Doyle Simons from the offices of President and Chief Executive Officer. Because you are, and will continue to be, a critical resource to Weyerhaeuser during and after the leadership transition, we are pleased to offer you this retention agreement (this “Agreement”).

1.    Retention Payment. Subject to all of the terms and conditions of this Agreement, including without limitation satisfaction of the terms and conditions set forth in Section 2 below, Weyerhaeuser (or a subsidiary or affiliate thereof) will pay you a one-time cash Retention Payment in the amount of $1,000,000.00 in the form of a single lump sum (the “Retention Payment”) within 30 calendar days following March 1, 2020 (“Retention Payment Vesting Date”).

2.    Terms and Conditions. Subject to Section 3, to be eligible to receive the Retention Payment:

(a)    Support of Leadership Transition Process. You must assist, support and fully cooperate with Weyerhaeuser and the other members of the senior leadership team in all matters relating to the leadership transition. You must perform all tasks requested of you by your manager or such other officers as they may request to effect an orderly transition of leadership at Weyerhaeuser.

(b)    No Violation of Agreement. You must have complied with all of the provisions of this Agreement through the Retention Payment Vesting Date.

3.    Employment.

(a)    Employment at Will. Your employment with Weyerhaeuser will continue to be “at will.” This means that your employment may be terminated at any time by you or by Weyerhaeuser. This Agreement does not alter the “at will” basis of your employment and neither binds you to continued employment nor confers any rights to you with respect to continuation of your employment.

(b)    Effect of Termination of Employment before the Retention Payment Vesting Date.

(1)    Termination Due to Job Elimination; Other Termination. If your employment is involuntarily terminated before the Retention Payment Vesting Date due to (i) the elimination of

1

your position with Weyerhaeuser or (ii) circumstances not otherwise contemplated or covered by subsections (3), (4) or (5) of this Section 3(b), the Retention Payment will be deemed earned as of such date of involuntary termination and will be paid to you in cash in a single lump sum within 30 days thereafter.

(2)     Voluntary Termination of Employment. If you voluntarily terminate your employment before the Retention Payment Vesting Date for any reason, including without limitation by reason of early retirement, you will not be eligible to receive the Retention Payment, or any portion thereof.

(3)    Termination for Cause. If Weyerhaeuser terminates your employment for Cause before the Retention Payment Vesting Date, you will not be eligible to receive the Retention Payment, or any portion thereof. In addition, if your employment is suspended pending an investigation of whether you will be terminated for Cause, payment of the Retention Payment may be suspended during such period of investigation, provided that payment shall not be made later than the deadline for short-term deferral under Section 409A of the U.S. Internal Revenue Code of 1986, as amended (“Section 409A”). If, at the conclusion of such investigation, your employment is terminated for Cause, you will not be eligible to receive the Retention Payment, or any portion thereof.

“Cause” means: (A) willful and continued failure to perform substantially your duties with Weyerhaeuser after Weyerhaeuser delivers to you written demand for substantial performance specifically identifying the manner in which you have not substantially performed your duties; (B) conviction of a felony; (C) willfully engaging in illegal conduct or gross misconduct; or (D) a material breach or violation of Weyerhaeuser policy.

(4)    Death or Disability. In the event of your death or Disability while actively employed with Weyerhaeuser and before the Retention Payment Vesting Date, the Retention Payment will be deemed earned as of the date of your death or Disability (as applicable) and will be paid to you or to your estate, as the case may be, in cash in a single lump sum within 30 days thereafter. “Disability” means a “disability” as defined in Treas. Reg. § 1.409A-3(i)(4) (or successor provisions).

(5)     Change in Control. If a Change in Control (defined below) occurs before the Retention Payment Vesting Date and while you are actively employed, the following provisions shall apply:

(i) If this Agreement is not assumed or replaced by the successor entity to Weyerhaeuser following a Change in Control, the Retention Payment will immediately vest in full as of the effective date of the Change in Control and shall be paid within 30 calendar days thereafter. The Retention Payment shall be accumulated with interest compounded annually from the date of the Change in Control until the payment is made at a rate of 120 percent of the Federal mid-term rate (as in effect under section 1274 of the Code for the month in which the Change in Control occurs).

(ii) If this Agreement is assumed or replaced by the successor entity to Weyerhaeuser following a Change in Control, and prior to the Vesting Date your employment is either (A) involuntarily terminated other than for Cause or (B) voluntarily terminated by you for Good

2

Reason, then in each case the Retention Payment will immediately vest in full as of the termination date and shall be paid within 30 calendar days thereafter. The Retention Payment shall be accumulated with interest compounded annually from the date of the termination until the payment is made at a rate of 120 percent of the Federal mid-term rate (as in effect under section 1274 of the Code for the month in which the Change in Control occurs).

For purposes of this Section 3(b)(5):

“Change in Control” shall have the meaning ascribed to such term in the Weyerhaeuser Company 2013 Long-Term Incentive Plan.

“Good Reason” means, without your express written consent, the occurrence of any one or more of the following events:

i. a material reduction in your authority, duties, or responsibilities existing immediately prior to the Change in Control;

ii. at any time following a Change in Control, the acquiring company requiring you to be based at a location that is at least 50 miles farther from your primary residence immediately prior to a Change in Control than is such residence from the Weyerhaeuser’s headquarters immediately prior to a Change in Control, except for required travel on the successor entity’s business to an extent substantially consistent with your business obligations existing immediately prior to the Change in Control;

iii. a material reduction by the acquiring company of your base salary as in effect immediately prior to the Change in Control;

iv. a material reduction in the benefits coverage in the aggregate provided to you immediately prior to the Change in Control; provided, however, that reductions in the level of benefits coverage will not be deemed to be “Good Reason” if your overall benefits coverage is substantially consistent with the average level of benefits coverage of other executives who have positions commensurate with your position at the acquiring company; or

v. a material reduction in your level of participation, including your target-level opportunities, in short- and/or long-term incentive compensation plans in which you participate as of the date of this Agreement (for this purpose a material reduction shall be deemed to have occurred if the aggregate “incentive opportunities” are reduced by 10% or more), or a material increase in the relative difficulty of the measures used to determine the payouts under such plans; provided, however, that reductions in the levels of participation or increase in relative difficulty of payout measures will not be deemed to be “Good Reason” if your reduced level of participation or difficulty of measures in each such program remains substantially consistent with the level of participation or difficulty of the measures of some or all other executives who have positions commensurate with your position at the acquiring company.

In no event will your resignation be for Good Reason unless: (A) an event set forth above has occurred and you provide the acquiring company with written notice thereof within 30 days after you have knowledge of the occurrence or existence of such event, which notice specifically

3

identifies the event that you believe constitutes Good Reason; (B) the acquiring company fails to correct the event so identified in all material respects within 30 days after receipt of such notice; and (C) you resign within two years after the occurrence of such event.

4.    Taxes and Withholding. Weyerhaeuser, or a subsidiary or affiliate of Weyerhaeuser, may withhold from the Retention Payment such federal, state or local taxes, and any other statutory or company deduction, as may be required to be withheld pursuant to any applicable law or regulation.

5.    Compliance with Section 409A. This Section 5 will apply notwithstanding any other provision of this Agreement. This Agreement and payments hereunder are intended to be exempt from Section 409A. However, neither Weyerhaeuser nor any subsidiary or affiliate of Weyerhaeuser will have any obligation to indemnify or otherwise hold you harmless from any additional taxes or penalties under Section 409A. To the extent that rights or payments under this Agreement are determined to be subject to Section 409A, this Agreement will be construed and administered in compliance with the conditions of Section 409A and regulations and other guidance issued pursuant to Section 409A. To the extent necessary to avoid any additional taxes or penalties under Section 409A, the timing of any payments to you under this Agreement shall be postponed for six months from the date of your termination of employment. Weyerhaeuser and you agree to make any amendments to this Agreement that may be required to comply with Section 409A. Furthermore, Weyerhaeuser may make necessary amendments to this Agreement without your consent for the limited purpose of avoiding, and solely to the extent necessary to avoid, imposition of additional taxes or penalties on you under Section 409A.

6.    Governing Law and Venue. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Washington applicable to contracts made and to be performed within such state without regard to its conflict of law rules. Each party to this Agreement submits to the exclusive jurisdiction of any state or federal court sitting in King County, Washington or the Western District of Washington, respectively, in any action or dispute arising out of or relating to this Agreement and agrees that all claims in respect of such action or dispute shall be heard and determined in any such court. Each party also agrees not to bring any action or proceeding arising out of or relating to this agreement in any other court and waives any defense or objection to the jurisdiction of any such court, including that of inconvenient forum.

7.    Other Provisions. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included. Satisfaction of the terms and conditions in Section 2 will be determined by Weyerhaeuser. No provision of this Agreement may be modified, waived, or discharged unless such modification, waiver, or discharge is agreed to in writing and signed by you and by a duly authorized officer of Weyerhaeuser (or its subsidiary), or by the respective parties’ legal representatives and successors.

If the terms of this Agreement are agreeable to you, please sign in the space indicated below and return your signed original to me.

4

I want to thank you for your support and continued service to Weyerhaeuser.

Sincerely,

/s/ Denise M. Merle

Denise M. Merle

Senior Vice President, Chief Administration Officer

I, Russell S. Hagen, have read, understand and agree to the terms and conditions of this Agreement.

/s/ Russell S. Hagen

Date: August 24, 2018

Russell S. Hagen

5

EX-10.3

EXHIBIT 10.3

August 24, 2018

Adrian M. Blocker

220 Occidental Ave. S.

Seattle, Washington 98104

Dear Adrian:

As you know, the Weyerhaeuser Company (“Weyerhaeuser”) Board of Directors has approved changes to the senior leadership of Weyerhaeuser as a result of the impending retirement of Doyle Simons from the offices of President and Chief Executive Officer, and you have been appointed Senior Vice President of Timberlands. Because you are taking on an increased scope of responsibility and will continue to be a critical resource to Weyerhaeuser during and after the leadership transition, we are pleased to offer you a grant of restricted stock units, as more specifically set forth below in this letter agreement (this “Agreement”). Capitalized terms used but not otherwise defined herein have the meanings given to such terms in the Weyerhaeuser Company 2013 Long-Term Incentive Plan (the “Plan”).

1.    Grant. In connection with your new appointment and responsibilities, effective as of the date hereof Weyerhaeuser hereby makes to you under the Plan a one-time grant of restricted stock units (the “Grant”) as follows:

Grant Date:	August 24, 2018
Fair Value:	$2,000,000.00
Number of Restricted Stock Units:	57,645 Units*
Type of Award:	Restricted Stock Units released in shares of Common Stock
Vesting Schedule:	The Grant will vest entirely on December 31, 2021

*Based on the average of the high and low price of the Common Stock as reported on the New York Stock Exchange on the Grant Date.

2.    Terms and Conditions. To be eligible to receive the Grant:

(a)  Support of Leadership Transition Process. You must assist, support and fully cooperate with Weyerhaeuser and the other members of the senior leadership team in all matters relating to the leadership transition. You must perform all tasks requested of you by your manager or such other officers as they may request to effect an orderly transition of leadership at Weyerhaeuser.

1

(b)  No Violation. You must have complied with all of the provisions of this Agreement and the Additional Terms and Conditions (as defined and set forth below) through the Vesting Date (as defined below).

3. Additional Terms and Conditions. In addition to the terms and conditions of this Agreement, the Grant is also subject to all of the terms and conditions set forth in the 2019 Restricted Stock Unit Award Terms and Conditions attached hereto as Appendix A and applicable provisions in the Plan (collectively, the “Additional Terms and Conditions). The Additional Terms and Conditions are incorporated into this Agreement by reference and made a part hereof.

4.    Employment at Will. Your employment with Weyerhaeuser will continue to be “at will.” This means that your employment may be terminated at any time by you or by Weyerhaeuser. The Grant does not alter the “at will” basis of your employment and neither binds you to continued employment nor confers any rights to you with respect to continuation of your employment.

5.    Governing Law and Venue. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Washington applicable to contracts made and to be performed within such state without regard to its conflict of law rules. Each party to this Agreement submits to the exclusive jurisdiction of any state or federal court sitting in King County, Washington or the Western District of Washington, respectively, in any action or dispute arising out of or relating to this Agreement and agrees that all claims in respect of such action or dispute shall be heard and determined in any such court. Each party also agrees not to bring any action or proceeding arising out of or relating to this agreement in any other court and waives any defense or objection to the jurisdiction of any such court, including that of inconvenient forum.

6.    Other Provisions. In the event that any provision of this Agreement, the Additional Terms and Conditions shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of this Agreement or the Additional Terms and Conditions, as the case may be, and this Agreement and the Additional Terms and Conditions shall be construed and enforced as if the illegal or invalid provision had not been included. No provision of this Agreement or the Additional Terms and Conditions may be modified, waived, or discharged unless such modification, waiver, or discharge is agreed to in writing and signed by you and by a duly authorized officer of Weyerhaeuser (or its subsidiary), or by the respective parties’ legal representatives and successors.

If the terms of this Agreement (including the Additional Terms and Conditions) are agreeable to you, please sign in the space indicated below and return your signed original to me.

I want to thank you for your support and continued service to Weyerhaeuser.

Sincerely,

/s/ Denise M. Merle

Denise M. Merle

Senior Vice President, Chief Administration Officer

I, Adrian M. Blocker, have read, understand and agree to the terms and conditions of this Agreement.

/s/ Adrian M. Blocker

Date: August 24, 2018

Adrian M. Blocker

2

APPENDIX A

RESTRICTED STOCK UNIT AWARD

ADDITIONAL TERMS AND CONDITIONS

Pursuant to the letter agreement dated as of August 24, 2018 (“Agreement”) to which these Additional Terms and Conditions are appended, incorporated by reference and made a part thereof, Weyerhaeuser Company has offered to you the Grant as specifically set forth in the Agreement. The Grant was made as of the date of the Compensation Committee action authorizing the Grant (“Grant Date”). You may decline the Grant by notifying the Compensation and Benefits Department at bened@weyerhaeuser.com within one month of the Grant Date. If you decline the Grant, you will not be entitled to any award, benefit, or other compensation in lieu thereof.

Capitalized terms used but not defined in this Additional Terms and Conditions document have the definitions given to such terms in the Agreement or in the Plan, as the case may be. The Grant represents the Company’s unfunded and unsecured promise to issue shares of Company Common Stock to you at a future date in connection with vesting of restricted stock units, subject to the terms of this Additional Terms and Conditions document and the Agreement. You have no rights to or under the Grant other than the rights of a general unsecured creditor of the Company. In addition, the Grant has the following terms and conditions:

1.    Vesting. Subject to (a) satisfaction of the terms and conditions set forth in Section 2 of the Agreement and (b) the provisions of Section 3 of this Additional Terms and Conditions document, the Grant shall vest entirely on December 31, 2021 (“Vesting Date”), and no portion of the Grant shall vest prior to the Vesting Date. Prior to the Vesting Date, the Grant is subject to forfeiture as set forth in Section 2 of the Agreement and Section 3 of this Additional Terms and Conditions document.

2.    Conversion of Awards and Issuance of Shares. Upon vesting of the Grant in accordance with Section 1, one share of Common Stock shall be issued for each restricted stock unit of the Grant (“Shares”), subject to the terms of the Agreement and the Additional Terms and Conditions. The Company will subtract from the Shares the whole number of Shares necessary to satisfy any required Tax Withholding Obligations, as described in Section 9, and transfer the balance of the Shares to you. No fractional shares of Common Stock shall be issued under the Grant. The issuance and delivery of Shares in connection with the vesting of the Grant shall occur as soon as practicable after the Vesting Date (or, if applicable, the payment date specified in Section 3), but in all events by a date which is within 30 days following the Vesting Date (or such other payment date, if applicable).

3.    Termination of Employment; Death; Disability; Change in Control. In the event of your termination of employment, death or Disability or a Change in Control while the Grant remains outstanding, the following vesting and payment provisions will apply. Within 30 days following each applicable payment date specified below, the Shares will be issued and paid to you in accordance with and subject to Section 2.

A1

(a)    Termination of Employment Due to Job Elimination; Other Termination. If your employment is involuntarily terminated due to (i) the elimination of your position with the Company or any Related Company or (ii) circumstances not otherwise contemplated, covered by or subject to subsections (b), (c) or (d) of this Section 3, then 100% of the Grant will be immediately vested as of the effective time of such termination, the payment date shall be the Vesting Date, and all of the Shares with respect to the Grant will be issued and paid to you in accordance with and subject to Section 2.

(b)    Termination of Employment for Cause. If your employment is terminated for Cause (defined below), then notwithstanding anything to the contrary herein, 100% of the Grant shall be forfeited immediately at the time the Company or Related Company first notifies you of your termination for Cause and no Shares will be issued or issuable, or paid or payable, with respect to the Grant. In addition, if your employment or service relationship is suspended pending an investigation of whether you will be terminated for Cause, issuance and payment of Shares in connection with the Grant may be suspended during such period of investigation to the extent that any delay does not result in additional tax imposed under Section 409A of the U.S. Internal Revenue Code of 1986, as amended (“Section 409A”). If, at the conclusion of such investigation, your employment or service relationship is terminated for Cause, 100% of the Grant shall be forfeited as provided above and no Shares will be issuable or payable with respect to the Grant.

“Cause” means: (i) willful and continued failure to perform substantially your duties with the Company or any Related Company after the Company or Related Company delivers to you written demand for substantial performance specifically identifying the manner in which you have not substantially performed your duties; (ii) conviction of a felony; (iii) willfully engaging in illegal conduct or gross misconduct; or (iv) a material breach or violation of Weyerhaeuser policy.

(c)    Death or Disability. In the event of your death or Disability while actively employed with the Company or any Related Company, 100% of the Grant will be immediately vested as of the time of such event, the payment date shall be the date of such death or Disability, and Shares will be issued and paid to you or to your estate, as the case may be, in accordance with and subject to Section 2. “Disability” means a “disability” as defined in Treas. Reg. § 1.409A-3(i)(4) (or successor provisions).

(d)    Change in Control. The following provisions shall apply in the event of a Change in Control:

(i) If the Grant is not assumed, converted or replaced by the acquiring company to the Company, the Grant will immediately vest in full as of the effective date of the Change in Control and shall be converted to a non-forfeitable right to receive an amount in cash equal to the Fair Market Value of one share of Common Stock on the date of the Change in Control multiplied by the number of Shares relating to the Grant. The amount shall be accumulated with interest compounded annually from the date of the Change in Control until the payment is made at a rate of 120 percent of the Federal mid-term rate (as in

A2

effect under section 1274 of the Code for the month in which the Change in Control occurs). The payment date shall be the Vesting Date or, if earlier, the date of your separation from service that occurs within two years following a 409A Change in Control. Such payment shall be paid to you in accordance with and subject to Section 2 (except that payment shall be made in cash rather than Shares).

(ii) If the Grant is assumed, converted or replaced by the acquiring company and prior to the Vesting Date your employment is either involuntarily terminated without Cause or voluntarily terminated by you for Good Reason, then in each case 100% of the Grant will be immediately vested as of the date of your termination of employment, the payment date shall be the date of such separation from service (except that, if the separation from service does not occur within two years following a 409A Change in Control, the payment date shall be the Vesting Date), and all of the Shares with respect to the Grant will be issued and paid to you in accordance with and subject to Section 2.

For purposes of this Section 3(d), a separation from service by the Company includes a separation from service by any Related Company and any successor entity, and a “409A Change in Control” means a Change in Control that qualifies as a “change in control event” for purposes of Treas. Reg. § 1.409A-3(i)(5).

“Good Reason” means, without your express written consent, the occurrence of any one or more of the following events:

i. a material reduction in your authority, duties, or responsibilities existing immediately prior to the Change in Control;

ii. within two years following a Change in Control, the acquiring company requiring you to be based at a location that is at least 50 miles farther from your primary residence immediately prior to a Change in Control than is such residence from Weyerhaeuser’s headquarters immediately prior to a Change in Control, except for required travel on the acquiring company’s business to an extent substantially consistent with your business obligations as of the Grant Date;

iii. a material reduction by the acquiring company of your base salary as in effect immediately prior to the Change in Control;

iv. a material reduction in the benefits coverage in the aggregate provided to you immediately prior to the Change in Control; provided, however, that reductions in the level of benefits coverage will not be deemed to be “Good Reason” if your overall benefits coverage is substantially consistent with the average level of benefits coverage of other executives who have positions commensurate with your position at the acquiring company; or

v. a material reduction in your level of participation, including your target-level opportunities, in short- and/or long-term incentive compensation plans in which you participate as of the Grant Date (for this purpose a material reduction shall be deemed to have occurred if the aggregate “incentive opportunities” are reduced by 10% or more), or

A3

a material increase in the relative difficulty of the measures used to determine the payouts under such plans; provided, however, that reductions in the levels of participation or increase in relative difficulty of payout measures will not be deemed to be “Good Reason” if your reduced level of participation or difficulty of measures in each such program remains substantially consistent with the level of participation or difficulty of the measures of some or all other executives who have positions commensurate with your position at the acquiring company.

In no event will your resignation be for Good Reason unless: (A) an event set forth above has occurred and you provide the acquiring company with written notice thereof within 30 days after you have knowledge of the occurrence or existence of such event, which notice specifically identifies the event that you believe constitutes Good Reason; (B) the acquiring company fails to correct the event so identified in all material respects within 30 days after receipt of such notice; and (C) you resign within two years after the occurrence of such event.

(e)    Voluntary Termination of Employment. If your employment is terminated by you before the Grant is vested in accordance with Section 1, including without limitation by reason of voluntary retirement, and none of the other provisions of this Section 3 apply, then 100% of the Grant shall be forfeited and no Shares shall be issued or issuable, or paid or payable, with respect to the Grant.

4.    Dividends. Except as otherwise specifically provided in this Additional Terms and Conditions document, you will not be entitled to any rights of a shareholder with respect to the Grant. Notwithstanding the foregoing, if the Company declares and pays dividends on Common Stock during the time period when the Grant is outstanding, you will be credited with additional amounts for each restricted stock unit of the Grant equal to the dividend that would have been paid with respect to such restricted stock unit if it had been an actual share of Common Stock. Such credited dividend amounts shall be reinvested in additional restricted stock units, which additional restricted stock units shall be subject to the same vesting, payment and other provisions as are applicable to the restricted stock units underlying the Grant.

5.No Rights as Shareholder until Vesting and Issuance of Shares. You will not have any voting or any other rights as a shareholder of the Common Stock with respect to the restricted stock units of the Grant. Upon vesting of the Grant and issuance and payment of the Shares, you will obtain full voting and other rights as a shareholder of the Company.

6.Securities Law Compliance. Notwithstanding any other provision of this document, you may not sell the Shares acquired upon vesting of the Grant unless such Shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), or, if such Shares are not then so registered, such sale is exempt from the registration requirements of the Securities Act. The sale of such Shares must also comply with other applicable laws and regulations governing the Shares and you may not sell the Shares if the Company determines that such sale would not be in material compliance with such laws and regulations.

A4

7.    Non-Transferability of Awards. Notwithstanding any other provision of this document, you may not sell, pledge, assign, hypothecate, transfer or dispose of the Grant in any manner prior to any distribution to you of the Shares. The Grant shall not be subject to execution, attachment or other process. Notwithstanding the foregoing, pursuant to Section 3(c), Shares may be issued and paid to your estate in the event of your death.

8.Independent Tax Advice. Determining the actual tax consequences of receiving or disposing of the Shares may be complicated. These tax consequences will depend, in part, on your specific circumstances and also may depend on the resolution of currently uncertain tax law and other variables not within the control of the Company. You should consult a competent and independent tax advisor for a full understanding of the specific tax consequences to you of receiving or disposing of the Shares. You are encouraged to consult with a competent tax advisor independent of the Company to obtain tax advice concerning any vesting of the Grant or any receipt or disposition of the Shares in light of your specific circumstances.

9.Taxes and Withholding. You are ultimately liable and responsible for all taxes owed in connection with the Grant, including federal, state, local, FICA, or foreign taxes of any kind required by law, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Grant. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the Grant or vesting thereof or the subsequent sale of Shares issuable and payable pursuant to the Grant. The Company does not commit and is under no obligation to structure the Grant to reduce or eliminate your tax liability.When an event occurs in connection with the Grant (e.g., vesting) that the Company determines results in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any social tax obligation (a “Tax Withholding Obligation”), to the extent required by law, and to the extent permitted by Section 409A, the Company may retain without notice from any Shares issuable under the Grant or from salary or other amounts payable to you, whole Shares or cash having a value sufficient to satisfy your Tax Withholding Obligation.

The Company may refuse to issue any Shares to you until your Tax Withholding Obligation is satisfied. You should be aware that, in accordance with the Plan, a delay in satisfying your Tax Withholding Obligation could cause a forfeiture of the Shares.

10.    Grant Not an Employment or Service Contract. Nothing in the Plan or any Award granted under the Plan, including the Grant, will be deemed to constitute an employment contract or confer or be deemed to confer any right for you to continue in the employ of, or to continue any other relationship with, the Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate your employment or other relationship at any time, with or without cause.

11.    No Right to Damages. You will have no right to bring a claim or to receive damages if any portion of the Grant is forfeited. The loss of existing or potential profit in the Grant or any Shares that would have been issued and paid in connection therewith will not constitute an element of damages in the event of your termination of service for any reason even if the termination is in violation of an obligation of the Company or a Related Company to you.

A5

12.    Binding Effect. The terms and conditions of the Grant will inure to the benefit of the successors and assigns of the Company and be binding upon you and your heirs, executors, administrators, successors and assigns.

13.    Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. (a) All Awards under the Plan are discretionary in nature and may be suspended or terminated by the Company at any time. (b) Each grant of an Award is a one-time benefit that does not create any contractual or other right to receive future grants of Awards. (c) All determinations with respect to any such future grants, including but not limited to, the times when grants will be made, the number of Awards subject to each grant, the grant price, vesting and other terms applicable to the grant, and the time or times when each grant will be exercisable, will be at the sole discretion of the Company. (d) Your participation in the Plan is voluntary. (e) The value of the Grant is an extraordinary item of compensation that is outside the scope of your employment contract, if any. (f) The Grant is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (g) Except as may otherwise be explicitly provided in the terms and conditions of the Grant, the vesting of the Grant ceases upon your termination of employment for any reason and any unvested portion of the Grant will be forfeited. (h) The future value of the Shares underlying the Grant is unknown and cannot be predicted with certainty.

14.    Employee Data Privacy. By accepting the Grant, you: (a) authorize the Company and your employer, if different, and any agent of the Company administering the Plan or providing Plan recordkeeping services, to disclose to the Company or any of its affiliates, and their respective agents in connection with administering the Plan, any information and data the Company requests (including personal data) in order to facilitate the grant of the Award and the administration of the Plan; (b) agree that the Company (and your employer, if different, and any of their respective agents in connection with administering the Plan) may act as a data controller and/or data processor with respect to such information and data and waive to the maximum extent permissible by law any data privacy rights you may have with respect to such information and data; and (c) authorize the Company and its agents to store and transmit such information, including in electronic form, to its affiliates or agents in any country (including countries which may not provide for data protection equivalent to the United States).

15.    Compliance with Section 409A. The Grant is intended to comply with Section 409A. However, neither Weyerhaeuser nor any subsidiary or affiliate of Weyerhaeuser will have any obligation to indemnify or otherwise hold you harmless from any additional taxes or penalties under Section 409A. To the extent that the Company determines that the Grant is subject to Section 409A, the Agreement and this Additional Terms and Conditions document will be interpreted and administered in such a way as to comply with the applicable provisions of Section 409A to the maximum extent possible. In addition, if you must be treated as a “specified employee” within the meaning of Section 409A, any payments made on account of your separation from service for purposes of Section 409A will be made at the times specified above in this Additional Terms and Conditions document or, if later and to the extent required by

A6

Section 409A, on the date that is six months and one day following the date of your separation from service. When the period during which payment may be made straddles two taxable years, in no event are you permitted, directly or indirectly, to designate the taxable year of any payment. To the extent that the Company determines that the Grant is subject to Section 409A and fails to comply with the requirements of Section 409A, the Company reserves the right (without any obligation to do so) to amend, restructure, terminate or replace the Grant in order to cause the Grant to either not be subject to Section 409A or to comply with the applicable provisions of Section 409A.

A7

EX-31

EXHIBIT 31

Certification Pursuant to Rule 13a-14(a)

Under the Securities Exchange Act of 1934

I, Doyle R. Simons, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Weyerhaeuser Company.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	October 26, 2018
/s/ DOYLE R. SIMONS
Doyle R. Simons President and Chief Executive Officer

EXHIBIT 31

Certification Pursuant to Rule 13a-14(a)

Under the Securities Exchange Act of 1934

I, Russell S. Hagen, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Weyerhaeuser Company.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	October 26, 2018
/s/ RUSSELL S. HAGEN
Russell S. Hagen Senior Vice President and Chief Financial Officer

EX-32

EXHIBIT 32

Certification Pursuant to Rule 13a-14(b)

Under the Securities Exchange Act of 1934 and

Section 1350, Chapter 63 of Title 18, United States Code

Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and section 1350, chapter 63 of title 18, United States Code, each of the undersigned officers of Weyerhaeuser Company, a Washington corporation (the “Company”), hereby certifies that:

The Company’s Quarterly Report on Form 10-Q dated October 26, 2018 (the “Form 10-Q”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ DOYLE R. SIMONS
Doyle R. Simons President and Chief Executive Officer
Dated:	October 26, 2018
/s/ RUSSELL S. HAGEN
Russell S. Hagen Senior Vice President and Chief Financial Officer
Dated:	October 26, 2018

The foregoing certification is being furnished solely pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and section 1350, chapter 63 of title 18, United States Code and is not being filed as part of the Form 10-Q or as a separate disclosure document.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Oct. 22, 2018
Document Information [Line Items]
Entity Registrant Name	WEYERHAEUSER CO
Trading Symbol	WY
Entity Central Index Key	0000106535
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		749,200,027

XML

CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Net sales (Note 3)	$ (1,910,000,000)	$ (1,872,000,000)	$ (5,840,000,000)	$ (5,373,000,000)
Costs of products sold	1,452,000,000	1,374,000,000	4,247,000,000	3,982,000,000
Gross margin	458,000,000	498,000,000	1,593,000,000	1,391,000,000
Selling expenses	20,000,000	22,000,000	66,000,000	66,000,000
General and administrative expenses	78,000,000	75,000,000	236,000,000	238,000,000
Research and development expenses	2,000,000	4,000,000	6,000,000	12,000,000
Charges for integration and restructuring, closures and asset impairments (Note 15)	0	14,000,000	2,000,000	178,000,000
Charges (recoveries) for product remediation, net (Note 16)	0	190,000,000	0	240,000,000
Other operating costs (income), net (Note 17)	21,000,000	(12,000,000)	66,000,000	2,000,000
Operating income	337,000,000	205,000,000	1,217,000,000	655,000,000
Non-operating pension and other postretirement benefit costs	(17,000,000)	(16,000,000)	(54,000,000)	(46,000,000)
Interest income and other	13,000,000	12,000,000	36,000,000	30,000,000
Interest expense, net of capitalized interest	(93,000,000)	(98,000,000)	(278,000,000)	(297,000,000)
Earnings before income taxes	240,000,000	103,000,000	921,000,000	342,000,000
Income taxes (Note 18)	15,000,000	27,000,000	(80,000,000)	(31,000,000)
Net earnings	$ 255,000,000	$ 130,000,000	$ 841,000,000	$ 311,000,000
Earnings per share, basic and diluted (Note 5)	$ 0.34	$ 0.17	$ 1.11	$ 0.41
Dividends paid per share	$ 0.34	$ 0.31	$ 0.98	$ 0.93
Weighted average shares outstanding (in thousands) (Note 5):
Basic	754,986	753,535	756,531	752,301
Diluted	757,389	756,903	759,116	756,058

XML

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Net earnings	$ 255	$ 130	$ 841	$ 311
Other comprehensive income (loss):
Foreign currency translation adjustments	15	24	(16)	35
Changes in unamortized actuarial loss, net of tax of $12, $12, $94, and $62	38	18	291	90
Changes in unamortized net prior service credit, net of tax of $0, $0, $1, and $1	(2)	(1)	(3)	(5)
Unrealized gains on available-for-sale securities	0	1	0	2
Total other comprehensive income	51	42	272	122
Total comprehensive income	$ 306	$ 172	$ 1,113	$ 433

XML

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Tax of actuarial loss	$ 12	$ 12	$ 94	$ 62
Tax of prior service credits	$ 0	$ 0	$ 1	$ 1

XML

CONSOLIDATED BALANCE SHEET - USD ($) $ in Millions	Sep. 30, 2018	Dec. 31, 2017
ASSETS
Cash and cash equivalents	$ 348	$ 824
Receivables, less discounts and allowances of $1 and $1	444	396
Receivables for taxes	140	14
Inventories (Note 6)	389	383
Prepaid expenses and other current assets	140	98
Current restricted financial investments held by variable interest entities (Note 7)	253	0
Total current assets	1,714	1,715
Property and equipment, less accumulated depreciation of $3,411 and $3,338	1,672	1,618
Construction in progress	255	225
Timber and timberlands at cost, less depletion	12,727	12,954
Minerals and mineral rights, less depletion	297	308
Goodwill	40	40
Deferred tax assets	71	268
Other assets	289	316
Restricted financial investments held by variable interest entities (Note 7)	362	615
Total assets	17,427	18,059
Liabilities
Current maturities of long-term debt (Note 10)	0	62
Current debt (nonrecourse to the company) held by variable interest entities (Note 7)	511	209
Accounts payable	271	249
Accrued liabilities (Note 9)	491	645
Total current liabilities	1,273	1,165
Long-term debt (Note 10)	5,921	5,930
Long-term debt (nonrecourse to the company) held by variable interest entities (Note 7)	0	302
Deferred pension and other postretirement benefits (Note 8)	885	1,487
Other liabilities	291	276
Total liabilities	8,370	9,160
Commitments and contingencies (Note 12)
Equity:
Common shares: $1.25 par value; authorized 1,360,000,000 shares; issued and outstanding: 749,198,651 and 755,222,727 shares	936	944
Other capital	8,234	8,439
Retained earnings	1,439	1,078
Accumulated other comprehensive loss (Note 13)	(1,552)	(1,562)
Total equity	9,057	8,899
Total liabilities and equity	$ 17,427	$ 18,059

XML

CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($) $ in Millions	Sep. 30, 2018	Dec. 31, 2017
Receivables, allowances	$ 1	$ 1
Property and equipment, accumulated depreciation	$ 3,411	$ 3,338
Common shares, par value	$ 1.25	$ 1.25
Common shares, authorized	1,360,000,000	1,360,000,000
Common shares, issued	749,198,651	755,222,727
Common shares, outstanding	749,198,651	755,222,727

XML

CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Cash flows from operations:
Net earnings	$ 841	$ 311
Noncash charges to earnings:
Depreciation, depletion and amortization	361	394
Basis of real estate sold	80	48
Deferred income taxes, net	111	9
Pension and other postretirement benefits (Note 8)	82	72
Share-based compensation expense	31	29
Charges for impairment of assets	1	153
Change in:
Receivables, less allowances	(55)	(113)
Receivables and payables for taxes	(109)	(116)
Inventories	(9)	4
Prepaid expenses	(7)	(9)
Accounts payable and accrued liabilities	(133)	184
Pension and postretirement benefit contributions and payments	(355)	(59)
Other	(19)	(60)
Net cash from operations	820	847
Cash flows from investing activities:
Capital expenditures for property and equipment	(238)	(213)
Capital expenditures for timberlands reforestation	(45)	(46)
Proceeds from sale of assets and operations	2	423
Other	17	28
Net cash from (used in) investing activities	(264)	192
Cash flows from financing activities:
Cash dividends on common shares	(741)	(699)
Proceeds from issuance of long-term debt (Note 10)	0	225
Payments of long-term debt (Note 10)	(62)	(831)
Proceeds from borrowings on line of credit (Note 10)	0	100
Payments on line of credit (Note 10)	0	(100)
Repurchase of common stock (Note 5)	(273)	0
Proceeds from exercise of stock options	52	89
Other	8	2
Net cash used in financing activities	(1,032)	(1,218)
Net change in cash and cash equivalents	(476)	(179)
Cash and cash equivalents at beginning of period	824	676
Cash and cash equivalents at end of period	348	497
Cash paid during the period for:
Interest, net of amount capitalized of $8 and $6	285	315
Income taxes	$ 80	$ 129

XML

CONSOLIDATED STATEMENT OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Interest, amount capitalized	$ 8	$ 6

XML

BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION

BASIS OF PRESENTATION

We are a corporation that has elected to be taxed as a real estate investment trust (REIT). We expect to derive most of our REIT income from investments in timberlands, including the sale of standing timber. As a REIT, we generally are not subject to federal corporate level income taxes on REIT taxable income that is distributed to shareholders. We are required to pay corporate income taxes on earnings of our taxable REIT subsidiaries (TRSs), which includes our Wood Products segment and portions of our Timberlands and Real Estate, Energy and Natural Resources (Real Estate & ENR) segments.

Our consolidated financial statements provide an overall view of our results of operations and financial condition. They include our accounts and the accounts of entities we control, including:

• majority-owned domestic and foreign subsidiaries and

• variable interest entities in which we are the primary beneficiary.

They do not include our intercompany transactions and accounts, which are eliminated.

We account for investments in and advances to unconsolidated equity affiliates using the equity method, with taxes provided on undistributed earnings. This means that we record earnings and accrue taxes in the period earnings are recognized by our unconsolidated equity affiliates.

Throughout these Notes to Consolidated Financial Statements, unless specified otherwise, references to “Weyerhaeuser,” “we,” “the company” and “our” refer to the consolidated company.

The accompanying unaudited Consolidated Financial Statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods presented. Except as otherwise disclosed in these Notes to Consolidated Financial Statements, such adjustments are of a normal, recurring nature. The Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial statements. Certain information and footnote disclosures normally included in our annual Consolidated Financial Statements have been condensed or omitted. These quarterly Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2017. Results of operations for interim periods should not necessarily be regarded as indicative of the results that may be expected for the full year.

NEW ACCOUNTING PRONOUNCEMENTS

Leases

In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-02, which requires lessees to recognize assets and liabilities for the rights and obligations created by those leases and requires leases to be recognized on the balance sheet. The new guidance is effective for fiscal years beginning after December 15, 2018, and early adoption is permitted. We plan to adopt on January 1, 2019. We have evaluated the relevant guidance and will continue to monitor subsequent revisions either made or being contemplated by the FASB, including application of the available practical expedients. We estimate the adoption will result in the recognition of additional rights of use assets and lease liabilities for operating leases of less than 2 percent of our total assets on our Consolidated Balance Sheet. These leases are primarily related to vehicles, equipment, office and wholesale space leases previously disclosed in Note 14, “Legal Proceedings, Commitments and Contingencies,” in our Annual Report on Form 10-K for the year ended December 31, 2017.

Reclassification of Certain Amounts from Accumulated Other Comprehensive Loss

In February 2018, the FASB issued ASU 2018-02, which allows for the reclassification of certain income tax effects related to the Tax Cuts and Jobs Act (the "Tax Act") between “Accumulated other comprehensive loss” and “Retained earnings.” This ASU provides that adjustments to deferred tax liabilities and assets related to a change in tax laws be included in “Income from continuing operations”, even in situations where the related items were originally recognized in “Other comprehensive income.” The amendments in this ASU are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. Adoption of this ASU is to be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the tax laws was recognized. We adopted this ASU during first quarter 2018 using the period of adoption method, which resulted in a reclassification of $253 million from "Accumulated other comprehensive loss" to "Retained earnings" on our Consolidated Balance Sheetdue to changes in federal statutory and effective state rates. In general, tax effects unrelated to the Tax Act are released from accumulated other comprehensive loss using the portfolio approach.

In January 2016, the FASB issued ASU 2016-01, which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. We adopted ASU 2016-01 in first quarter 2018, which resulted in a reclassification of accumulated unrealized gains on available-for-sale securities of $9 million from "Accumulated other comprehensive loss" to "Retained earnings" on our Consolidated Balance Sheet.

XML

BUSINESS SEGMENTS

9 Months Ended

Sep. 30, 2018

BUSINESS SEGMENTS

BUSINESS SEGMENTS

Reportable business segments are determined based on the company’s "management approach," as defined by ASC Topic 280, “Segment Reporting.” The management approach is based on the way the chief operating decision maker organizes the segments within a company for making decisions about resources to be allocated and assessing their performance.

We are principally engaged in growing and harvesting timber; manufacturing, distributing, and selling products made from trees; maximizing the value of every acre we own through the sale of higher and better use (HBU) properties; and monetizing reserves of minerals, oil, gas, coal, and other natural resources on our timberlands. The following is a brief description of each of our reportable business segments and activities:

• Timberlands – which includes logs, timber and leased recreational access;

• Real Estate & ENR – which includes sales of timberlands; rights to explore for and extract hard minerals, oil and gas production and coal; and equity interests in our Real Estate Development Ventures; and

• Wood Products – which includes softwood lumber, engineered wood products, structural panels, medium density fiberboard and building materials distribution.

A reconciliation of our business segment information to the respective information in the Consolidated Statement of Operations is as follows:

	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2018			SEPTEMBER 2017			SEPTEMBER 2018			SEPTEMBER 2017
Sales to unaffiliated customers:
Timberlands	$	468		$	491		$	1,455		$	1,446
Real Estate & ENR	96			82			205			181
Wood Products	1,346			1,299			4,180			3,746
	1,910			1,872			5,840			5,373
Intersegment sales:
Timberlands	185			179			598			544
Total sales	2,095			2,051			6,438			5,917
Intersegment eliminations	(185		)	(179		)	(598		)	(544		)
Total	$	1,910		$	1,872		$	5,840		$	5,373
Net contribution to earnings:
Timberlands(1)	$	126		$	131		$	476		$	267
Real Estate & ENR	36			47			83			96
Wood Products(2)	213			40			812			389
	375			218			1,371			752
Unallocated items(3)	(42		)	(17		)	(172		)	(113		)
Net contribution to earnings	333			201			1,199			639
Interest expense, net of capitalized interest	(93		)	(98		)	(278		)	(297		)
Earnings before income taxes	240			103			921			342
Income taxes	15			27			(80		)	(31		)
Net earnings	$	255		$	130		$	841		$	311

(1) Net contribution to earnings for the Timberlands segment includes a noncash pretax impairment charge of $147 million, recorded during second quarter 2017. This impairment was a result of our agreement to sell our Uruguayan operations, as announced during June 2017. Refer to Note 15: Charges for Integration and Restructuring, Closures and Asset Impairments.

(2) Net contribution to earnings for the Wood Products segment includes a $25 million recovery and a $25 million charge recorded in the year-to-date period ended September 30, 2018, and $190 million and $240 million charges recorded in the quarter and year-to-date period ended September 30, 2017, respectively. We did not receive any insurance recoveries or record additional charges in third quarter 2018. These changes were recorded to accrue for estimated costs to remediate an issue with certain I-joists coated with our former Flak Jacket® Protection product. Refer to Note 16: Charges (Recoveries) for Product Remediation, Net for additional details.

(3) 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 expenses, pension and postretirement costs, foreign exchange transaction gains and losses and the elimination of intersegment profit in inventory and LIFO.

XML

REVENUE RECOGNITION (Notes)

9 Months Ended

Sep. 30, 2018

Revenue from Contract with Customer [Abstract]

REVENUE RECOGNITION

REVENUE RECOGNITION

A majority of our revenue is derived from sales of delivered logs and manufactured wood products. We account for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, which we adopted on January 1, 2018, using the cumulative effect method. The adoption of the new revenue recognition guidance did not materially impact our Consolidated Statement of Operations, Consolidated Balance Sheet, or Consolidated Statement of Cash Flows.

PERFORMANCE OBLIGATIONS

A performance obligation, as defined in ASC Topic 606, is a promise in a contract to transfer a distinct good or service to a customer. A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue at the point in time, or over the period, in which the performance obligation is satisfied.

Performance obligations associated with delivered log sales are typically satisfied when the logs are delivered to our customers’ mills or delivered to an ocean vessel in the case of export sales. Performance obligations associated with the sale of wood products are typically satisfied when the products are shipped. The company has elected, as an accounting policy, to treat shipping and handling that is performed after a customer obtains control of the product as an activity required to fulfill the promise to transfer the good; therefore we will not evaluate this requirement as a separate performance obligation.

Customers are generally invoiced shortly after logs are delivered or after wood products are shipped, with payment generally due within a month or less of the invoice date. ASC Topic 606 requires entities to consider significant financing components of contracts with customers, though allows for the use of a practical expedient when the period between satisfaction of a performance obligation and payment receipt is one year or less. Given the nature of our revenue transactions, we have elected to utilize this practical expedient.

Performance obligations associated with real estate sales are generally met when placed into escrow and all conditions of closing have been satisfied.

CONTRACT ESTIMATES

Substantially all of the company’s performance obligations are satisfied as of a point in time. Therefore, there is little judgment in determining when control transfers for our business segments as described above.

The transaction price for log sales generally equals the amount billed to our customer for logs delivered during the accounting period. For the limited number of log sales subject to a long-term supply agreement, the transaction price is variable but is known at the time of billing. For wood products sales, the transaction price is generally the amount billed to the customer for the products shipped but may be reduced slightly for estimated cash discounts and rebates.

There are no significant contract estimates related to the real estate business.

CONTRACT BALANCES

In general, customers are billed and a receivable is recorded as we ship and/or deliver wood products and logs. We generally receive payment shortly after products have been received by our customers. Contract asset and liability balances are immaterial.

For real estate sales, the company receives the entire consideration in cash at closing.

MAJOR PRODUCTS

A reconciliation of revenue recognized by our major products:

	QUARTER ENDED				YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2018		SEPTEMBER 2017		SEPTEMBER 2018		SEPTEMBER 2017
Net sales:
Timberlands Segment
Delivered logs(1):
West
Domestic sales	$	125	$	102	$	398	$	347
Export sales	113		119		368		326
Subtotal West	238		221		766		673
South	157		155		472		451
North	25		25		70		68
Other	9		17		30		48
Subtotal delivered logs sales	429		418		1,338		1,240
Stumpage and pay-as-cut timber	13		23		39		52
Recreational and other lease revenue	15		16		44		45
Other(2)	11		34		34		109
Net sales attributable to Timberlands segment	468		491		1,455		1,446
Real Estate & ENR Segment
Real estate	76		64		148		128
Energy and natural resources	20		18		57		53
Net sales attributable to Real Estate & ENR segment	96		82		205		181
Wood Products Segment
Structural lumber	581		525		1,831		1,541
Engineered solid section	132		131		400		378
Engineered I-joists	91		93		261		251
Oriented strand board	215		243		724		671
Softwood plywood	53		45		158		136
Medium density fiberboard	48		48		138		146
Complementary building products	152		146		449		417
Other	74		68		219		206
Net sales attributable to Wood Products segment	1,346		1,299		4,180		3,746
Total net sales	$	1,910	$	1,872	$	5,840	$	5,373

(1) The West region includes Washington and Oregon. The South region includes Virginia, North Carolina, South Carolina, Florida, Georgia, Alabama, Mississippi, Louisiana, Arkansas, Texas and Oklahoma. The North region includes West Virginia, Maine, New Hampshire, Vermont, Michigan, Wisconsin and Montana. Other includes our Canadian operations and former Twin Creeks Venture (terminated in December 2017).

(2) Other Timberlands sales include sales of seeds and seedlings, chips, as well as sales from our former Uruguayan operations (sold during third quarter 2017). Our former Uruguayan operations included logs, plywood and hardwood lumber harvested or produced. Refer to Note 4: Operations Divested for further information.

XML

OPERATIONS DIVESTED

9 Months Ended

Sep. 30, 2018

OPERATIONS DIVESTED

OPERATIONS DIVESTED

On October 12, 2016, we announced the exploration of strategic alternatives for our Uruguay timberlands and manufacturing operations, which was part of our Timberlands business segment. On June 2, 2017, the Weyerhaeuser Board of Directors approved an equity purchase agreement with a consortium led by BTG Pactual's Timberland Investment Group (TIG), including other long-term investors, pursuant to which the Company agreed to sell, in exchange for $403 million in cash, all of its equity interest in the subsidiaries that collectively owned and operated its Uruguayan timberlands and manufacturing operations.

On September 1, 2017, we completed the sale of our Uruguay timberlands and manufacturing operations for $403 million of cash proceeds. Due to the impairment of our Uruguayan operations recorded during second quarter 2017 (refer to Note 15: Charges for Integration and Restructuring, Closures and Asset Impairments), no material gain or loss was recorded as a result of this sale.

The sale of our Uruguayan operations was not considered a strategic shift that had or will have a major effect on our operations or financial results, and therefore did not meet the requirements for presentation as discontinued operations.

XML

NET EARNINGS PER SHARE AND SHARE REPURCHASES

9 Months Ended

Sep. 30, 2018

NET EARNINGS PER SHARE AND SHARE REPURCHASES

NET EARNINGS PER SHARE AND SHARE REPURCHASES

Our basic and diluted earnings per share were:

• $0.34 during third quarter 2018 and $1.11 during year-to-date 2018;

• $0.17 during third quarter 2017 and $0.41 during year-to-date 2017.

Basic earnings per share is net earnings divided by the weighted average number of our outstanding common shares, including stock equivalent units where there is no circumstance under which those shares would not be issued. Diluted earnings per share is net earnings divided by the sum of the weighted average number of our outstanding common shares and the effect of our outstanding dilutive potential common shares.

	QUARTER ENDED		YEAR-TO-DATE ENDED
SHARES IN THOUSANDS	SEPTEMBER 2018	SEPTEMBER 2017	SEPTEMBER 2018	SEPTEMBER 2017
Weighted average common shares outstanding – basic	754,986	753,535	756,531	752,301
Dilutive potential common shares:
Stock options	1,370	2,437	1,560	2,754
Restricted stock units	629	551	570	529
Performance share units	404	380	455	474
Total effect of outstanding dilutive potential common shares	2,403	3,368	2,585	3,757
Weighted average common shares outstanding – dilutive	757,389	756,903	759,116	756,058

We use the treasury stock method to calculate the dilutive effect of our outstanding stock options, restricted stock units and performance share units. Share-based payment awards that are contingently issuable upon the achievement of specified performance or market conditions are included in our diluted earnings per share calculation in the period in which the conditions are satisfied.

Potential Shares Not Included in the Computation of Diluted Earnings per Share

The following shares were not included in the computation of diluted earnings per share because they were either antidilutive or the required performance or market conditions were not met. Some or all of these shares may be dilutive potential common shares in future periods.

	QUARTER ENDED		YEAR-TO-DATE ENDED
SHARES IN THOUSANDS	SEPTEMBER 2018	SEPTEMBER 2017	SEPTEMBER 2018	SEPTEMBER 2017
Stock options	1,166	1,381	1,166	1,381
Performance share units	830	556	830	556

Share Repurchase Program

The 2016 Share Repurchase Authorization was approved and announced in November 2015 by our Board of Directors and authorized management to repurchase up to $2.5 billion of outstanding shares. We repurchased 8,583,244 common shares for $290 million (including transaction fees) during third quarter 2018 and 8,585,844 shares for $291 million (including transaction fees) during year-to-date 2018, under the 2016 Share Repurchase Authorization. Transaction fees incurred for repurchases are not counted as use of funds authorized for repurchase under the 2016 Share Repurchase Authorization. All common share purchases under the share repurchase program are to be made in open-market transactions. As of September 30, 2018, we had remaining authorization of $210 million for future share repurchases.

We record share repurchases upon trade date as opposed to the settlement date when cash is disbursed. We record a liability for repurchases that have not yet been settled as of period end. There were $18 million of unsettled repurchases as of September 30, 2018 and no unsettled repurchases as of December 31, 2017.

XML

INVENTORIES

9 Months Ended

Sep. 30, 2018

INVENTORIES

INVENTORIES

Inventories include raw materials, work-in-process, finished goods, and materials and supplies.

DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 30, 2018		DECEMBER 31, 2017
LIFO inventories:
Logs	$	16	$	17
Lumber, plywood, panels and fiberboard	63		66
Other products	13		10
FIFO or moving average cost inventories:
Logs	21		38
Lumber, plywood, panels, fiberboard and engineered wood products	107		91
Other products	80		77
Materials and supplies	89		84
Total	$	389	$	383

LIFO – the last-in, first-out method – applies to major inventory products held at our U.S. locations. The FIFO – the first-in, first-out method – or moving average cost methods apply to the balance of our U.S. raw material and product inventories, all material and supply inventories and all foreign inventories. If we used FIFO for all LIFO inventories, our stated inventories would have been higher by $69 million as of September 30, 2018, and $70 millionas of December 31, 2017.

XML

SPECIAL-PURPOSE ENTITIES

9 Months Ended

Sep. 30, 2018

SPECIAL PURPOSE ENTITIES

SPECIAL-PURPOSE ENTITIES

From 2002 through 2004, we sold certain nonstrategic timberlands in five separate transactions. We are the primary beneficiary and consolidate the assets and liabilities of certain monetization and buyer-sponsored Special-purpose entities (SPEs) involved in these transactions. We have an equity interest in the monetization SPEs, but no ownership interest in the buyer-sponsored SPEs. The long-term notes of our monetization SPEs include $209 million and $302 million scheduled to mature in fourth quarter 2018 and third quarter of 2019, respectively. The financial investments of our buyer sponsored SPEs include $253 million scheduled to mature first quarter 2019. We have classified the long-term notes scheduled to mature in fourth quarter 2018 and third quarter 2019 as current liabilities and the financial investments scheduled to mature in first quarter 2019 as current receivables on our Consolidated Balance Sheet.

XML

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

9 Months Ended

Sep. 30, 2018

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

The components of net periodic benefit cost are:

	PENSION
	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2018			SEPTEMBER 2017			SEPTEMBER 2018			SEPTEMBER 2017
Service cost	$	10		$	9		$	28		$	26
Interest cost	58			66			177			198
Expected return on plan assets	(100		)	(101		)	(300		)	(306		)
Amortization of actuarial loss	56			48			169			145
Amortization of prior service cost	1			1			3			3
Total net periodic benefit cost - pension	$	25		$	23		$	77		$	66

	OTHER POSTRETIREMENT BENEFITS
	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2018			SEPTEMBER 2017			SEPTEMBER 2018			SEPTEMBER 2017
Interest cost	$	2		$	2		$	5		$	6
Amortization of actuarial loss	2			2			6			6
Amortization of prior service credit	(2		)	(2		)	(6		)	(6		)
Total net periodic benefit cost - other postretirement benefits	$	2		$	2		$	5		$	6

For the periods presented, service cost is included in "Cost of products sold," "Selling expenses," and "General and administrative expenses". The remaining components are included in "Non-operating pension and other postretirement benefit costs." Refer to the Consolidated Statement of Operations.

FAIR VALUE OF PENSION PLAN ASSETS AND OBLIGATIONS

We estimate the fair value of pension plan assets based upon the information available during the year end reporting process. In some cases, primarily private equity funds, the information available consists of net asset values as of an interim date, cash flows between the interim date and the end of the year and market events. We update the year end estimated fair value of pension plan assets to incorporate year end net asset values reflected in financial statements received after we have filed our Annual Report on Form 10-K. During second quarter 2018, we recorded an increase in the beginning of year fair value of the pension assets of $44 million, or less than 1 percent.

During second quarter 2018, we also updated our mortality assumption and census data used to estimate our projected benefit obligation for our U.S. qualified pension plan. We recorded an adjustment to our projected benefit obligation, incorporating updated census data and applying new company-specific mortality data. As a result of these updates, the beginning of year pension projected benefit obligation decreased by $155 million, or approximately 2 percent. The net effect of these updates, including the update to the pension assets, was a $199 million improvement in funded status.

ACTIONS TO REDUCE PENSION PLAN OBLIGATIONS

On August 23, 2018, we announced actions intended to reduce the liabilities of our U.S. qualified pension plan while maintaining the plan's current funded status. We offered certain U.S. terminated vested plan participants the opportunity to elect an immediate lump sum distribution of their pension benefits. Based on qualifying participant elections received by the company, we expect to make distributions from plan assets to those who elect to receive a lump sum in fourth quarter 2018. We also intend to transfer a portion of U.S. qualified pension plan liabilities to an insurance company through the purchase of a group annuity contract. This transaction would also be funded with the pension plan assets and is expected to close in 2019. We expect to record one-time noncash settlement charges for the lump sum offer and the annuity purchase upon the respective completion dates, with the amounts of each charge to be determined at that time.

To maintain the U.S. qualified pension plan's current funded status in connection with these transactions, we contributed $300 million to the plan during third quarter 2018. Refer to Note 18: Income Taxes for details on the tax effects of this transaction.

Additionally, Weyerhaeuser’s pension plan assets are in the process of being transitioned to an allocation that will more closely match the plan’s liability profile going forward.

EXPECTED FUNDING AND BENEFIT PAYMENTS

In 2018, we expect to:

• be required to contribute approximately $24 million for our Canadian registered plan;

• be required to contribute or make benefit payments for our Canadian nonregistered plans of $2 million;

• make benefit payments of $19 million for our U.S. nonqualified pension plans; and

• make benefit payments of $19 million for our U.S. and Canadian other postretirement plans.

We do not expect any contributions to our U.S. qualified pension plan in 2018 in addition to the $300 million contribution referenced above.

XML

ACCRUED LIABILITIES

9 Months Ended

Sep. 30, 2018

ACCRUED LIABILITIES

ACCRUED LIABILITIES

Accrued liabilities were comprised of the following:

DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 30, 2018		DECEMBER 31, 2017
Accrued compensation and employee benefit costs	$	184	$	223
Accrued taxes payable	40		43
Customer rebates, volume discounts and deferred income	110		96
Interest	84		111
Product remediation accrual	4		98
Other	69		74
Total	$	491	$	645

XML

LONG-TERM DEBT AND LINES OF CREDIT

9 Months Ended

Sep. 30, 2018

LONG-TERM DEBT AND LINES OF CREDIT

LONG-TERM DEBT AND LINES OF CREDIT

During first quarter 2018, we paid our $62 million7.00 percent debenture at maturity.

During March 2017, we entered into a $1.5 billion five-year senior unsecured revolving credit facility that expires in March 2022. This replaced a $1.0 billion senior unsecured revolving credit facility. The entire amount is available to Weyerhaeuser Company. Interest on borrowings are at LIBOR plus a spread or at other interest rates mutually agreed upon between the borrower and the lending banks. As of September 30, 2018, there were no borrowings outstanding.

XML

FAIR VALUE OF FINANCIAL INSTRUMENTS

9 Months Ended

Sep. 30, 2018

FAIR VALUE OF FINANCIAL INSTRUMENTS [Line Items]

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair values and carrying values of our long-term debt consisted of the following:

	SEPTEMBER 30, 2018				DECEMBER 31, 2017
DOLLAR AMOUNTS IN MILLIONS	CARRYING  VALUE		FAIR VALUE (LEVEL 2)		CARRYING  VALUE		FAIR VALUE (LEVEL 2)
Long-term debt (including current maturities)(1):
Fixed rate	$	5,697	$	6,378	$	5,768	$	6,823
Variable rate	224		225		224		225
Total debt	$	5,921	$	6,603	$	5,992	$	7,048

(1) Excludes nonrecourse debt held by our Variable Interest Entities (VIEs).

To estimate the fair value of fixed rate long-term debt, we used the following valuation approaches:

• market approach – based on quoted market prices we received for the same types and issues of our debt; or

• income approach – based on the discounted value of the future cash flows using market yields for the same type and comparable issues of debt.

We believe that our variable rate long-term debt instruments have net carrying values that approximate their fair values with only insignificant differences.

The inputs to these valuations are based on market data obtained from independent sources or information derived principally from observable market data. The difference between the fair value and the carrying value represents the theoretical net premium or discount we would pay or receive to retire all debt at the measurement date.

FAIR VALUE OF OTHER FINANCIAL INSTRUMENTS

We believe that our other financial instruments, including cash and cash equivalents, short-term investments, mutual fund investments held in grantor trusts, receivables, and payables, have net carrying values that approximate their fair values with only insignificant differences. This is primarily due to the short-term nature of these instruments and the allowance for doubtful accounts.

XML

LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2018

LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES

LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES

LEGAL PROCEEDINGS

We are party to various legal proceedings arising in the ordinary course of business. We are not currently a party to any legal proceeding that management believes could have a material adverse effect on our Consolidated Balance Sheet, Consolidated Statement of Operations, or Consolidated Statement of Cash Flows. See Note 18: Income Taxes for a discussion of a tax proceeding involving Plum Creek's 2008 U.S. federal income tax return.

ENVIRONMENTAL MATTERS

Site Remediation

Under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) – commonly known as the Superfund – and similar state laws, we:

• are a party to various proceedings related to the cleanup of hazardous waste sites and

• have been notified that we may be a potentially responsible party related to the cleanup of other hazardous waste sites for which proceedings have not yet been initiated.

We have received notification from the Environmental Protection Agency (the EPA) and have acknowledged that we are a potentially responsible party in a portion of the Kalamazoo River Superfund site in southwest Michigan. Our involvement in the remediation site is based on our former ownership of the Plainwell, Michigan mill located within the remediation site. Several other companies also have been deemed potentially responsible parties as past or present owners or operators of facilities within the site, or as arrangers under CERCLA.

We cooperated with other parties to jointly implement an administrative order issued by the EPA on April 14, 2016, with respect to a

portion of the site comprising a stretch of the river approximately 1.7 miles long referred to as the Otsego Township Dam Area. During third quarter 2018, implementation of this administrative order was completed.

In 2010, the company, along with others, was named as a defendant by Georgia-Pacific Consumer Products LP, Fort James Corporation and Georgia-Pacific LLC in an action seeking contribution under CERCLA for remediation costs relating to a certain area within the site. On March 29, 2018, the U.S. District Court issued an opinion and order assigning the company responsibility for 5 percent of approximately $50 million in past costs incurred by the plaintiffs. The remaining 95 percent of this pool of past costs incurred was allocated to the plaintiffs and other defendants.

The opinion and order does not establish allocation for future remediation costs, and accordingly, we may incur additional costs in connection with future remediation tasks for other areas of the site. In connection with the opinion and order, we updated our best estimate of the liability associated with the site and recorded a pretax charge of $28 million in the first quarter as "Other operating costs (income), net" on the Consolidated Statement of Operations.

As of September 30, 2018, our total accrual for future estimated remediation costs on the active Superfund sites and other sites for which we are potentially responsible was approximately $67 million. These amounts are recorded in "Accrued liabilities" and "Other liabilities" on our Consolidated Balance Sheet.

Asset Retirement Obligations

We have obligations associated with the future retirement of tangible long-lived assets consisting primarily of reforestation obligations related to forest management licenses in Canada and obligations to close and cap landfills. As of September 30, 2018, our accrued balance for these obligations was $30 million. These obligations are recorded in "Accrued liabilities" and "Other liabilities" on our Consolidated Balance Sheet. The accrued balance has not changed significantly since December 31, 2017.

Some of our sites have materials containing asbestos. We have met our current legal obligation to identify and manage these materials. In situations where we cannot reasonably determine when materials containing asbestos might be removed from the sites, we have not recorded an accrual because the fair value of the obligation cannot be reasonably estimated.

PRODUCT REMEDIATION

Refer to Note 16: Charges (Recoveries) for Product Remediation, Net for further information.

XML

ACCUMULATED OTHER COMPREHENSIVE LOSS

9 Months Ended

Sep. 30, 2018

ACCUMULATED OTHER COMPREHENSIVE LOSS

ACCUMULATED OTHER COMPREHENSIVE LOSS

Changes in amounts included in our accumulated other comprehensive loss by component are:

				PENSION						OTHER POSTRETIREMENT BENEFITS
DOLLAR AMOUNTS IN MILLIONS	Foreign currency translation adjustments			Actuarial loss			Prior service cost			Actuarial loss			Prior service credit			Unrealized gains on available-for-sale securities			Total
Beginning balance as of December 31, 2017	$	264		$	(1,802	)	$	(8	)	$	(48	)	$	23		$	9		$	(1,562	)
Other comprehensive income (loss) before reclassifications(1)	(16		)	159			—			—			—			—			143
Amounts reclassified from accumulated other comprehensive loss to earnings(1)(2)	—			127			1			5			(4		)	—			129
Total other comprehensive income (loss)	(16		)	286			1			5			(4		)	—			272
Reclassification of certain tax effects due to tax law changes(3)	—			(245		)	(1		)	(12		)	5			—			(253		)
Reclassification of accumulated unrealized gains on available-for-sale securities(4)	—			—			—			—			—			(9		)	(9		)
Net amounts reclassified from accumulated other comprehensive loss to retained earnings	—			(245		)	(1		)	(12		)	5			(9		)	(262		)
Ending balance as of September 30, 2018	$	248		$	(1,761	)	$	(8	)	$	(55	)	$	24		$	—		$	(1,552	)

(1) Amounts are presented net of tax.

(2) Amortization of actuarial loss and prior service (cost) credit are components of net periodic benefit cost (credit). See Note 8: Pension and Other Postretirement Benefit Plans.

(3) We reclassified certain tax effects from tax law changes of $253 million from "Accumulated other comprehensive loss" to "Retained earnings" on our Consolidated Balance Sheet in accordance with ASU 2018-02. SeeNote 1: Basis of Presentation.

(4) We reclassified accumulated unrealized gains from available-for-sale securities of $9 million from "Accumulated other comprehensive loss" to "Retained earnings" on our Consolidated Balance Sheet in accordance with ASU 2016-01. SeeNote 1: Basis of Presentation.

XML

SHARE-BASED COMPENSATION

9 Months Ended

Sep. 30, 2018

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION

Share-based compensation activity during year-to-date 2018 included the following:

SHARES IN THOUSANDS	Granted	Vested
Restricted Stock Units (RSUs)	731	595
Performance Share Units (PSUs)	344	112

A total of 2.6 million shares of common stock were issued as a result of RSU vestings, PSU vestings and stock option exercises.

RESTRICTED STOCK UNITS

The weighted average fair value of the RSUs granted in 2018 was $34.10. The vesting provisions for RSUs granted in 2018 were as follows:

• vest ratably over four years;

• immediately vest in the event of death while employed or disability;

• continue to vest upon retirement at an age of at least 62, but a portion of the grant is forfeited if retirement occurs before the one-year anniversary of the grant;

• continue vesting for one year in the event of involuntary termination when the retirement criteria has not been met; and

• will be entirely forfeited upon termination of employment in all other situations including early retirement prior to age 62.

PERFORMANCE SHARE UNITS

The weighted average grant date fair value of PSUs granted in 2018 was $35.49.

The final number of shares granted in 2018 will range from 0 percent to 150 percent of each grant's target, depending upon actual company performance.

The ultimate number of PSUs earned is based on two measures:

• our relative total shareholder return (TSR) ranking measured against the S&P 500 over a three year period and

• our relative TSR ranking measured against an industry peer group of companies over a three year period.

The vesting provisions for PSUs granted in 2018 were as follows:

• vest 100 percent on the third anniversary of the grant date if the individual remains employed by the company;

• fully vest in the event the participant dies or becomes disabled while employed;

• continue to vest upon retirement at an age of at least 62, but a portion of the grant is forfeited if retirement occurs before the one year anniversary of the grant;

• continue vesting for one year in the event of involuntary termination when the retirement criteria has not been met and the employee has met the second anniversary of the grant date; and

• will be entirely forfeited upon termination of employment in all other situations including early retirement prior to age 62.

Weighted Average Assumptions Used in Estimating the Value of Performance Share Units Granted in 2018

	Performance Share Units
Performance period	1/1/2018		–	12/31/2020
Valuation date average stock price(1)				$34.14
Expected dividends				3.81%
Risk-free rate	1.75	%	–	2.34%
Expected volatility	17.30	%	–	21.52%

(1) Calculated as an average of the high and low prices on grant date.

VALUE MANAGEMENT AWARDS

Value Management Awards (VMAs) are relative performance equity incentive awards granted to certain former employees of Plum Creek and assumed by the company in connection with the Plum Creek merger. In accordance with the terms of the merger, all VMAs outstanding on December 31, 2017, vested at “target” level performance of $100 per unit and were paid out in full in first quarter of 2018.

XML

CHARGES FOR INTEGRATION AND RESTRUCTURING, CLOSURES AND ASSET IMPAIRMENTS

9 Months Ended

Sep. 30, 2018

Restructuring Cost and Reserve [Line Items]

CHARGES FOR INTEGRATION AND RESTRUCTURING, CLOSURES AND ASSET IMPAIRMENTS

CHARGES FOR INTEGRATION AND RESTRUCTURING, CLOSURES AND ASSET IMPAIRMENTS

	QUARTER ENDED				YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2018		SEPTEMBER 2017		SEPTEMBER 2018		SEPTEMBER 2017
Integration and restructuring charges related to Plum Creek	$	—	$	6	$	—	$	20
Charges related to closures and other restructuring activities	—		2		1		5
Impairments of long-lived assets	—		6		1		153
Total charges for integration and restructuring, closures and asset impairments	$	—	$	14	$	2	$	178

IMPAIRMENTS OF LONG-LIVED ASSETS

In second quarter 2017, we recognized an impairment charge to the timberlands and manufacturing assets of our Uruguayan operations. On June 2, 2017, our Board of Directors approved an agreement to sell all of the Company's equity in the Uruguayan business to a consortium led by BTG Pactual's Timberland Investment Group (TIG). As a result of this agreement, the related assets met the criteria to be classified as held for sale. This designation required us to record the related assets at fair value, less an amount of estimated selling costs, and thus recognize a $147 million noncash pretax impairment charge. This amount was recorded in the Timberlands segment. The fair value of the related assets was primarily based on the agreed upon cash purchase price of $403 million. On September 1, 2017, we announced the completion of the sale. Refer to Note 4: Operations Divested for further details of the Uruguayan operations sale.

Additionally, in September 2017, we recognized an impairment charge of $6 million related to a non-strategic asset in our Wood Products segment. The fair value of the asset was determined using a contract value associated with the asset sale.

XML

CHARGES (RECOVERIES) FOR PRODUCT REMEDIATION, NET (Notes)

9 Months Ended

Sep. 30, 2018

CHARGES (RECOVERIES) FOR PRODUCT REMEDIATION, NET

CHARGES (RECOVERIES) FOR PRODUCT REMEDIATION, NET

In July 2017, we announced we were implementing a solution to address concerns regarding our TJI® Joists coated with our former Flak Jacket® Protection product. This issue was isolated to Flak Jacket product manufactured after December 1, 2016, and did not affect any of our other products. In first quarter 2018, we received and recorded insurance recoveries of $20 million. During second quarter 2018, we recorded an additional charge of $25 million as a result of additional product remediation expenses, partially offset by $5 million of insurance recoveries. We did not receive any insurance recoveries or record additional charges in third quarter 2018. During the quarter and year-to-date period ended September 30, 2017, we recorded $190 million and $240 million of product remediation charges, respectively. The charges and recoveries are attributable to our Wood Products segment and were recorded in "Charges (recoveries) for product remediation, net" on the Consolidated Statement of Operations.

XML

OTHER OPERATING COSTS (INCOME), NET

9 Months Ended

Sep. 30, 2018

OTHER OPERATING COSTS (INCOME), NET

OTHER OPERATING COSTS (INCOME), NET

Other operating costs (income), net:

• includes both recurring and occasional income and expense items and

• can fluctuate from year to year.

ITEMS INCLUDED IN OTHER OPERATING COSTS (INCOME), NET

	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2018			SEPTEMBER 2017			SEPTEMBER 2018			SEPTEMBER 2017
Gain on disposition of nonstrategic assets	$	(1	)	$	(5	)	$	(4	)	$	(14	)
Foreign exchange losses (gains), net	2			(3		)	2			—
Litigation expense, net	10			8			23			14
Other, net(1)	10			(12		)	45			2
Total other operating costs (income), net	$	21		$	(12	)	$	66		$	2

(1) "Other, net" includes environmental remediation charges. SeeNote 12: Legal Proceedings, Commitments, and Contingencies for more information.

XML

INCOME TAXES

9 Months Ended

Sep. 30, 2018

INCOME TAXES

INCOME TAXES

As a REIT, we generally are not subject to federal corporate level income taxes on REIT taxable income that is distributed to shareholders. We are required to pay corporate income taxes on earnings of our wholly-owned TRSs, which includes our Wood Products segment and portions of our Timberlands and Real Estate & ENR segments' earnings.

The quarterly provision for income taxes is based on the current estimate of the annual effective tax rate. Our 2018 estimated annual effective tax rate for our TRSs is approximately 25 percent, which is higher than the U.S. domestic statutory federal tax rate primarily due to state income taxes and higher foreign tax rates applicable to foreign earnings.

TAX LEGISLATION

On December 22, 2017, H.R. 1, commonly known as the Tax Cuts and Jobs Act (the "Tax Act"), was enacted. The Tax Act contains significant changes to corporate taxation, including the reduction of the corporate tax rate from 35 percent to 21 percent. As a result of the reduction in the corporate tax rate, we revalued our deferred tax assets and liabilities and recorded a tax expense of $74 million during 2017, which reduced our net deferred tax asset. We were not required to pay a repatriation tax due to the fact that we had no foreign undistributed earnings.

The impact of the Tax Act provisions effective in 2018 is a reduction to our overall estimated annual effective tax rate primarily due to the reduced corporate tax rate.

During first quarter 2018, we adopted ASU 2018-02 which allowed for the reclassification of certain income tax effects related to the Tax Act between accumulated other comprehensive income and retained earnings. Refer to Note 1: Basis of Presentation for further details on this ASU and the related impact on our financial statements.

PENSION CONTRIBUTION TAX ADJUSTMENT

At the end of 2017, we revalued our deferred tax assets (including pension) to the 2018 federal tax rate of 21 percent, as a result of the Tax Act, as discussed above. During third quarter 2018, we announced actions intended to reduce the liabilities of our U.S. qualified pension plan while maintaining the plan’s current funded status and made a decision to contribute $300 million to our U.S. qualified pension plan (refer to Note 8: Pension and Other Postretirement Benefit Plans). We were able to deduct this contribution on our 2017 federal tax return at the 2017 federal tax rate of 35 percent. This resulted in an incremental $41 million tax benefit, for the portion attributable to our TRSs, during third quarter 2018.

ONGOING IRS MATTER

In connection with the merger with Plum Creek, we acquired equity interests in Southern Diversified Timber, LLC, a timberland joint venture (Timberland Venture) with an affiliate of Campbell Global LLC (TCG Member). On August 31, 2016, the Timberland Venture redeemed TCG Member's interest and became a fully consolidated, wholly-owned subsidiary of Weyerhaeuser.

We received a Notice of Final Partnership Administrative Adjustment (FPAA), dated July 20, 2016, from the Internal Revenue Service (IRS) in regard to Plum Creek's 2008 U.S. federal income tax treatment of the transaction forming the Timberland Venture. The IRS is asserting that the transfer of the timberlands to the Timberland Venture was a taxable transaction to Plum Creek at the time of the transfer rather than a nontaxable capital contribution. We have filed a petition in the U.S. Tax Court and will vigorously contest this adjustment.

In the event that we are unsuccessful in this tax litigation, we could be required to recognize and distribute gain to shareholders of approximately $600 million and pay built-in gains tax of approximately $100 million. We would also be required to pay interest on both of those amounts, which would be substantial. As much as 80 percent of any such gain distribution could be made with our common stock, and shareholders would be subject to tax on the distribution at the applicable capital gains tax rate. Alternatively, we could elect to retain the gain and pay corporate-level tax to minimize interest costs to the company.

Although the outcome of this process cannot be predicted with certainty, we are confident in our position based on U.S. tax law and believe we will be successful in defending it. Accordingly, no reserve has been recorded related to this matter.

XML

BASIS OF PRESENTATION (Policies)

9 Months Ended

Sep. 30, 2018

Fair Value of Financial Instruments, Policy [Policy Text Block]

To estimate the fair value of fixed rate long-term debt, we used the following valuation approaches:

• market approach – based on quoted market prices we received for the same types and issues of our debt; or

• income approach – based on the discounted value of the future cash flows using market yields for the same type and comparable issues of debt.

We believe that our variable rate long-term debt instruments have net carrying values that approximate their fair values with only insignificant differences.

The inputs to these valuations are based on market data obtained from independent sources or information derived principally from observable market data. The difference between the fair value and the carrying value represents the theoretical net premium or discount we would pay or receive to retire all debt at the measurement date.

Earnings Per Share, Policy [Policy Text Block]

We use the treasury stock method to calculate the dilutive effect of our outstanding stock options, restricted stock units and performance share units. Share-based payment awards that are contingently issuable upon the achievement of specified performance or market conditions are included in our diluted earnings per share calculation in the period in which the conditions are satisfied.

Revenue Recognition, Policy [Policy Text Block]

PERFORMANCE OBLIGATIONS

A performance obligation, as defined in ASC Topic 606, is a promise in a contract to transfer a distinct good or service to a customer. A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue at the point in time, or over the period, in which the performance obligation is satisfied.

Performance obligations associated with delivered log sales are typically satisfied when the logs are delivered to our customers’ mills or delivered to an ocean vessel in the case of export sales. Performance obligations associated with the sale of wood products are typically satisfied when the products are shipped. The company has elected, as an accounting policy, to treat shipping and handling that is performed after a customer obtains control of the product as an activity required to fulfill the promise to transfer the good; therefore we will not evaluate this requirement as a separate performance obligation.

Customers are generally invoiced shortly after logs are delivered or after wood products are shipped, with payment generally due within a month or less of the invoice date. ASC Topic 606 requires entities to consider significant financing components of contracts with customers, though allows for the use of a practical expedient when the period between satisfaction of a performance obligation and payment receipt is one year or less. Given the nature of our revenue transactions, we have elected to utilize this practical expedient.

Performance obligations associated with real estate sales are generally met when placed into escrow and all conditions of closing have been satisfied.

CONTRACT ESTIMATES

Substantially all of the company’s performance obligations are satisfied as of a point in time. Therefore, there is little judgment in determining when control transfers for our business segments as described above.

The transaction price for log sales generally equals the amount billed to our customer for logs delivered during the accounting period. For the limited number of log sales subject to a long-term supply agreement, the transaction price is variable but is known at the time of billing. For wood products sales, the transaction price is generally the amount billed to the customer for the products shipped but may be reduced slightly for estimated cash discounts and rebates.

There are no significant contract estimates related to the real estate business.

CONTRACT BALANCES

In general, customers are billed and a receivable is recorded as we ship and/or deliver wood products and logs. We generally receive payment shortly after products have been received by our customers. Contract asset and liability balances are immaterial.

Consolidation, Policy [Policy Text Block]

Our consolidated financial statements provide an overall view of our results of operations and financial condition. They include our accounts and the accounts of entities we control, including:

• majority-owned domestic and foreign subsidiaries and

• variable interest entities in which we are the primary beneficiary.

They do not include our intercompany transactions and accounts, which are eliminated.

We account for investments in and advances to unconsolidated equity affiliates using the equity method, with taxes provided on undistributed earnings. This means that we record earnings and accrue taxes in the period earnings are recognized by our unconsolidated equity affiliates.

Throughout these Notes to Consolidated Financial Statements, unless specified otherwise, references to “Weyerhaeuser,” “we,” “the company” and “our” refer to the consolidated company.

New Accounting Pronouncements, Policy

NEW ACCOUNTING PRONOUNCEMENTS

Leases

In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-02, which requires lessees to recognize assets and liabilities for the rights and obligations created by those leases and requires leases to be recognized on the balance sheet. The new guidance is effective for fiscal years beginning after December 15, 2018, and early adoption is permitted. We plan to adopt on January 1, 2019. We have evaluated the relevant guidance and will continue to monitor subsequent revisions either made or being contemplated by the FASB, including application of the available practical expedients. We estimate the adoption will result in the recognition of additional rights of use assets and lease liabilities for operating leases of less than 2 percent of our total assets on our Consolidated Balance Sheet. These leases are primarily related to vehicles, equipment, office and wholesale space leases previously disclosed in Note 14, “Legal Proceedings, Commitments and Contingencies,” in our Annual Report on Form 10-K for the year ended December 31, 2017.

Reclassification of Certain Amounts from Accumulated Other Comprehensive Loss

In February 2018, the FASB issued ASU 2018-02, which allows for the reclassification of certain income tax effects related to the Tax Cuts and Jobs Act (the "Tax Act") between “Accumulated other comprehensive loss” and “Retained earnings.” This ASU provides that adjustments to deferred tax liabilities and assets related to a change in tax laws be included in “Income from continuing operations”, even in situations where the related items were originally recognized in “Other comprehensive income.” The amendments in this ASU are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. Adoption of this ASU is to be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the tax laws was recognized. We adopted this ASU during first quarter 2018 using the period of adoption method, which resulted in a reclassification of $253 million from "Accumulated other comprehensive loss" to "Retained earnings" on our Consolidated Balance Sheetdue to changes in federal statutory and effective state rates. In general, tax effects unrelated to the Tax Act are released from accumulated other comprehensive loss using the portfolio approach.

In January 2016, the FASB issued ASU 2016-01, which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. We adopted ASU 2016-01 in first quarter 2018, which resulted in a reclassification of accumulated unrealized gains on available-for-sale securities of $9 million from "Accumulated other comprehensive loss" to "Retained earnings" on our Consolidated Balance Sheet.

XML

BUSINESS SEGMENTS (Tables)

9 Months Ended

Sep. 30, 2018

A Reconciliation of Revenue from Segments to Consolidated

A reconciliation of our business segment information to the respective information in the Consolidated Statement of Operations is as follows:

	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2018			SEPTEMBER 2017			SEPTEMBER 2018			SEPTEMBER 2017
Sales to unaffiliated customers:
Timberlands	$	468		$	491		$	1,455		$	1,446
Real Estate & ENR	96			82			205			181
Wood Products	1,346			1,299			4,180			3,746
	1,910			1,872			5,840			5,373
Intersegment sales:
Timberlands	185			179			598			544
Total sales	2,095			2,051			6,438			5,917
Intersegment eliminations	(185		)	(179		)	(598		)	(544		)
Total	$	1,910		$	1,872		$	5,840		$	5,373
Net contribution to earnings:
Timberlands(1)	$	126		$	131		$	476		$	267
Real Estate & ENR	36			47			83			96
Wood Products(2)	213			40			812			389
	375			218			1,371			752
Unallocated items(3)	(42		)	(17		)	(172		)	(113		)
Net contribution to earnings	333			201			1,199			639
Interest expense, net of capitalized interest	(93		)	(98		)	(278		)	(297		)
Earnings before income taxes	240			103			921			342
Income taxes	15			27			(80		)	(31		)
Net earnings	$	255		$	130		$	841		$	311

(1) Net contribution to earnings for the Timberlands segment includes a noncash pretax impairment charge of $147 million, recorded during second quarter 2017. This impairment was a result of our agreement to sell our Uruguayan operations, as announced during June 2017. Refer to Note 15: Charges for Integration and Restructuring, Closures and Asset Impairments.

(2) Net contribution to earnings for the Wood Products segment includes a $25 million recovery and a $25 million charge recorded in the year-to-date period ended September 30, 2018, and $190 million and $240 million charges recorded in the quarter and year-to-date period ended September 30, 2017, respectively. We did not receive any insurance recoveries or record additional charges in third quarter 2018. These changes were recorded to accrue for estimated costs to remediate an issue with certain I-joists coated with our former Flak Jacket® Protection product. Refer to Note 16: Charges (Recoveries) for Product Remediation, Net for additional details.

(3) 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 expenses, pension and postretirement costs, foreign exchange transaction gains and losses and the elimination of intersegment profit in inventory and LIFO.

XML

REVENUE RECOGNITION (Tables)

9 Months Ended

Sep. 30, 2018

Revenue from External Customer

Revenue by Major Products

MAJOR PRODUCTS

A reconciliation of revenue recognized by our major products:

	QUARTER ENDED				YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2018		SEPTEMBER 2017		SEPTEMBER 2018		SEPTEMBER 2017
Net sales:
Timberlands Segment
Delivered logs(1):
West
Domestic sales	$	125	$	102	$	398	$	347
Export sales	113		119		368		326
Subtotal West	238		221		766		673
South	157		155		472		451
North	25		25		70		68
Other	9		17		30		48
Subtotal delivered logs sales	429		418		1,338		1,240
Stumpage and pay-as-cut timber	13		23		39		52
Recreational and other lease revenue	15		16		44		45
Other(2)	11		34		34		109
Net sales attributable to Timberlands segment	468		491		1,455		1,446
Real Estate & ENR Segment
Real estate	76		64		148		128
Energy and natural resources	20		18		57		53
Net sales attributable to Real Estate & ENR segment	96		82		205		181
Wood Products Segment
Structural lumber	581		525		1,831		1,541
Engineered solid section	132		131		400		378
Engineered I-joists	91		93		261		251
Oriented strand board	215		243		724		671
Softwood plywood	53		45		158		136
Medium density fiberboard	48		48		138		146
Complementary building products	152		146		449		417
Other	74		68		219		206
Net sales attributable to Wood Products segment	1,346		1,299		4,180		3,746
Total net sales	$	1,910	$	1,872	$	5,840	$	5,373

(1) The West region includes Washington and Oregon. The South region includes Virginia, North Carolina, South Carolina, Florida, Georgia, Alabama, Mississippi, Louisiana, Arkansas, Texas and Oklahoma. The North region includes West Virginia, Maine, New Hampshire, Vermont, Michigan, Wisconsin and Montana. Other includes our Canadian operations and former Twin Creeks Venture (terminated in December 2017).

(2) Other Timberlands sales include sales of seeds and seedlings, chips, as well as sales from our former Uruguayan operations (sold during third quarter 2017). Our former Uruguayan operations included logs, plywood and hardwood lumber harvested or produced. Refer to Note 4: Operations Divested for further information.

XML

NET EARNINGS PER SHARE AND SHARE REPURCHASES (Tables)

9 Months Ended

Sep. 30, 2018

Dilutive Potential Common Shares

Diluted earnings per share is net earnings divided by the sum of the weighted average number of our outstanding common shares and the effect of our outstanding dilutive potential common shares.

	QUARTER ENDED		YEAR-TO-DATE ENDED
SHARES IN THOUSANDS	SEPTEMBER 2018	SEPTEMBER 2017	SEPTEMBER 2018	SEPTEMBER 2017
Weighted average common shares outstanding – basic	754,986	753,535	756,531	752,301
Dilutive potential common shares:
Stock options	1,370	2,437	1,560	2,754
Restricted stock units	629	551	570	529
Performance share units	404	380	455	474
Total effect of outstanding dilutive potential common shares	2,403	3,368	2,585	3,757
Weighted average common shares outstanding – dilutive	757,389	756,903	759,116	756,058

Potential Shares Not Included in the Computation of Diluted Earnings per Share

Potential Shares Not Included in the Computation of Diluted Earnings per Share

The following shares were not included in the computation of diluted earnings per share because they were either antidilutive or the required performance or market conditions were not met. Some or all of these shares may be dilutive potential common shares in future periods.

	QUARTER ENDED		YEAR-TO-DATE ENDED
SHARES IN THOUSANDS	SEPTEMBER 2018	SEPTEMBER 2017	SEPTEMBER 2018	SEPTEMBER 2017
Stock options	1,166	1,381	1,166	1,381
Performance share units	830	556	830	556

XML

INVENTORIES (Tables)

9 Months Ended

Sep. 30, 2018

Inventories

Inventories include raw materials, work-in-process, finished goods, and materials and supplies.

DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 30, 2018		DECEMBER 31, 2017
LIFO inventories:
Logs	$	16	$	17
Lumber, plywood, panels and fiberboard	63		66
Other products	13		10
FIFO or moving average cost inventories:
Logs	21		38
Lumber, plywood, panels, fiberboard and engineered wood products	107		91
Other products	80		77
Materials and supplies	89		84
Total	$	389	$	383

XML

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Tables)

9 Months Ended

Sep. 30, 2018

Components of Net Periodic Benefit Costs

The components of net periodic benefit cost are:

	PENSION
	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2018			SEPTEMBER 2017			SEPTEMBER 2018			SEPTEMBER 2017
Service cost	$	10		$	9		$	28		$	26
Interest cost	58			66			177			198
Expected return on plan assets	(100		)	(101		)	(300		)	(306		)
Amortization of actuarial loss	56			48			169			145
Amortization of prior service cost	1			1			3			3
Total net periodic benefit cost - pension	$	25		$	23		$	77		$	66

	OTHER POSTRETIREMENT BENEFITS
	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2018			SEPTEMBER 2017			SEPTEMBER 2018			SEPTEMBER 2017
Interest cost	$	2		$	2		$	5		$	6
Amortization of actuarial loss	2			2			6			6
Amortization of prior service credit	(2		)	(2		)	(6		)	(6		)
Total net periodic benefit cost - other postretirement benefits	$	2		$	2		$	5		$	6

XML

ACCRUED LIABILITIES (Tables)

9 Months Ended

Sep. 30, 2018

Accrued Liabilities

Accrued liabilities were comprised of the following:

DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 30, 2018		DECEMBER 31, 2017
Accrued compensation and employee benefit costs	$	184	$	223
Accrued taxes payable	40		43
Customer rebates, volume discounts and deferred income	110		96
Interest	84		111
Product remediation accrual	4		98
Other	69		74
Total	$	491	$	645

XML

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

9 Months Ended

Sep. 30, 2018

Estimated Fair Values and Carrying Values of Long-Term Debt

The estimated fair values and carrying values of our long-term debt consisted of the following:

	SEPTEMBER 30, 2018				DECEMBER 31, 2017
DOLLAR AMOUNTS IN MILLIONS	CARRYING  VALUE		FAIR VALUE (LEVEL 2)		CARRYING  VALUE		FAIR VALUE (LEVEL 2)
Long-term debt (including current maturities)(1):
Fixed rate	$	5,697	$	6,378	$	5,768	$	6,823
Variable rate	224		225		224		225
Total debt	$	5,921	$	6,603	$	5,992	$	7,048

(1) Excludes nonrecourse debt held by our Variable Interest Entities (VIEs).

XML

ACCUMLATED OTHER COMPREHENSIVE LOSS (Tables)

9 Months Ended

Sep. 30, 2018

Items included in accumulated other comprehensive loss

Changes in amounts included in our accumulated other comprehensive loss by component are:

				PENSION						OTHER POSTRETIREMENT BENEFITS
DOLLAR AMOUNTS IN MILLIONS	Foreign currency translation adjustments			Actuarial loss			Prior service cost			Actuarial loss			Prior service credit			Unrealized gains on available-for-sale securities			Total
Beginning balance as of December 31, 2017	$	264		$	(1,802	)	$	(8	)	$	(48	)	$	23		$	9		$	(1,562	)
Other comprehensive income (loss) before reclassifications(1)	(16		)	159			—			—			—			—			143
Amounts reclassified from accumulated other comprehensive loss to earnings(1)(2)	—			127			1			5			(4		)	—			129
Total other comprehensive income (loss)	(16		)	286			1			5			(4		)	—			272
Reclassification of certain tax effects due to tax law changes(3)	—			(245		)	(1		)	(12		)	5			—			(253		)
Reclassification of accumulated unrealized gains on available-for-sale securities(4)	—			—			—			—			—			(9		)	(9		)
Net amounts reclassified from accumulated other comprehensive loss to retained earnings	—			(245		)	(1		)	(12		)	5			(9		)	(262		)
Ending balance as of September 30, 2018	$	248		$	(1,761	)	$	(8	)	$	(55	)	$	24		$	—		$	(1,552	)

(1) Amounts are presented net of tax.

(2) Amortization of actuarial loss and prior service (cost) credit are components of net periodic benefit cost (credit). See Note 8: Pension and Other Postretirement Benefit Plans.

(3) We reclassified certain tax effects from tax law changes of $253 million from "Accumulated other comprehensive loss" to "Retained earnings" on our Consolidated Balance Sheet in accordance with ASU 2018-02. SeeNote 1: Basis of Presentation.

(4) We reclassified accumulated unrealized gains from available-for-sale securities of $9 million from "Accumulated other comprehensive loss" to "Retained earnings" on our Consolidated Balance Sheet in accordance with ASU 2016-01. SeeNote 1: Basis of Presentation.

XML

SHARE-BASED COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2018

Schedule of Share-based Compensation Activity

Share-based compensation activity during year-to-date 2018 included the following:

SHARES IN THOUSANDS	Granted	Vested
Restricted Stock Units (RSUs)	731	595
Performance Share Units (PSUs)	344	112

Weighted Average Assumptions Used in Estimating the Value of Performance Share Units Granted

Weighted Average Assumptions Used in Estimating the Value of Performance Share Units Granted in 2018

	Performance Share Units
Performance period	1/1/2018		–	12/31/2020
Valuation date average stock price(1)				$34.14
Expected dividends				3.81%
Risk-free rate	1.75	%	–	2.34%
Expected volatility	17.30	%	–	21.52%

(1) Calculated as an average of the high and low prices on grant date.

XML

CHARGES FOR INTEGRATION AND RESTRUCTURING, CLOSURES AND ASSET IMPAIRMENTS (Tables)

9 Months Ended

Sep. 30, 2018

Restructuring Cost and Reserve [Line Items]

Items Included in Our Integration and Restructuring, Closure and Asset Impairment Charges

	QUARTER ENDED				YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2018		SEPTEMBER 2017		SEPTEMBER 2018		SEPTEMBER 2017
Integration and restructuring charges related to Plum Creek	$	—	$	6	$	—	$	20
Charges related to closures and other restructuring activities	—		2		1		5
Impairments of long-lived assets	—		6		1		153
Total charges for integration and restructuring, closures and asset impairments	$	—	$	14	$	2	$	178

XML

OTHER OPERATING COSTS (INCOME), NET (Tables)

9 Months Ended

Sep. 30, 2018

Items Included in Other Operating Costs (Income), Net

ITEMS INCLUDED IN OTHER OPERATING COSTS (INCOME), NET

	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2018			SEPTEMBER 2017			SEPTEMBER 2018			SEPTEMBER 2017
Gain on disposition of nonstrategic assets	$	(1	)	$	(5	)	$	(4	)	$	(14	)
Foreign exchange losses (gains), net	2			(3		)	2			—
Litigation expense, net	10			8			23			14
Other, net(1)	10			(12		)	45			2
Total other operating costs (income), net	$	21		$	(12	)	$	66		$	2

(1) "Other, net" includes environmental remediation charges. SeeNote 12: Legal Proceedings, Commitments, and Contingencies for more information.

XML

BASIS OF PRESENTATION Additional Information (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Mar. 31, 2018	Sep. 30, 2018
Reclassification of certain tax affects from tax law changes, 2018-02		$ 253
Reclassification of accumulated unrealized gains on available-for-sale securities, ASU 2016-01		$ 9
Adjustments for New Accounting Principle, Early Adoption
Reclassification of certain tax affects from tax law changes, 2018-02	$ 253
Reclassification of accumulated unrealized gains on available-for-sale securities, ASU 2016-01	$ 9

XML

BUSINESS SEGMENTS Reconciliation from Segment Totals to Consolidated (Details) - USD ($)	3 Months Ended					9 Months Ended
	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Sep. 30, 2017	Jun. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Segment Reporting, Revenue Reconciling Item
Charges for impairment of assets	$ 0			$ 6,000,000	$ 147,000,000	$ 1,000,000	$ 153,000,000
Insurance recoveries	0
Sales to unaffiliated customers	1,910,000,000			1,872,000,000		5,840,000,000	5,373,000,000
Third party and intersegment revenue, net	2,095,000,000			2,051,000,000		6,438,000,000	5,917,000,000
Net contribution to earnings	333,000,000			201,000,000		1,199,000,000	639,000,000
Interest expense, net of capitalized interest	(93,000,000)			(98,000,000)		(278,000,000)	(297,000,000)
Earnings before income taxes	240,000,000			103,000,000		921,000,000	342,000,000
Income taxes	15,000,000			27,000,000		(80,000,000)	(31,000,000)
Net earnings	255,000,000			130,000,000		841,000,000	311,000,000
Charges (recoveries) for product remediation, net	0			190,000,000		0	240,000,000
Intersegment eliminations
Segment Reporting, Revenue Reconciling Item
Intersegment sales	(185,000,000)			(179,000,000)		(598,000,000)	(544,000,000)
Operating segments
Segment Reporting, Revenue Reconciling Item
Net contribution to earnings	375,000,000			218,000,000		1,371,000,000	752,000,000
Unallocated items
Segment Reporting, Revenue Reconciling Item
Net contribution to earnings	(42,000,000)			(17,000,000)		(172,000,000)	(113,000,000)
Timberlands
Segment Reporting, Revenue Reconciling Item
Charges for impairment of assets					$ 147,000,000
Sales to unaffiliated customers	468,000,000			491,000,000		1,455,000,000	1,446,000,000
Intersegment sales	185,000,000			179,000,000		598,000,000	544,000,000
Net contribution to earnings	126,000,000			131,000,000		476,000,000	267,000,000
RE & ENR
Segment Reporting, Revenue Reconciling Item
Sales to unaffiliated customers	96,000,000			82,000,000		205,000,000	181,000,000
Net contribution to earnings	36,000,000			47,000,000		83,000,000	96,000,000
Wood Products
Segment Reporting, Revenue Reconciling Item
Charges for impairment of assets				6,000,000
Insurance recoveries		$ 5,000,000	$ 20,000,000			25,000,000
Sales to unaffiliated customers	1,346,000,000			1,299,000,000		4,180,000,000	3,746,000,000
Net contribution to earnings	$ 213,000,000			40,000,000		812,000,000	389,000,000
Charges (recoveries) for product remediation, net		$ 25,000,000		$ 190,000,000		$ 25,000,000	$ 240,000,000

XML

REVENUE RECOGNITION (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Revenue from External Customer
Revenues	$ 1,910	$ 1,872	$ 5,840	$ 5,373
Timberlands
Revenue from External Customer
Revenues	468	491	1,455	1,446
Timberlands | Delivered logs
Revenue from External Customer
Revenues	429	418	1,338	1,240
Timberlands | Stumpage and pay-as-cut timber
Revenue from External Customer
Revenues	13	23	39	52
Timberlands | Recreational and other lease revenue
Revenue from External Customer
Revenues	15	16	44	45
Timberlands | Other
Revenue from External Customer
Revenues	11	34	34	109
Timberlands | West | Delivered logs
Revenue from External Customer
Revenues	238	221	766	673
Timberlands | South | Delivered logs
Revenue from External Customer
Revenues	157	155	472	451
Timberlands | North | Delivered logs
Revenue from External Customer
Revenues	25	25	70	68
Timberlands | Other | Delivered logs
Revenue from External Customer
Revenues	9	17	30	48
Timberlands | Domestic sales | West | Delivered logs
Revenue from External Customer
Revenues	125	102	398	347
Timberlands | Export sales | West | Delivered logs
Revenue from External Customer
Revenues	113	119	368	326
RE & ENR
Revenue from External Customer
Revenues	96	82	205	181
RE & ENR | Real estate
Revenue from External Customer
Revenues	76	64	148	128
RE & ENR | Energy and natural resources
Revenue from External Customer
Revenues	20	18	57	53
Wood Products
Revenue from External Customer
Revenues	1,346	1,299	4,180	3,746
Wood Products | Structural lumber
Revenue from External Customer
Revenues	581	525	1,831	1,541
Wood Products | Engineered solid section
Revenue from External Customer
Revenues	132	131	400	378
Wood Products | Engineered I-joists
Revenue from External Customer
Revenues	91	93	261	251
Wood Products | Oriented strand board
Revenue from External Customer
Revenues	215	243	724	671
Wood Products | Softwood plywood
Revenue from External Customer
Revenues	53	45	158	136
Wood Products | Medium density fiberboard
Revenue from External Customer
Revenues	48	48	138	146
Wood Products | Complementary building products
Revenue from External Customer
Revenues	152	146	449	417
Wood Products | Other
Revenue from External Customer
Revenues	$ 74	$ 68	$ 219	$ 206

XML

OPERATIONS DIVESTED Additional Details (Details) $ in Millions	3 Months Ended
	Sep. 30, 2017 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net gain on divestiture of business	$ 0
Uruguayan Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from divestiture of businesses	$ 403

XML

NET EARNINGS PER SHARE AND SHARE REPURCHASES Dilutive Potential Common Shares (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Basic	754,986	753,535	756,531	752,301
Dilutive potential common shares	2,403	3,368	2,585	3,757
Diluted	757,389	756,903	759,116	756,058
Stock options
Dilutive potential common shares	1,370	2,437	1,560	2,754
Restricted stock units
Dilutive potential common shares	629	551	570	529
Performance share units
Dilutive potential common shares	404	380	455	474

XML

NET EARNINGS PER SHARE AND SHARE REPURCHASES Potential Shares Not Included in the Computation of Diluted Earnings Per Share (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential shares not included in the computation of diluted earnings per share	1,166	1,381	1,166	1,381
Performance share units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential shares not included in the computation of diluted earnings per share	830	556	830	556

XML

NET EARNINGS PER SHARE AND SHARE REPURCHASES Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017	Nov. 08, 2015
Stock Repurchase Program, Authorized Amount						$ 2,500
Earnings per share, basic and diluted	$ 0.34	$ 0.17	$ 1.11	$ 0.41
Stock Repurchased During Period, Shares	8,583,244		8,585,844
Payments for Repurchase of Common Stock (including unsettled repurchases)	$ 290		$ 291
Stock Repurchase Program, Remaining Authorized Repurchase Amount	210		210
Unsettled Share Repurchases [Member]
Unsettled Share Repurchases	$ 18		$ 18		$ 0

XML

INVENTORIES Inventories (Details) - USD ($) $ in Millions	Sep. 30, 2018	Dec. 31, 2017
Inventory [Line Items]
Total	$ 389	$ 383
Logs
Inventory [Line Items]
LIFO inventories	16	17
FIFO or moving average cost inventories	21	38
Lumber, plywood, panels and fiberboard
Inventory [Line Items]
LIFO inventories	63	66
Lumber, plywood, panels, fiberboard and engineered wood products
Inventory [Line Items]
FIFO or moving average cost inventories	107	91
Other products
Inventory [Line Items]
LIFO inventories	13	10
FIFO or moving average cost inventories	80	77
Materials and supplies
Inventory [Line Items]
FIFO or moving average cost inventories	$ 89	$ 84

XML

INVENTORIES Additional information (Details) - USD ($) $ in Millions	Sep. 30, 2018	Dec. 31, 2017
Inventory [Line Items]
Increase in inventory amount if FIFO would have been used	$ 69	$ 70

XML

SPECIAL-PURPOSE ENTITIES Additional Information (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
SPE Transaction
SPE short-term notes	$ 511	$ 209
SPE restricted financial investments	253	0
Monetization SPEs, December 31, 2018
SPE Transaction
SPE short-term notes	$ 209	$ 0
Debt instrument, maturity date	Dec. 31, 2018
Buyer Sponsored SPEs
SPE Transaction
SPE restricted financial investments	$ 253
Investment maturity date	Mar. 31, 2019
Monetization SPEs, September 30, 2019
SPE Transaction
SPE short-term notes	$ 302
Debt instrument, maturity date	Sep. 30, 2019

XML

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS Components of Net Periodic Benefit Costs (Credits) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Pension
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 10	$ 9	$ 28	$ 26
Interest cost	58	66	177	198
Expected return on plan assets	(100)	(101)	(300)	(306)
Amortization of actuarial loss	56	48	169	145
Amortization of prior service cost	1	1	3	3
Total net periodic benefit cost	25	23	77	66
Other Postretirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Interest cost	2	2	5	6
Amortization of actuarial loss	2	2	6	6
Amortization of prior service cost	(2)	(2)	(6)	(6)
Total net periodic benefit cost	$ 2	$ 2	$ 5	$ 6

XML

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Jun. 30, 2018	Sep. 30, 2018
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Plan Assets, Period Increase (Decrease)		$ 44
Defined Benefit Plan, Benefit Obligation, Period Increase (Decrease)		(155)
Defined Benefit Plan Funded Status Period Increase (Decrease)		$ 199
Registered Canadian Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Expected contribution to benefit plans during 2018	$ 24		$ 24
Non Registered Canadian Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Expected contribution to benefit plans during 2018	2		2
U.S. Non-Qualified Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Expected contribution to benefit plans during 2018	19		19
U.S. Qualified Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Pension Contribution	300		300
U.S. and Canadian Other Postretirement Plans
Defined Benefit Plan Disclosure [Line Items]
Expected contribution to benefit plans during 2018	$ 19		$ 19

XML

ACCRUED LIABILITIES Accrued Liabilities (Detail) - USD ($) $ in Millions	Sep. 30, 2018	Dec. 31, 2017
Accrued compensation and employee benefit costs	$ 184	$ 223
Accrued taxes payable	40	43
Customer rebates, volume discounts and deferred income	110	96
Interest	84	111
Product remediation accrual	4	98
Other	69	74
Total	$ 491	$ 645

XML

LONG-TERM DEBT AND LINES OF CREDIT Additional Information (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Mar. 31, 2018	Sep. 30, 2018	Mar. 31, 2017
line of credit expiration date		Mar. 31, 2022
Line of credit, maximum borrowing capacity		$ 1,500
Revolving line of credit, outstanding balance		$ 0
Prior Credit Facility
Line of credit, maximum borrowing capacity			$ 1,000
7.00 Debenture [Member]
Repayments of debt	$ 62

XML

FAIR VALUE OF FINANCIAL INSTRUMENTS Estimated Fair Values and Carrying Values of Long-Term Debt (Detail) - USD ($) $ in Millions	Sep. 30, 2018	Dec. 31, 2017
FAIR VALUE OF FINANCIAL INSTRUMENTS [Line Items]
Long-term debt, including current maturities	$ 5,921	$ 5,992
Fair Value, Inputs, Level 2
FAIR VALUE OF FINANCIAL INSTRUMENTS [Line Items]
Long-term debt, fair value	6,603	7,048
Fixed interest rate
FAIR VALUE OF FINANCIAL INSTRUMENTS [Line Items]
Long-term debt, including current maturities	5,697	5,768
Fixed interest rate | Fair Value, Inputs, Level 2
FAIR VALUE OF FINANCIAL INSTRUMENTS [Line Items]
Long-term debt, fair value	6,378	6,823
Variable interest rate
FAIR VALUE OF FINANCIAL INSTRUMENTS [Line Items]
Long-term debt, including current maturities	224	224
Variable interest rate | Fair Value, Inputs, Level 2
FAIR VALUE OF FINANCIAL INSTRUMENTS [Line Items]
Long-term debt, fair value	$ 225	$ 225

XML

LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Sep. 30, 2018
Commitments and Contingencies Disclosure [Line Items]
Environmental remediation expense	$ 28
Accrued estimated remediation costs		$ 67
Asset retirement obligations		$ 30

XML

ACCUMLATED OTHER COMPREHENSIVE LOSS Items Included in Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Beginning balance			$ (1,562)
Other comprehensive income (loss) before reclassifications(1)			143
Amounts reclassified from accumulated other comprehensive loss to earnings(1)(2)			129
Total other comprehensive income (loss)	$ 51	$ 42	272	$ 122
Reclassification of certain tax affects due to tax law changes(3)			(253)
Reclassification of accumulated unrealized gains on available-for-sale securities(4)			(9)
Net amounts reclassified from accumulated other comprehensive loss to retained earnings			(262)
Ending balance	(1,552)		(1,552)
Foreign currency translation adjustments
Beginning balance			264
Other comprehensive income (loss) before reclassifications(1)			(16)
Amounts reclassified from accumulated other comprehensive loss to earnings(1)(2)			0
Total other comprehensive income (loss)			(16)
Reclassification of certain tax affects due to tax law changes(3)			0
Reclassification of accumulated unrealized gains on available-for-sale securities(4)			0
Net amounts reclassified from accumulated other comprehensive loss to retained earnings			0
Ending balance	248		248
Actuarial loss | Pension
Beginning balance			(1,802)
Other comprehensive income (loss) before reclassifications(1)			159
Amounts reclassified from accumulated other comprehensive loss to earnings(1)(2)			127
Total other comprehensive income (loss)			286
Reclassification of certain tax affects due to tax law changes(3)			(245)
Reclassification of accumulated unrealized gains on available-for-sale securities(4)			0
Net amounts reclassified from accumulated other comprehensive loss to retained earnings			(245)
Ending balance	(1,761)		(1,761)
Actuarial loss | Other Postretirement Benefits
Beginning balance			(48)
Other comprehensive income (loss) before reclassifications(1)			0
Amounts reclassified from accumulated other comprehensive loss to earnings(1)(2)			5
Total other comprehensive income (loss)			5
Reclassification of certain tax affects due to tax law changes(3)			(12)
Reclassification of accumulated unrealized gains on available-for-sale securities(4)			0
Net amounts reclassified from accumulated other comprehensive loss to retained earnings			(12)
Ending balance	(55)		(55)
Prior service (costs) credits | Pension
Beginning balance			(8)
Other comprehensive income (loss) before reclassifications(1)			0
Amounts reclassified from accumulated other comprehensive loss to earnings(1)(2)			1
Total other comprehensive income (loss)			1
Reclassification of certain tax affects due to tax law changes(3)			(1)
Reclassification of accumulated unrealized gains on available-for-sale securities(4)			0
Net amounts reclassified from accumulated other comprehensive loss to retained earnings			(1)
Ending balance	(8)		(8)
Prior service (costs) credits | Other Postretirement Benefits
Beginning balance			23
Other comprehensive income (loss) before reclassifications(1)			0
Amounts reclassified from accumulated other comprehensive loss to earnings(1)(2)			(4)
Total other comprehensive income (loss)			(4)
Reclassification of certain tax affects due to tax law changes(3)			5
Reclassification of accumulated unrealized gains on available-for-sale securities(4)			0
Net amounts reclassified from accumulated other comprehensive loss to retained earnings			5
Ending balance	24		24
Unrealized gains on available-for-sale securities
Beginning balance			9
Other comprehensive income (loss) before reclassifications(1)			0
Amounts reclassified from accumulated other comprehensive loss to earnings(1)(2)			0
Total other comprehensive income (loss)			0
Reclassification of certain tax affects due to tax law changes(3)			0
Reclassification of accumulated unrealized gains on available-for-sale securities(4)			(9)
Net amounts reclassified from accumulated other comprehensive loss to retained earnings			(9)
Ending balance	$ 0		$ 0

XML

SHARE-BASED COMPENSATION Schedule of Share-Based Compensation Activity (Details) shares in Thousands	9 Months Ended
	Sep. 30, 2018 shares
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted	731
Vested	595
Performance share units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted	344
Vested	112

XML

SHARE-BASED COMPENSATION Weighted Average Assumptions Used in Estimating the Value of Performance Share Units Granted (Details) - Performance share units	9 Months Ended
	Sep. 30, 2018 $ / shares Rate
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Valuation date average stock price(1) | $ / shares	$ 34.14
Expected dividends	3.81%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance period	1/1/2018
Risk-free rate minimum	1.75%
Expected volatility minimum	17.30%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance period	12/31/2020
Risk-free rate maximum	2.34%
Expected volatility maximum	21.52%

XML

SHARE-BASED COMPENSATION Additional Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued during period	2,600,000.00
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average fair value of units granted	$ 34.10
Performance share units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average fair value of units granted	$ 35.49
Performance share units | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Final number of shares awarded of each grant's target	0.00%
Performance share units | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Final number of shares awarded of each grant's target	150.00%
Value management awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target level vesting rate		$ 100

XML

CHARGES FOR INTEGRATION AND RESTRUCTURING, CLOSURES AND ASSET IMPAIRMENTS Items Included in Our Integration and Restructuring, Closure and Asset Impairment Charges (Details) - USD ($) $ in Millions	3 Months Ended			9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Jun. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Charges related to integration and restructuring
Impairments of long-lived assets	$ 0	$ 6	$ 147	$ 1	$ 153
Total charges for integration and restructuring, closures and asset impairments	0	14		2	178
Plum Creek
Charges related to integration and restructuring
Integration and restructuring charges related to Plum Creek	0	6		0	20
Other
Charges related to integration and restructuring
Charges related to closures and other restructuring activities	$ 0	$ 2		$ 1	$ 5

XML

CHARGES FOR INTEGRATION AND RESTRUCTURING, CLOSURES AND ASSET IMPAIRMENTS Additional Information (Details) - USD ($) $ in Millions	3 Months Ended			9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Jun. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Restructuring Cost and Reserve [Line Items]
Impairments of long-lived assets	$ 0	$ 6	$ 147	$ 1	$ 153
Wood Products
Restructuring Cost and Reserve [Line Items]
Impairments of long-lived assets		6
Uruguayan Operations
Restructuring Cost and Reserve [Line Items]
Proceeds from divestiture of businesses		$ 403

XML

CHARGES (RECOVERIES) FOR PRODUCT REMEDIATION, NET (Details) - USD ($)	3 Months Ended				9 Months Ended
	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Commitments and Contingencies Disclosure [Line Items]
Insurance recoveries	$ 0
Charges (recoveries) for product remediation, net	$ 0			$ 190,000,000	$ 0	$ 240,000,000
Wood Products
Commitments and Contingencies Disclosure [Line Items]
Insurance recoveries		$ 5,000,000	$ 20,000,000		25,000,000
Charges (recoveries) for product remediation, net		$ 25,000,000		$ 190,000,000	$ 25,000,000	$ 240,000,000

XML

OTHER OPERATING COSTS (INCOME), NET Items Included in Other Operating Costs (Income), Net (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Gain on disposition of nonstrategic assets	$ (1)	$ (5)	$ (4)	$ (14)
Foreign exchange losses (gains), net	2	(3)	2	0
Litigation expense, net	10	8	23	14
Other, net(1)	10		45	2
Other Operating Income		(12)
Total other operating costs (income), net	$ 21	$ (12)	$ 66	$ 2

XML

INCOME TAXES Additional Information (Detail) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Sep. 30, 2018	Dec. 31, 2017
Estimated annual effective tax rate for our Taxable REIT Subsidiary		25.00%
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent		21.00%	35.00%
Tax affect of U.S. Corporate rate change			$ 74,000,000
Tax provision benefit		$ 41,000,000
Gain from potential tax adjustment		600,000,000
Tax liability from potential adjustment		100,000,000
Estimated Litigation Liability	$ 0	$ 0
Maximum
Percentage of gain distributed in common stock	80.00%	80.00%
Qualified Pension Plans
Pension Contribution	$ 300,000,000	$ 300,000,000