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•	the SEC website — www.sec.gov;

•	the SEC’s Public Conference Room, 100 F St. N.E., Washington, D.C., 20549, (800) SEC-0330; and

•	our website (without charge) — www.weyerhaeuser.com.

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•	Timberlands;

•	Real Estate, Energy and Natural Resources (Real Estate & ENR); and

•	Wood Products.

•	Timberlands — Extract maximum timber value from each acre we own or manage.

•	Real Estate & ENR — Deliver premiums to timber value by identifying and monetizing higher and better use lands and capturing the full value of surface and subsurface assets.

•	Wood Products — Manufacture high-quality lumber, structural panels and engineered wood products, as well as deliver complementary building products for residential, multi-family, industrial and light commercial applications at competitive costs.

•	grow and harvest trees;

•	maximize the value of every acre we own; and

•	manufacture and sell wood products.

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•	plants seedlings to reforest harvested areas using the most effective regeneration method for the site and species (natural regeneration is employed and managed in parts of Canada and the northern U.S.);

•	manages our timberlands as the planted trees grow to maturity;

•	harvests trees to be converted into lumber, wood products, pellets, pulp and paper;

•	strives to sustain and maximize the timber supply from our timberlands while keeping the health of our environment a key priority; and

•	offers recreational access to the public.

•	Thousand board feet (MBF) — used in the West to measure the expected lumber recovery from a tree or log.

•	Green tons (GT) — used in the South to measure weight; factors used for conversion to product volume can vary by species, size, location and season.

•	West: 1.056 m3 = 1 ton

•	South: 0.818 m3 = 1 ton

•	Uruguay: 0.907 m3 = 1 ton

•	Canada: 1.244 m3 = 1 ton

•	2.93 million acres in the western U.S. (Oregon and Washington);

•	6.95 million acres in the southern U.S. (Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi, North Carolina, Oklahoma, South Carolina, Texas and Virginia); and

•	2.48 million acres in the northern U.S. (Maine, Michigan, Montana, New Hampshire, Vermont, West Virginia and Wisconsin).

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•	forestry research and planning systems to optimize log production,

•	customized silviculture prescriptions increasing productivity across our acreage and

•	innovative planting and harvesting techniques on varying Southern terrain.

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•	Alberta — 3,107 thousand tons,

•	British Columbia — 627 thousand tons,

•	Ontario — 254 thousand tons and

•	Saskatchewan — 632 thousand tons.

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•	$1.9 billion in 2017 — up 8 percent from 2016; and

•	$1.8 billion in 2016.

•	$762 million in 2017 — a decrease of 9 percent from 2016; and

•	$840 million in 2016.

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•	Sales volume in the South increased 1.9 million tons — 12 percent — primarily due to the addition of volumes harvested from acquired Plum Creek Timberlands.

•	Sales to "Other" unaffiliated customers increased 0.5 million tons — 55 percent — primarily due to increased chips sales in Canada, which we previously sold to our former Cellulose Fibers segment and were intersegment sales during 2016.

•	domestic grade log sales — lumber usage, primarily for housing starts and repair and remodel activity, the needs of our own mills and the availability of logs from both outside markets and our own timberlands;

•	domestic fiber log sales — demand for chips by pulp, containerboard mills, pellet mills and OSB mills; and

•	export log sales — the level of housing starts in Japan and construction in China.

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•	continuing to capitalize on our scale of operations, silviculture expertise and sustainability practices;

•	optimizing cash flow through operational excellence initiatives including merchandising for value, harvest and transportation efficiencies, and flexing harvest to capture seasonal and short-term opportunities;

•	sustaining our export and domestic market access, infrastructure and strong customer relationships;

•	increasing our recreational lease revenue stream; and

•	continuing to maximize the value of our timberlands portfolio by managing the acres with the ultimate best use in mind.

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•	rentals and royalties from the exploration, extraction, generation and sale of minerals, oil and natural gas, coal and wind energy production;

•	rental payments from communication, energy and transportation rights of way; and

•	the occasional sale of mineral assets.

•	$280 million in 2017 — up 24 percent from 2016; and

•	$226 million in 2016.

•	continuing to apply the AVO process to identify opportunities to capture a premium to timber value;

•	maintaining a flexible, low-cost execution model by continuing to leverage strategic relationships with outside real estate brokers;

•	capturing the full value of our oil and natural gas, aggregates and industrial minerals, and wind renewable energy resources; and

•	delivering the most value from every acre.

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•	provides high-quality softwood lumber, engineered wood products, structural panels, medium density fiberboard (MDF) and other specialty products to the residential, multi-family, industrial, light commercial and repair and remodel markets;

•	distributes our products as well as complementary building products that we purchase from other manufacturers; and

•	exports our softwood lumber, oriented strand board (OSB) and engineered wood products, primarily to Asia.

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Demand for wood products used in residential and multi-family construction and the repair and remodel of existing homes affects prices. Residential and multi-family construction is influenced by factors such as population growth and other demographics, the level of employment, consumer confidence, consumer income, availability of financing and interest rate levels, and the supply and pricing of existing homes on the market. Repair and remodel activity is affected by the size and age of existing housing inventory and access to home equity financing and other credit.

•	The availability of supply of commodity building products such as structural lumber, OSB and plywood affects prices. A number of factors can influence supply, including changes in production capacity and utilization rates, weather, raw material supply and availability of transportation.

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•	Industry leading controllable manufacturing costs through operational excellence and disciplined capital execution;

•	strong alignment with fiber supply;

•	leverage our brand and reputation as the preferred provider of quality building products; and

•	pursue disciplined, profitable sales growth in target markets.

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•	limits on the size of clearcuts,

•	requirements that some timber be left unharvested to protect water quality and fish and wildlife habitat,

•	regulations regarding construction and maintenance of forest roads,

•	rules requiring reforestation following timber harvest and

•	various related permit programs.

•	forest practices and environmental regulations and

•	license requirements established by contract between us and the relevant province designed to:

•	the northern spotted owl, the marbled murrelet, a number of salmon species, bull trout and steelhead trout in the Pacific Northwest;

•	several freshwater mussel and sturgeon species; and

•	the red-cockaded woodpecker, gopher tortoise, gopher frog, dusky gopher frog, American burying beetle and Northern long-eared bat in the South or Southeast.

•	federal and state requirements to protect habitat for threatened and endangered species;

•	regulatory actions by federal or state agencies to protect these species and their habitat; and

•	citizen suits under the ESA.

•	The federal Species at Risk Act (SARA) requires protective measures for species identified as being at risk and for critical habitat, pursuant to SARA, Environment Canada continues to identify and assess species deemed to be at risk and their critical habitat.

•

In October 2012, the Canadian Minister of the Environment released a strategy for the recovery of the boreal population of woodland caribou under the SARA. The population and distribution objectives for boreal caribou across Canada are to (1) maintain the current status of existing, self-sustaining local caribou populations and (2) stabilize and achieve self-sustaining status for non-self-sustaining local caribou populations. Critical habitat for boreal caribou is identified for all boreal caribou ranges, except for northern Saskatchewan’s Boreal Shield range (SK1) where additional information is required for that population. Species assessment and recovery plans are developed in consultation with aboriginal communities and stakeholders.

•	In 2017, the Provinces were required to update the federal government on any progress associated with their draft caribou range plans. These draft plans will be further evaluated in 2018, and any additional information on potential impacts to forest harvest operations will be released.

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•	conservation organizations,

•	academia,

•	the forest industry and

•	large and small forest landowners.

•	increased our operating costs;

•	resulted in changes in the value of timber and logs from our timberlands;

•	contributed to increases in the prices paid for wood products and wood chips during periods of high demand;

•	sometimes made it more difficult for us to respond to rapid changes in markets, extreme weather or other unexpected circumstances; and

•	potentially encouraged further reductions in the use of, or substitution of other products for, lumber, oriented strand board, engineered wood products and plywood.

•	additional restrictions on the sale or harvest of timber,

•	potential increase in operating costs and

•	impact to timber supply and prices in Canada.

•	federal,

•	state,

•	provincial and

•	local pollution controls.

•	air, water and land;

•	solid and hazardous waste management;

•	waste disposal;

•	remediation of contaminated sites; and

•	the chemical content of some of our products.

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•	enhance safety,

•	extend the life of a facility,

•	increase capacity,

•	increase efficiency,

•	facilitate raw material changes and handling requirements,

•	increase the economic value of assets or products, and

•	comply with regulatory standards.

•	we may have the sole obligation to remediate,

•	we may share that obligation with one or more parties,

•	several parties may have joint and several obligations to remediate or

•	we may have been named as a potentially responsible party for sites designated as U.S. Superfund sites.

•	the quantity, toxicity and nature of materials at the site; and

•	the number and economic viability of the other responsible parties.

•	determine it is probable that such an obligation exists and

•	can reasonably estimate the amount of the obligation.

•	wood products facilities and

•	industrial boilers.

•	hazardous air pollutants that require use of maximum achievable control technology (MACT); and

•	controls for pollutants that contribute to smog, haze and more recently, greenhouse gases.

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•	closely monitor legislative, regulatory and scientific developments pertaining to climate change;

•	adopted in 2006, as part of the company's sustainability program, a goal of reducing greenhouse gas emissions by 40 percent by 2020 compared with our emissions in 2000, assuming a comparable portfolio and regulations;

•	determined to achieve this goal by increasing energy efficiency and using more greenhouse gas-neutral, biomass fuels instead of fossil fuels; and

•	reduced greenhouse gas emissions by approximately 25 percent considering changes in the asset portfolio according to 2014 data, compared to our 2000 baseline.

•	policy proposals by federal or state governments regarding regulation of greenhouse gas emissions,

•	Congressional legislation regulating greenhouse gas emissions within the next several years and

•	establishment of a multistate or federal greenhouse gas emissions reduction trading system with potentially significant implications for all U.S. businesses.

•	ambient air quality standards for outdoor air quality management across the country,

•	a framework for air zone air management within provinces and territories that targets specific sources of air emissions,

•	regional airsheds that facilitate coordinated action across borders,

•	industrial sector based emission requirements that set a national base level of performance for major industries in Canada and

•	improved intergovernmental collaboration to reduce emissions from the transportation sector.

•	have greenhouse gas reporting requirements,

•	are working on reduction strategies and

•	together with the Canadian federal government, are considering new or revised emission standards.

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•	set limits on pollutants that may be discharged to a body of water; or

•	set additional requirements, such as best management practices for nonpoint sources, including timberland operations, to reduce the amounts of pollutants.

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•	are based on various assumptions we make and

•	may not be accurate because of risks and uncertainties surrounding the assumptions we make.

•	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 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, including restructuring and cost reduction initiatives;

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

•	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 factors described in this report under Risk Factors.

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•	unscheduled maintenance outages;

•	prolonged power failures;

•	equipment failure;

•	a chemical spill or release;

•	explosion of a boiler;

•	fires, floods, windstorms, earthquakes, hurricanes or other severe weather conditions or catastrophes, affecting the production of goods or the supply of raw materials (including fiber);

•	the effect of drought or reduced rainfall on water supply;

•	labor difficulties;

•	disruptions in transportation infrastructure, including roads, bridges, rail, tunnels, shipping and port facilities;

•	terrorism or threats of terrorism;

•	governmental regulations; and

•	other operational problems.

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•	air emissions,

•	wastewater discharges,

•	harvesting and other silvicultural activities,

•	forestry operations and endangered species habitat protection,

•	surface water management,

•	the storage, management and disposal of hazardous substances and wastes,

•	the cleanup of contaminated sites,

•	landfill operation and closure obligations,

•	building codes, and

•	health and safety matters.

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•	We would not be allowed to deduct dividends to shareholders in computing our taxable income.

•	We would be subject to federal and state income tax on our taxable income at applicable corporate rates.

•	We also would be disqualified from treatment as a REIT for the four taxable years following the year during which we lost qualification.

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•	actual or anticipated fluctuations in our operating results or our competitors' operating results;

•	announcements by us or our competitors of new products, capacity changes, significant contracts, acquisitions or strategic investments;

•	our growth rate and our competitors’ growth rates;

•	general economic conditions;

•	conditions in the financial markets;

•	changes in stock market analyst recommendations regarding us, our competitors or the forest products industry generally, or lack of analyst coverage of our common stock;

•	sales of our common stock by our executive officers, directors and significant stockholders;

•	sales or repurchases of substantial amounts of common stock;

•	changes in accounting principles; and

•	changes in tax laws and regulations.

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•	For details about our Timberlands properties, go to Our Business/What We Do/Timberlands/Where We Do It.

•	For details about our Real Estate, Energy and Natural Resources properties, go to Our Business/What We Do/Real Estate, Energy and Natural Resources/Where We Do It.

•	For details about our Wood Products properties, go to Our Business/What We Do/Wood Products/Where We Do It.

•	New York Stock Exchange

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•	Assumes $100 invested on December 31, 2012, in Weyerhaeuser common stock, the S&P 500 Index and the S&P Global Timber & Forestry Index.

•	Total return assumes dividends received are reinvested at month end.

•	Measurement dates are the last trading day of the calendar year shown.

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•	economic and market conditions affecting our operations;

•	financial performance summary;

•	discussion of the softwood lumber agreement;

•	results of our operations — consolidated and by segment;

•	liquidity and capital resources — where we discuss our cash flows;

•	off-balance sheet arrangements;

•	environmental matters, legal proceedings and other contingencies; and

•	accounting matters — where we discuss critical accounting policies and areas requiring judgments and estimates.

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•	Sales realizations refer to net selling prices — this includes selling price plus freight minus normal sales deductions.

•	Net contribution to earnings refers to earnings (loss) attributable to Weyerhaeuser shareholders before interest expense and income taxes.

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•

Wood Products segment Net sales to unaffiliated customers increased $640 million, primarily attributable to increased sales realizations across all product lines, as well as increased sales volumes within our oriented strand board, engineered I-joists, medium density fiberboard, and our engineered solid section product lines. Additionally, upon completion of the sales of our former Cellulose Fibers businesses, chips previously sold to Cellulose Fibers are now sales to unaffiliated customers. Refer to Note 3: Discontinued Operations and Other Divestitures in the Notes to Consolidated Financial Statements for further details regarding these divestitures.

•	Timberlands segment Net sales to unaffiliated customers increased $137 million, which is primarily attributable to increased Southern and Other (includes our Canadian operations and timberlands included in the Twin Creeks Venture) delivered log sales volumes, as well as, an increase in Western log sales prices.

•	Real Estate & ENR segment Net sales to unaffiliated customers increased $54 million attributable to an increase in timberlands acres sold in Real Estate and an increase in royalties.

•	Wood Products segment Costs of products sold increased $192 million primarily attributable to an overall increase in sales volumes, as discussed above. This increase was offset by the mix of products sold during 2017 compared to 2016.

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Intercompany eliminations decreased $144 million, therefore increasing our consolidated Cost of products sold. This reduction in intercompany costs of products sold is primarily due to the completion of the divestitures of our former Cellulose Fibers businesses. Prior to the completion of these divestitures the sales and related cost of products sold for chips and logs sold to our Cellulose Fibers businesses were considered intercompany and therefore were not included in our consolidated results. However, subsequent to the divestitures these sales and the related cost of products sold are considered sales to unaffiliated customers and therefore included in our consolidated results.

•	an increase in consolidated gross margin of $513 million, as described above;

•	an increase in "Other operating income, net" of $75 million, which is primarily attributable to:

◦	a $99 million gain recorded in fourth quarter 2017 as a result of the sale of land in our Southern timberlands region to Twin Creeks (refer to Note 8: Related Parties in the Notes to Consolidated Financial Statements for further details);

◦	a $44 million decrease in gains on disposition of nonstrategic assets, primarily attributable to a $36 million pretax gain recognized in the first quarter of 2016 on the sale of our Federal Way, Washington headquarters campus (refer to Note 19: Other Operating Costs (Income) in the Notes to Consolidated Financial Statements for further information).

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•	the addition of $290 million in "Charges for product remediation" in 2017, as there were no similar charges during 2016. Refer to Note 18: Charges for Product Remediation in the Notes to Consolidated Financial Statements for further information.

•

a $24 million increase in "Charges for integration and restructuring, closures and asset impairments," which is primarily attributable to a $147 million noncash impairment charge recognized during second quarter 2017 in relation to the divestiture of our Uruguayan operations. This was partially offset by a $112 million decrease in charges related to our merger with Plum Creek. Refer to Note 17: Charges for integration and restructurings, closures, and asset impairments in the Notes to Consolidated Financial Statements for further details regarding the impairment as well as the Plum Creek merger related costs.

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Timberlands segment sales increased $532 million primarily due to sales from acquired Plum Creek operations. This increase was partially offset by lower average sales realizations. The decrease in average sales realizations is primarily attributable to the increase in sales volume for the South, which has lower average sales realizations compared to the West. The South comprised 31 percent of Timberlands' sales to unaffiliated customers in 2016 compared to 19 percent in 2015.

•	Real Estate & ENR segment sales increased $125 million attributable to increased volume of timberland acres sold and increased ENR sales volume attributable to the operations acquired in our merger with Plum Creek. These increases were partially offset by a decrease in average price realized per acre due to geographic mix of properties sold.

•	Wood Products segment sales increased $462 million due to increased medium density fiberboard and plywood sales generated from our operations acquired from our merger with Plum Creek and increased oriented strand board and lumber average sales realizations.

•	Timberlands costs of products sold increased $488 million due to increased sales volume as explained above and to higher depletion rates in the South and West for acquired Plum Creek timberlands, which were measured at fair value as of the merger date.

•	Real Estate & ENR costs of products sold increased $114 million attributable to increased real estate and ENR sales volume and higher basis of real estate sold, which is a result of measuring acquired Plum Creek properties at fair value as of the February 19, 2016 merger date.

•	Wood Products costs of products sold increased $201 million primarily attributable to increased sales volume as explained above. This increase was partially offset by lower log costs and lower manufacturing costs per unit.

•	an increase to company-wide gross margin of $292 million as described above;

•	a favorable shift in gain on foreign currency remeasurement — $52 million; and

•	a gain on the sale of our Federal Way headquarters campus — $36 million.

•	a $131 million increase in charges for integration and restructuring, closures and asset impairments, primarily attributable to incurring $146 million of costs related to our merger with Plum Creek in 2016 compared to $14 million in 2015; and

•	a $76 million increase in selling, general and administrative expenses primarily attributable to merging legacy Weyerhaeuser and Plum Creek operations.

•	the after-tax gains recognized from divesting our Cellulose Fibers business in 2016 — $546 million;

•	a decrease in the equity loss from our printing papers joint venture — $101 million — primarily attributable to an $84 million noncash asset impairment recorded in fourth quarter 2015; and

•	lower costs of products sold, primarily due to lower sales volumes and the cessation of depreciation when Cellulose Fibers manufacturing assets were classified as held-for-sale in second quarter 2016.

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•	lower average sales realizations for pulp and liquid packaging board;

•	lower sales volume for pulp and liquid packaging board attributable to a partial year of operations in 2016 compared to a full year in 2015; and

•	increased charges for restructuring, closures and asset impairments and transaction-related costs related to our strategic evaluation and divestiture of the Cellulose Fibers businesses.

•	a $50 million increase in Southern log sales attributable to 12 percent increase in delivered logs sales volumes, partially offset by a 3 percent decrease in Southern log prices;

•	a $50 million increase in Western log sales attributable to a 12 percent increase in Western log prices, partially offset by a 6 percent decrease in delivered logs sales volumes;

•	a $25 million increase in Other products, primarily attributable to increased chips sales to unaffiliated customers (prior to our 2016 divestitures of our Cellulose Fibers businesses, chips sales were primarily intersegment sales); and

•	a $21 million increase in Other delivered logs, primarily due to a 55 percent increase in delivered logs sales volumes.

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•	a $23 million decrease due to the divestiture of our Uruguayan operations in third quarter 2017. Refer to Note 3: Discontinued Operations and Other Divestitures in the Notes to Consolidated Financial Statements for further details.

•	a $16 million decrease in the West, attributable to a decrease in delivered logs sales volumes.

•	a $99 million gain recorded in fourth quarter 2017 as a result of the sale of land in our Southern timberlands region to Twin Creeks (refer to Note 8: Related Parties in the Notes to Consolidated Financial Statements for further details), and

•	a $70 million increase in gross margin, as explained above.

•	a $325 million increase in Southern log sales as a result of a 146 percent increase in delivered logs sales volume primarily attributable to adding acquired Plum Creek operations, partially offset by a 5 percent decrease in average sales realizations of delivered logs due to mix of sawlogs and pulp logs;

•	a $91 million increase in Northern log sales attributable entirely to operations acquired upon our merger with Plum Creek; and

•	a $35 million increase in Western log sales as a result of a 6 percent increase in delivered logs sales volume attributable to adding acquired Plum Creek operations, partially offset by a 2 percent decrease in average sales realizations for delivered logs;

•	a $48 million increase in stumpage and pay-as-cut timber, which is primarily attributable to adding stumpage sales from acquired Plum Creek timberlands in the South; and

•	a $19 million increase in recreational and other lease revenue due entirely to the acquired Plum Creek leases.

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•	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 expectations of future price appreciation,

•	the timing of harvesting activities, and

•	the availability of government and not-for-profit funding (especially for conservation sales).

•	a $36 million increase in Net real estate sales primarily attributable to an 18 percent increase in volume of timberlands acres sold.

•	an $18 million increase in Net energy and natural resources sales primarily attributable to the increased operations acquired during our merger with Plum Creek. Our 2017 operations include a full twelve months of combined operations as compared to ten months of combined operations in 2016. The increase is further attributable to increases in royalties.

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•	Net real estate sales increased $97 million attributable to increases in volume of timberlands acres sold. This increase was partially offset by a decrease in average price realized per acre due to mix of properties sold.

•	Net energy and natural resources sales increased $28 million due primarily to increased sales volumes attributable to the operations acquired with our merger with Plum Creek.

•	increased real estate and ENR sales volume, as explained above;

•	higher basis of real estate sold resulting from measuring acquired Plum Creek properties at fair value as of the February 19, 2016, merger date; and

•	an $11 million increase in commissions and closing costs that corresponds with the increased volume of transactions.

•	a $219 million increase in structural lumber sales, attributable to a 13 percent increase in average sales realizations, partially offset by a 1 percent decrease in sales volumes;

•	a $197 million increase in oriented strand board sales, attributable to a 26 percent increase in average sales realizations as well as a 1 percent increase in sales volumes;

•

a $75 million increase in other products produced, primarily attributable to increased chip sales. Chips were previously sold to our former Cellulose Fibers segment and were therefore considered intersegment sales until the sale of our Cellulose Fibers businesses which occurred in the second half of 2016. Upon completion of these divestitures, chips sold to those businesses were considered sales to unaffiliated customers. (Refer to Note 3: Discontinued Operations and Other Divestitures in the Notes to Consolidated Financial Statements for further details regarding these divestitures.);

•	a $50 million increase in engineered solid section, primarily attributable to an 8 percent increase in sales volumes as well as a 3 percent increase in average sales realizations; and

•	a $46 million increase in engineered I-joists, primarily attributable to a 13 percent increase in sales volume as well as a 3 percent increase in average sales realizations.

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•	The $290 million addition of "Charges for product remediation" in 2017, as there were no similar charges during 2016 (refer to Note 18: Charges for Product Remediation in the Notes to Consolidated Financial Statements for further information);

•

A $68 million decrease in intersegment sales in 2017 compared to 2016, which is primarily attributable to decreased intersegment chip sales. Prior to our divestitures of our former Cellulose Fibers business, which occurred in the second half of 2016, chips sold to these businesses were considered intersegment sales. Upon completion of these divestitures, chips sold to our former Cellulose Fibers businesses were considered sales to unaffiliated customers.

•	A $7 million increase in "Other operating costs, net," related to countervailing and anti-dumping duties. Refer to Softwood Lumber Agreement for further information regarding these regulations.

•	A $6 million impairment on nonstrategic assets recognized during third quarter 2017. Refer to Note 17: Charges for Integration and Restructuring, Closures and Asset Impairments in the Notes to Consolidated Financial Statements for further detail.

•	a $158 million increase in medium density fiberboard sales generated from operations acquired in our merger with Plum Creek;

•	a $112 million increase in oriented strand board sales, attributable primarily to a 21 percent increase in average sales realizations;

•	a $98 million increase in lumber sales, attributable to a 3 percent increase in average sales realizations and a 3 percent increase in sales volume; and

•	a $45 million increase in plywood sales, attributable to a 9 percent increase in average sales realizations and a 26 percent increase in sales volume, with the volume increase due in part to acquired Plum Creek operations.

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•	an increase in expense related to "Non-operating pension and other postretirement benefits (costs) credits" due to a decrease in the expected return on our plan assets as well as an increase in the amortization of actuarial losses — $110 million;

•	a benefit in Other primarily related to environmental remediation insurance recoveries received in 2017 — $42 million; and

•	decreased charges recognized in 2017 related to our merger with Plum Creek (refer to Note 17: Charges for Integration and Restructuring, Closures and Asset Impairments in Notes to Consolidated Financial Statements) — $112 million.

•	charges recognized in 2016 related to our merger with Plum Creek (refer to Note 17: Charges for Integration and Restructuring, Closures and Asset Impairments in Notes to Consolidated Financial Statements) — $146 million;

•	an increase in unallocated corporate function expenses primarily as a result of retaining costs allocated to our former Cellulose Fibers segment — $23 million; and

•	a gain related to the sale of our Federal Way, Washington headquarters campus, which is recorded in "Other operating costs (income), net" in our Consolidated Statement of Operations – $36 million.

•

$13 million noncash impairment charge recognized in first quarter 2015 related to a nonstrategic asset that was sold in second quarter 2015 which is recorded in "Charges for integration and restructuring, closures and asset impairments" in our Consolidated Statement of Operations. See Note 17: Charges for Integration and Restructuring, Closures and Asset Impairments in the Notes to Consolidated Financial Statements for more information.

•	$14 million Plum Creek merger-related costs which are recorded in "Charges for integration and restructuring, closures and asset impairments" in our Consolidated Statement of Operations.

•	$393 million in 2017,

•	$431 million in 2016 and

•	$341 million in 2015.

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•	$134 million in 2017,

•	$89 million in 2016 and

•	$(58) million in 2015.

•	protect the interests of our shareholders and lenders and

•	have access to major financial markets.

•	$1,201 million in 2017,

•	$735 million in 2016 (includes continuing and discontinued operations) and

•	$1,075 million in 2015 (includes continuing and discontinued operations).

•	increased cash flows from business segments of $499 million;

•	a decrease in cash paid for income taxes of $316 million, which is primarily attributable to taxes paid in connection with our divestitures of our former Cellulose Fibers businesses during 2016; and

•	a decrease in cash paid for interest of $65 million corresponding with our decreased average indebtedness during 2017 compared to 2016.

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•	decreased operating cash flows from discontinued operations of $196 million; and

•	an increase of $192 million in cash used for product remediation efforts (refer to Note 18: Charges for Product Remediation in the Notes to Consolidated Financial Statements).

•	an increase in cash paid for income taxes of $471 million largely due to taxes paid in connection with our Cellulose Fibers businesses;

•	decreased operating cash flows from discontinued operations of $233 million;

•	an increase in cash paid for interest of $99 million corresponding with our increased average indebtedness; and

•	cash payments made in 2016 related to the Plum Creek merger of $154 million, comprised of:

◦	termination benefits — $33 million;

◦	investment banking and other professional services fees — $52 million;

◦	settlement of Value Management Awards — $6 million;

◦	pension and postretirement benefits — $38 million; and

◦	other merger-related costs — $14 million.

•	contributed $25 million for our Canadian registered plan in accordance with minimum funding rules and respective provincial regulations;

•	contributed to or made benefit payments for our Canadian nonregistered pension plans of $2 million;

•	made benefit payments of $31 million for our U.S. nonqualified pension plans; and

•	made benefit payments of $20 million for our U.S. and Canadian other postretirement plans.

•	be required to contribute approximately $23 million for our Canadian registered plan;

•	be required to contribute or make benefit payments for our Canadian nonregistered plans of $4 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.

•	acquisitions of property, equipment, timberlands and reforestation;

•	investments in or distribution from equity affiliates;

•	proceeds from sale of assets and operations; and

•	purchases and redemptions of short-term investments.

•	$367 million in 2017,

•	$2,559 million in 2016 (includes continuing and discontinued operations) and

•	$(487) million in 2015 (includes continuing and discontinued operations).

•

a $2.1 billion decrease in net proceeds from the disposition of discontinued and other operations, primarily attributable to the proceeds received from the divestitures of our Cellulose Fibers businesses in 2016 — $2.5 billion — compared to the proceeds received for the divestiture of our Uruguayan operations —$403 million (refer to Note 3: Discontinued Operations and Other Divestitures in the Notes to Consolidated Financial Statements for further details);

•	a decrease of $440 million in proceeds received for our contribution of timberlands to Twin Creeks Venture in 2016 (refer to Note 8: Related Parties in the Notes to Consolidated Financial Statements for further details); and

•	a decrease of $78 million in proceeds from sales of nonstrategic assets.

•	$311 million in combined proceeds from the sale of land in our Southern timberlands region to Twin Creeks as well as the redemption of our ownership interest in Twin Creeks, both of which occurred during fourth quarter 2017 (refer to Note 8: Related Parties in the Notes to Consolidated Financial Statements for further details);

•	a $91 million decrease in capital expenditures primarily attributable to the divestiture of our Cellulose Fibers business in 2016.

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•	net proceeds from the divestitures of our Cellulose Fibers businesses in 2016 — $2.5 billion;

•	proceeds received for our contribution of timberlands to the Twin Creeks Venture in 2016 — $440 million;

•	proceeds from sales of nonstrategic assets — $104 million; and

•	distributions received from joint ventures during 2016 — $46 million.

•	future economic conditions,

•	environmental regulations,

•	changes in the composition of our business,

•	weather and

•	timing of equipment purchases.

•	issuances and payments of debt,

•	borrowings and payments under revolving lines of credit,

•	proceeds from stock offerings and option exercises and

•	payments for cash dividends and repurchasing stock.

•	$1,420 million in 2017,

•	$3,630 million in 2016 (includes continuing and discontinued operations) and

•	$1,156 million in 2015 (includes continuing and discontinued operations).

•	a decrease of $2,003 million related to cash used to repurchase common shares during 2016; and

•	a decrease of $1,592 million in cash used for payments on long-term debt.

•	a $1,485 million increase in repurchase shares;

•	payment of $720 million of the debt assumed in our merger with Plum Creek on the merger date; and

•	a $313 million increase in dividends paid to common shareholders.

•	$6.0 billion as of December 31, 2017,

•	$6.6 billion as of December 31, 2016, and

•	$4.8 billion as of December 31, 2015.

•	We prepaid a $550 million variable-rate term loan during July 2017, which was originally set to mature in 2020 (2020 term loan). The 2020 term loan was prepaid using available cash of $325 million as well as borrowing proceeds from a new $225 million variable-rate term loan set to mature in 2026.

•	We paid our $281 million 6.95 percent debenture during August 2017.

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•	We assumed $3.4 billion of long-term debt during our merger with Plum Creek. Immediately following the merger, we paid $720 million of the debt assumed. (Refer to Note 4: Merger with Plum Creek in Notes to Consolidated Financial Statements for further information about our merger).

•	As part of our Cellulose Fibers Pulp business divestiture, $88 million of long-term debt was assumed by International Paper. (Refer to Note 3: Discontinued Operations and Other Divestitures in Notes to Consolidated Financial Statements for further information about our Cellulose Fibers divestitures).

•	had no borrowings outstanding under our credit facility and

•	was in compliance with the credit facility covenants.

•	a minimum total adjusted shareholders' equity of $3.0 billion; and

•	a defined funded debt ratio of 65 percent or less.

•	total Weyerhaeuser shareholders’ equity,

•	excluding accumulated comprehensive income (loss),

•	minus Weyerhaeuser Company’s investment in our unrestricted subsidiaries.

•	total Weyerhaeuser Company debt

•	plus total adjusted shareholders' equity.

•	a defined total adjusted shareholders' equity of $10.4 billion and

•	a defined debt-to-total-capital ratio of 36.65 percent.

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•	$128 million in 2017,

•	$61 million in 2016 and

•	$34 million in 2015.

•	$941 million in 2017,

•	$932 million in 2016 and

•	$619 million in 2015.

•	an increase in our quarterly dividend from 31 cents per share to 32 cents per share in November 2017;

•	an increase in our quarterly dividend from 29 cents per share to 31 cents per share in August 2015; and

•	an increase in the number of common shares outstanding during 2016, which was primarily attributable to the 278,886,704 shares issued as consideration in our merger with Plum Creek on February 19, 2016, offset by our subsequent repurchase of 67,816,810 shares between March 2016 and July 2016.

•	February and May 2016; and

•	February, May, August and October 2015.

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•	surety bonds,

•	letters of credit and guarantees and

•	information regarding variable interest entities.

•	historical experience and

•	assumptions we believe are appropriate and reasonable under current circumstances.

•	pension and postretirement benefit plans;

•	potential impairments of long-lived assets;

•	legal, environmental and product liability reserves;

•	timber depletion; and

•	business combinations.

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•	expected long-term rate of return on plan assets and

•	discount rates.

•	actual pension fund performance,

•	level of lump sum distributions,

•	plan changes and amendments,

•	portfolio changes and restructuring,

•	anticipated trends in health care costs,

•	assumed increases in salaries and

•	mortality rates.

•	expected long-term rate of return and

•	discount rates.

•	the net compounded annual return of over 8 percent achieved by our U.S. pension trust investment strategy the past 5 years and

•	current and expected valuation levels in the global equity and credit markets.

•	$22 million for our U.S. qualified pension plans and

•	$5 million for our Canadian registered pension plans.

•	3.7 percent for our U.S. pension plans — compared with 4.3 percent at December 31, 2016;

•	3.5 percent for our U.S. postretirement plans — compared with 3.7 percent at December 31, 2016;

•	3.5 percent for our Canadian pension plans — compared with 3.7 percent at December 31, 2016; and

•	3.4 percent for our Canadian postretirement plans — compared with 3.6 percent at December 31, 2016.

•	$34 million for our U.S. qualified pension plans and

•	$4 million for our Canadian registered pension plans.

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•	future cash flows,

•	residual values and

•	fair values of the assets.

•	probability of alternative outcomes,

•	product pricing,

•	raw material costs,

•	product sales and

•	discount rate.

•	it becomes probable that we will have to make payments and

•	the amount of loss can be reasonably estimated.

•	historical experience,

•	evaluations of relevant legal and environmental regulations,

•	judgments about the potential actions of third party claimants and courts, and

•	consideration of potential environmental remediation methods.

•	take the total carrying cost of the timber and

•	divide by the total timber volume estimated to be harvested during the harvest cycle.

•	effects of fertilizer and pesticide applications,

•	changes in environmental regulations and other regulatory restrictions,

•	limits on harvesting certain timberlands,

•	changes in harvest plans,

•	scientific advancement in seedling and growing technology; and

•	changes in weather patterns.

•	future silviculture or sustainable forest management costs associated with existing stands,

•	future reforestation costs associated with a stand's final harvest; and

•	future volume in connection with the replanting of a stand subsequent to its final harvest.

•	increased depletion expense by $12 million for 2017 and

•	increased depletion expense by $13 million for 2016.

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•	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.

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•	our election to be taxed as a real estate investment trust,

•	how we report our results,

•	changes in how we report our results and

•	how we account for various items.

•	consolidated financial statements,

•	our business segments,

•	foreign currency translation,

•	estimates, and

•	fair value measurements.

•	majority-owned domestic and foreign subsidiaries and

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

•	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.

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•	pricing products transferred between our business segments at current market values and

•	allocating joint conversion and common facility costs according to usage by our business segment product lines.

•	assets and liabilities — at the exchange rates in effect as of our balance sheet date; and

•	revenues and expenses — at average monthly exchange rates throughout the year.

•	reported amounts of assets, liabilities and equity;

•	disclosure of contingent assets and liabilities; and

•	reported amounts of revenues and expenses.

•	long-lived assets (asset groups) measured at fair value for an impairment assessment;

•	reporting units measured at fair value in the first step of a goodwill impairment test;

•	nonfinancial assets and nonfinancial liabilities measured at fair value in the second step of a goodwill impairment assessment;

•	assets acquired and liabilities assumed in a business acquisition; and

•	asset retirement obligations initially measured at fair value.

•	Level 1 — Inputs are quoted prices in active markets for identical assets or liabilities.

•	Level 2 — Inputs are:

•	Level 3 — Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.

•	reclassification of certain balances and results from prior years to make them consistent with our current reporting and

•	accounting changes made upon our adoption of new accounting guidance

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•	capital investments,

•	financing our business and

•	operations.

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•	Improvements to and replacements of major units of property are capitalized.

•	Maintenance, repairs and minor replacements are expensed.

•	Depreciation is calculated using a straight-line method at rates based on estimated service lives.

•	We capitalize costs associated with logging roads that we intend to utilize for a period longer than one year. These roads are then amortized over an estimated service life.

•	Cost and accumulated depreciation of property sold or retired are removed from the accounts and the gain or loss is included in earnings.

•	reforestation,

•	depletion and

•	forest management in Canada.

•	fertilization,

•	vegetation and insect control,

•	pruning and precommercial thinning,

•	property taxes, and

•	interest.

•	regulatory and environmental constraints,

•	our management strategies,

•	inventory data improvements,

•	growth rate revisions and recalibrations and

•	known dispositions and inoperable acres.

•	granted by the provincial governments;

•	granted for initial periods of 15 to 25 years; and

•	renewable provided we meet reforestation, operating and management guidelines.

•	varies from province to province,

•	is tied to product market pricing and

•	depends upon the allocation of land management responsibilities in the license.

•	appraisals,

•	market pricing of comparable assets,

•	discounted value of estimated cash flows from the asset and

•	replacement values of comparable assets.

•	using a fair-value-based approach and

•	at least annually — at the beginning of the fourth quarter.

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•	future tax consequences due to differences between the carrying amounts for financial reporting purposes and the tax bases of certain items and

•	operating loss and tax credit carryforwards.

•	determine when the differences between the carrying amounts and tax bases of affected items are expected to be recovered or resolved and

•	use enacted tax rates expected to apply to taxable income in those years.

•	cost of benefits provided in exchange for employees’ services rendered during the year;

•	interest cost of the obligations;

•	expected long-term return on plan assets;

•	gains or losses on plan settlements and curtailments;

•	amortization of prior service costs and plan amendments over the average remaining service period of the active employee group covered by the plans or the average remaining life expectancy in situations where the plan participants affected by the plan amendment are inactive; and

•

amortization of cumulative unrecognized net actuarial gains and losses — generally in excess of 10 percent of the greater of the benefit obligation or market-related value of plan assets at the beginning of the year — over the average remaining service period of the active employee group covered by the plans or the average remaining life expectancy in situations where the plan participants are inactive.

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•	Salaried employee benefits are based on each employee’s highest monthly earnings for five consecutive years during the final 10 years before retirement.

•	Hourly and union employee benefits generally are stated amounts for each year of service.

•	Union employee benefits are set through collective-bargaining agreements.

•	U.S. pension plans — according to the Employee Retirement Income Security Act of 1974; and

•	Canadian pension plans — according to the applicable provincial pension act and the Income Tax Act.

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•	sale of our Cellulose Fibers liquid packaging board business to Nippon Paper Industries Co., Ltd for $285 million in cash proceeds, which closed on August 31, 2016;

•	sale of our Cellulose Fibers printing papers joint venture to One Rock Capital Partners, LLC for $42 million in cash proceeds, which closed on November 1, 2016; and

•	sale of our Cellulose Fibers pulp business to International Paper for $2.2 billion in cash proceeds, which closed on December 1, 2016.

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•	$126 million in 2016 and

•	$197 million in 2015.

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•	$0.77 in 2017,

•	$1.40 in 2016 and

•	$0.89 in 2015.

•	$0.77 in 2017,

•	$1.39 in 2016 and

•	$0.89 in 2015.

•	weighted average number of our outstanding common shares and

•	the effect of our outstanding dilutive potential common shares.

•	outstanding stock options,

•	restricted stock units,

•	performance share units and

•	preference shares.

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•	$206 million in 2017,

•	$198 million in 2016 and

•	$160 million in 2015.

•	joint ventures accounted for using equity method;

•	our Twin Creeks Venture; and

•	special-purpose entities (SPEs).

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•	Our receipt of $440 million proceeds from the contribution of timberlands to the venture was recorded as a noncurrent liability - "Deposit from contribution of timberlands to related party" - on our Consolidated Balance Sheet.

•	The contributed timberlands continued to be reported within the "Timber and timberlands at cost, less depletion charged to disposals" on our Consolidated Balance Sheet.

•	No gain or loss was recognized in our Consolidated Statement of Operations.

•	Our balance sheet did not reflect our 21 percent ownership interest in the Twin Creeks Venture.

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•	Assets of the SPEs are not available to satisfy our liabilities or obligations.

•	Liabilities of the SPEs are not our liabilities or obligations.

•	Interest expense on SPE notes of:

•	Interest income on SPE investments of:

•	$253 million in 2019 and

•	$362 million in 2020.

•	$209 million in 2018 and

•	$302 million in 2019.

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•	$5.9 billion in projected benefit obligations,

•	$5.9 billion in accumulated benefit obligations and

•	assets with a fair value of $4.6 billion.

•	$5.7 billion in projected benefit obligations,

•	$5.6 billion in accumulated benefit obligations and

•	assets with a fair value of $4.5 billion.

•	$6.7 billion at December 31, 2017, and

•	$6.4 billion at December 31, 2016.

•	U.S. Pension Trust — funds our U.S. qualified pension plans;

•	Canadian Pension Trust — funds our Canadian registered pension plans; and

•	Retirement Compensation Arrangements — fund a portion of our Canadian nonregistered pension plans.

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•	Level 1: Inputs are unadjusted quoted prices for identical assets and liabilities traded in an active market.

•	Level 2: Inputs are quoted prices in non-active markets for which pricing inputs are observable either directly or indirectly at the reporting date.

•	Level 3: Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.

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•	8.9 percent for U.S. Pre-Medicare

•	4.5 percent for U.S. Health Reimbursement Account (HRA)

•	4.9 percent for Canada

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•	be required to contribute approximately $23 million for our Canadian registered plan;

•	be required to contribute or make benefit payments for our Canadian nonregistered plans of $4 million; and

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

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•	$21 million in 2017,

•	$27 million in 2016 and

•	$21 million in 2015.

•	term loans issued and extinguished,

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

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

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•	two issuances of publicly traded Senior Notes,

•	an Installment Note (defined and described below) and

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

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•	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.

•	legal proceedings,

•	environmental matters and

•	commitments and other contingencies.

•	site remediation and

•	asset retirement obligations.

•	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.

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•	new information on any site concerning implementation of remediation alternatives,

•	updates on prior cost estimates and new sites and

•	costs incurred to remediate sites.

•	is much less certain than the estimates on which our accruals currently are based and

•	uses assumptions that are less favorable to us among the range of reasonably possible outcomes.

•	assumed we will not bear the entire cost of remediation of every site,

•	took into account the ability of other potentially responsible parties to participate and

•	considered each party’s financial condition and probable contribution on a per-site basis.

•	guarantees of debt and performance,

•	operating leases and

•	product remediation contingency.

•	$39 million in 2017,

•	$37 million in 2016 and

•	$24 million in 2015.

•	various equipment, including logging equipment, lift trucks, automobiles and office equipment;

•	timberland ground leases; and

•	office and wholesale space.

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•	preferred and preference shares,

•	common shares,

•	share-repurchase programs and

•	cumulative other comprehensive income (loss).

•	dividend rights and amounts,

•	redemption rights,

•	conversion terms,

•	sinking-fund provisions,

•	values in liquidation and

•	voting rights.

•	new shares are issued,

•	stock options are exercised,

•	restricted stock units or performance share units vest,

•	stock-equivalent units are paid out,

•	shares are tendered,

•	shares are repurchased or

•	shares are canceled.

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•	our Long-Term Incentive Compensation Plan (2013 Plan),

•	share-based compensation resulting from our merger with Plum Creek,

•	how we account for share-based awards,

•	tax benefits of share-based awards,

•	types of share-based compensation and

•	unrecognized share-based compensation.

•	$40 million in 2017,

•	$60 million in 2016 and

•	$31 million in 2015.

•	$6 million in 2016 and

•	$6 million in 2015.

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•	restricted stock,

•	restricted stock units,

•	performance shares

•	performance share units,

•	stock options and

•	stock appreciation rights.

•	An individual participant may receive a grant of up to 1 million shares annually.

•	No participant may be granted awards that exceed $10 million earned in a 12-month period.

•	An individual participant may receive a grant of up to 2 million shares in any one calendar year.

•	The exercise price is required to be the market price on the date of the grant.

•	issue new stock into the marketplace and

•	generally do not repurchase shares in connection with issuing new awards.

•	all options, restricted stock units, and performance share units outstanding at December 31, 2017, under the 2013 Plan and 2004 Plan; and

•	all remaining options, restricted stock units, and performance share units that could be granted under the 2013 Plan.

•	use a fair-value-based measurement for share-based awards and

•	recognize the cost of share-based awards in our consolidated financial statements.

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•	Awards that vest upon retirement — the required service period ends on the date an employee is eligible for retirement, including early retirement.

•	Awards that continue to vest following job elimination or the sale of a business — the required service period ends on the date the employment from the company is terminated.

•	$6 million in 2017,

•	$12 million in 2016 and

•	$8 million in 2015.

•	$2 million in 2016 and

•	$2 million in 2015.

•	restricted shares and restricted share units vest,

•	performance shares and performance share units vest,

•	stock options are exercised and

•	stock appreciation rights are exercised.

•	restricted stock units,

•	performance share units,

•	stock options,

•	stock appreciation rights,

•	deferred compensation stock equivalent units and

•	value management awards assumed in merger with Plum Creek.

•	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 has not been met; and

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

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•	$32.83 in 2017,

•	$30.25 in 2016 and

•	$35.41 in 2015.

•	$18 million in 2017,

•	$36 million in 2016 and

•	$14 million in 2015.

•	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.

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

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

•	achievement of Plum Creek merger cost synergy targets.

•	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.

•	vest 100 percent on the third anniversary of the grant date as long as 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 forfeited upon termination of employment in all other situations including early retirement prior to age 62.

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•	$4 million in 2017,

•	$8 million in 2016 and

•	$9 million in 2015.

•	vest over four years of continuous service and

•	must be exercised within 10 years of the grant-date.

•	vest ratably over four years;

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

•	stop vesting for all other situations including early retirement prior to age 62.

•	historical data — for option exercise time and employee terminations;

•	a Monte-Carlo simulation — for how long we expect granted options to be outstanding; and

•	the U.S. Treasury yield curve — for the risk-free rate. We use a yield curve over a period matching the expected term of the grant.

•	implied volatilities from traded options on our stock,

•	historical volatility of our stock and

•	other factors.

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•	are eligible for retirement,

•	will become eligible for retirement during the vesting period or

•	whose employment is terminated during the vesting period due to job elimination or the sale of a business.

•	$68 million in 2017,

•	$18 million in 2016 and

•	$13 million in 2015.

•	$5 million in 2017,

•	$14 million in 2016 and

•	$14 million in 2015.

•	receives the benefit as a cash award and

•	does not purchase the underlying stock.

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•	$1 million in 2017,

•	$1 million in 2016 and

•	$1 million in 2015.

•	may choose to defer all or part of their bonus into stock-equivalent units;

•	may choose to defer part of their salary, except for executive officers; and

•	receive a 15 percent premium if the deferral is for at least five years.

•	receive a portion of their annual retainer fee in the form of restricted stock units, which vest over one year and may be deferred into stock-equivalent units;

•	may choose to defer some or all of the remainder of their annual retainer fee into stock-equivalent units; and

•	do not receive a premium for their deferrals.

•	liability-classified awards and

•	re-measured to fair value at every reporting date.

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•	804 thousand as of December 31, 2017,

•	1,004 thousand as of December 31, 2016 and

•	1,003 thousand as of December 31, 2015.

•

2017 — 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 operations 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 at June 30, 2017. 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 3: Discontinued Operations and Other Divestitures for further details on the Uruguayan operations sale.

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•

2016 — We reviewed all of our development projects during 2016. As a result, we ceased development and initiated plans to sell certain projects. We analyzed each of the projects we ceased development and initiated plans to sell and determined which had a book value greater than fair value. We recognized a $15 million impairment charge in Real Estate & ENR which represents the fair value less direct selling costs of these projects. The fair values of the projects were determined using significant unobservable inputs (Level 3) based on broker opinion of value reports.

•	2015 — We recognized an impairment charge of $13 million related to a nonstrategic asset held in Unallocated Items. The fair value of the asset was determined using significant unobservable inputs (Level 3) based on a discounted cash flow model. The asset was subsequently sold for no gain during 2015.

•	includes both recurring and occasional income and expense items and

•	can fluctuate from year to year.

•	earnings before income taxes,

•	provision for income taxes,

•	effective income tax rate,

•	deferred tax assets and liabilities,

•	unrecognized tax benefits and

•	our ongoing IRS tax matter.

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•	net operating loss and credit carryforwards,

•	valuation allowances and

•	reinvestment of undistributed earnings.

•	U.S. REIT - $684 million, which expire from 2030 through 2036;

•	State - $349 million, which expire from 2018 through 2037; and

•	Foreign - none.

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•	sales to unaffiliated customers,

•	export sales from the U.S. and

•	long-lived assets.

•	logs, lumber and wood chips to Japan and

•	logs and lumber to other Pacific Rim countries.

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•	property and equipment, including construction in progress,

•	timber and timberlands,

•	minerals and mineral rights and

•	goodwill.

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