WEYERHAEUSER CO (Form: 10-Q, Received: 10/28/2016 16:15:43)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2016



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

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER: 1-4825

__________________________________________________

WEYERHAEUSER COMPANY

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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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company 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 21, 2016 , 748,058,329 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”)	30
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	52
ITEM 4.	CONTROLS AND PROCEDURES	53

PART II	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	53
ITEM 1A.	RISK FACTORS	53
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	54
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	NA
ITEM 4.	MINE SAFETY DISCLOSURES	NA
ITEM 5.	OTHER INFORMATION	NA
ITEM 6.	EXHIBITS	55
	SIGNATURE	56

FINANCIAL INFORMATION

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)



	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES	SEPTEMBER 2016			SEPTEMBER 2015			SEPTEMBER 2016			SEPTEMBER 2015
Net sales	$	1,709		$	1,355		$	4,769		$	3,980
Costs of products sold	1,314			1,073			3,661			3,123
Gross margin	395			282			1,108			857
Selling expenses	22			24			67			73
General and administrative expenses	78			55			248			184
Research and development expenses	5			4			14			12
Charges for integration and restructuring, closures and asset impairments (Note 15)	16			2			141			16
Other operating costs (income), net (Note 16)	—			31			(47		)	56
Operating income	274			166			685			516
Equity earnings from joint ventures (Note 7)	9			—			21			—
Interest income and other	15			9			34			27
Interest expense, net of capitalized interest	(114		)	(87		)	(323		)	(254		)
Earnings from continuing operations before income taxes	184			88			417			289
Income taxes (Note 17)	(22		)	44			(64		)	36
Earnings from continuing operations	162			132			353			325
Earnings from discontinued operations, net of income taxes (Note 3)	65			59			123			111
Net earnings	227			191			476			436
Dividends on preference shares (Note 5)	—			(11		)	(22		)	(33		)
Net earnings attributable to Weyerhaeuser common shareholders	$	227		$	180		$	454		$	403
Earnings per share attributable to Weyerhaeuser common shareholders, basic (Note 5) :
Continuing operations	$	0.22		$	0.24		$	0.47		$	0.56
Discontinued operations	0.08			0.11			0.17			0.22
Net earnings per share	$	0.30		$	0.35		$	0.64		$	0.78
Earnings per share attributable to Weyerhaeuser common shareholders, diluted (Note 5) :
Continuing operations	$	0.21		$	0.23		$	0.46		$	0.56
Discontinued operations	0.09			0.12			0.18			0.21
Net earnings per share	$	0.30		$	0.35		$	0.64		$	0.77
Dividends paid per share	$	0.31		$	0.31		$	0.93		$	0.89
Weighted average shares outstanding (in thousands) (Note 5) :
Basic	749,587			514,301			708,395			518,121
Diluted	754,044			517,088			712,205			521,455

See accompanying Notes to Consolidated Financial Statements.

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(UNAUDITED)



	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2016			SEPTEMBER 2015			SEPTEMBER 2016			SEPTEMBER 2015
Net earnings	$	227		$	191		$	476		$	436
Other comprehensive income (loss):
Foreign currency translation adjustments	(5		)	(43		)	34			(78		)
Actuarial gains, net of tax expense of $15, $25, $40 and $75	29			55			70			161
Prior service costs, net of tax benefits of $0, $1, $0, and $0	(1		)	(1		)	(3		)	(3		)
Unrealized gains on available-for-sale securities	—			(1		)	1			—
Total other comprehensive income	23			10			102			80
Comprehensive income attributable to Weyerhaeuser common shareholders	$	250		$	201		$	578		$	516

See accompanying Notes to Consolidated Financial Statements.

WEYERHAEUSER COMPANY

CONSOLIDATED BALANCE SHEET

(UNAUDITED)



DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 30, 2016			DECEMBER 31, 2015
ASSETS
Current assets:
Cash and cash equivalents	$	769		$	1,011
Receivables, less allowances of $2 and $1	412			276
Receivables for taxes	5			30
Inventories (Note 6)	368			325
Prepaid expenses and other current assets	150			63
Assets of discontinued operations (Note 3)	1,652			1,934
Total current assets	3,356			3,639
Property and equipment, less accumulated depreciation of $3,364 and $3,287	1,476			1,233
Construction in progress	202			144
Timber and timberlands at cost, less depletion charged to disposals	14,424			6,479
Minerals and mineral rights, net	321			14
Investments in and advances to joint ventures (Note 7)	73			—
Goodwill	40			40
Deferred tax assets	122			254
Other assets	317			302
Restricted financial investments held by variable interest entities	615			615
Total assets	$	20,946		$	12,720
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt (Note 10)	$	1,981		$	—
Notes payable	1			4
Accounts payable	234			204
Accrued liabilities (Note 9)	533			427
Liabilities of discontinued operations (Note 3)	578			690
Total current liabilities	3,327			1,325
Long-term debt (Note 10)	6,329			4,787
Long-term debt (nonrecourse to the company) held by variable interest entities	511			511
Deferred pension and other postretirement benefits	875			987
Deposit from contribution of timberlands to related party (Note 7)	429			—
Other liabilities	285			241
Total liabilities	11,756			7,851
Commitments and contingencies (Note 12)

Equity:
Mandatory convertible preference shares, series A: $1.00 par value; $50.00 liquidation; authorized 40,000,000 shares; issued and outstanding: 0 and 13,799,711 shares	—			14
Common shares: $1.25 par value; authorized 1,360,000,000 shares; issued and outstanding: 747,932,527 and 510,483,285 shares	935			638
Other capital	8,264			4,080
Retained earnings	1,101			1,349
Cumulative other comprehensive loss (Note 13)	(1,110		)	(1,212		)
Total equity	9,190			4,869
Total liabilities and equity	$	20,946		$	12,720

See accompanying Notes to Consolidated Financial Statements.

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)



	YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2016			SEPTEMBER 2015
Cash flows from operations:
Net earnings	$	476		$	436
Noncash charges (credits) to earnings:
Depreciation, depletion and amortization	428			359
Basis of real estate sold	49			13
Deferred income taxes, net	96			10
Pension and other postretirement benefits (Note 8)	5			32
Share-based compensation expense	53			22
Charges for impairment of assets	23			14
Equity (earnings) loss from joint ventures (Note 7)	(18		)	18
Net gains on dispositions of assets and operations	(121		)	(30		)
Foreign exchange transaction (gains) losses (Note 16)	(11		)	41
Change in:
Receivables less allowances	(96		)	(41		)
Receivable for taxes	37			11
Inventories	49			(9		)
Prepaid expenses	(3		)	(2		)
Accounts payable and accrued liabilities	61			(47		)
Pension and postretirement contributions (Note 8)	(83		)	(59		)
Distributions received from joint ventures	5			—
Other	(64		)	(32		)
Net cash from operations	886			736
Cash flows from investing activities:
Capital expenditures for property and equipment	(260		)	(276		)
Capital expenditures for timberlands reforestation	(43		)	(33		)
Acquisition of timberlands	(10		)	(34		)
Proceeds from sale of assets and operations	379			7
Proceeds from contribution of timberlands to related party (Note 7)	440			—
Distributions received from joint ventures	34			—
Cash and cash equivalents acquired in Plum Creek merger (Note 4)	9			—
Other	42			12
Cash from (used in) investing activities	591			(324		)
Cash flows from financing activities:
Cash dividends on common shares	(700		)	(460		)
Cash dividends on preference shares	(22		)	(22		)
Proceeds from issuance of long-term debt	1,698			—
Payments of debt	(723		)	—
Repurchase of common stock (Note 5)	(2,003		)	(484		)
Other	40			22
Cash used in financing activities	(1,710		)	(944		)

Net change in cash and cash equivalents	(233		)	(532		)

Cash and cash equivalents from continuing operations at beginning of period	1,011			1,577
Cash and cash equivalents from discontinued operations at beginning of period	1			3
Cash and cash equivalents at beginning of period	1,012			1,580

Cash and cash equivalents from continuing operations at end of period	769			1,046
Cash and cash equivalents from discontinued operations at end of period	10			2
Cash and cash equivalents at end of period	$	779		$	1,048

Cash paid (received) during the period for:
Interest, net of amount capitalized of $5 and $4	$	367		$	290
Income taxes	$	(26	)	$	4

See accompanying Notes to Consolidated Financial Statements.

INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1:	BASIS OF PRESENTATION	6

NOTE 2:	BUSINESS SEGMENTS	8

NOTE 3:	DISCONTINUED OPERATIONS	10

NOTE 4:	MERGER WITH PLUM CREEK	12

NOTE 5:	NET EARNINGS PER SHARE AND SHARE REPURCHASES	14

NOTE 6:	INVENTORIES	16

NOTE 7:	RELATED PARTIES	16

NOTE 8:	PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS	19

NOTE 9:	ACCRUED LIABILITIES	20

NOTE 10:	LONG-TERM DEBT AND LINES OF CREDIT	21

NOTE 11:	FAIR VALUE OF FINANCIAL INSTRUMENTS	22

NOTE 12:	LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES	23

NOTE 13:	CUMULATIVE OTHER COMPREHENSIVE INCOME (LOSS)	24

NOTE 14:	SHARE-BASED COMPENSATION	24

NOTE 15:	CHARGES FOR INTEGRATION AND RESTRUCTURING, CLOSURES AND ASSET IMPAIRMENTS	27

NOTE 16:	OTHER OPERATING COSTS (INCOME), NET	28

NOTE 17:	INCOME TAXES	28

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE QUARTERS AND YEAR-TO-DATE ENDED SEPTEMBER 30, 2016 AND 2015

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 Subsidiary (TRS), which includes our manufacturing businesses and the portion of our Timberlands and Real Estate and Energy & Natural Resources (Real Estate & ENR) segments' income included in the TRS.

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


•	majority-owned domestic and foreign subsidiaries,


•	the results of Plum Creek Timber Company, Inc. (Plum Creek), for the period from February 19, 2016 (the merger date), to September 30, 2016 (see Note 4: Merger with Plum Creek ), 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 disclosures normally provided in accordance with accounting principles generally accepted in the United States have been omitted. These 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, 2015 . Results of operations for interim periods should not be regarded as necessarily indicative of the results that may be expected for the full year.

RECLASSIFICATIONS

We have reclassified certain balances and results from the prior year to be consistent with our 2016 reporting. This makes year-to-year comparisons easier. Our reclassifications had no effect on consolidated net earnings or equity.

Our reclassifications present 1) our adoption of new accounting pronouncements and 2) the results of discontinued operations separately from results of continuing operations on our Consolidated Statement of Operations , Consolidated Balance Sheet and in the related footnotes. Note 3: Discontinued Operations provides information about our discontinued operations.

As a result of the merger, we have revised our business segments. Results for fiscal periods prior to 2016 have been revised to conform to the new segments and to exclude discontinued operations. Note 2: Business Segments provides information about our revised business segments.

NEW ACCOUNTING PRONOUNCEMENTS

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, a comprehensive new revenue recognition model that requires an entity to recognize revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration it expects to receive in exchange for those goods or services. In August 2015, FASB issued ASU 2015-14, which deferred the effective date for an additional year. In March 2016, FASB issued ASU 2016-08, which does not change the core principle of the guidance; however, it does clarify the implementation guidance on principal versus agent considerations. In April 2016, FASB issued ASU 2016-10, which clarifies two aspects of ASU 2014-09: identifying performance obligations and the licensing implementation guidance. In May 2016, FASB issued ASU 2016-12, which amends ASU 2014-09 to provide improvements and practical expedients to the new revenue recognition model. We plan to adopt these accounting standard updates on January 1, 2018, and have not yet determined whether we will use the retrospective or cumulative effect transition method. We anticipate that this standard will increase the volume of disclosures about our revenue transactions, but will not materially impact our consolidated financial statements.

In April 2015, FASB issued ASU 2015-03, which amends the presentation of debt issuance costs on the consolidated balance sheet. Under the new guidance, debt issuance costs are presented as a direct deduction from the carrying amount of the debt liability rather than as an asset. The new guidance is effective retrospectively for fiscal periods beginning after December 15, 2015. We adopted on January 1, 2016, and have reclassified balances of debt issuance costs accordingly in our consolidated balance sheet and in related disclosures for all periods presented.

In May 2015, FASB issued ASU 2015-07, which clarifies the presentation within the fair value hierarchy of certain investments held within our pension plan. The new guidance is effective retrospectively for fiscal periods starting after December 15, 2015. This new guidance removes the requirement to categorize within the fair value hierarchy investments for which fair value is measured using the net asset value per share as a practical expedient and, instead, permits separate disclosure. Upon adoption these investments are presented separately from the fair value hierarchy and reconciled to total investments in our consolidated financial statements and related disclosures. We adopted on January 1, 2016.

In July 2015, FASB issued ASU 2015-11, which simplifies the measurement of inventories valued under most methods, including our inventories valued under FIFO – the first-in, first-out – and moving average cost methods. Inventories valued under LIFO – the last-in, first-out method – are excluded. Under this new guidance, inventories valued under these methods would be valued at the lower of cost or net realizable value, with net realizable value defined as the estimated selling price less reasonable costs to sell the inventory. The new guidance is effective prospectively for fiscal periods starting after December 15, 2016, and early adoption is permitted. We expect to adopt on January 1, 2017, and do not expect adoption to materially impact our consolidated financial statements and related disclosures.

In September 2015, FASB issued ASU 2015-16, which results in the ability to recognize, in current period earnings, any changes in provisional amounts during the measurement period after the closing of an acquisition, instead of restating prior periods for these changes. We adopted on January 1, 2016. Measurement period adjustments related to our merger with Plum Creek did not have a material impact to earnings or cash flows for the quarter and year-to-date period ended September 30, 2016.

In February 2016, FASB issued ASU 2016-02, which requires lessees to recognize assets and liabilities for the rights and obligations created by those leases and requires both capital and operating 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 expect to adopt on January 1, 2019, and are evaluating the impact on our consolidated financial statements and related disclosures.

In March 2016, FASB issued ASU 2016-09, which simplifies several aspects of accounting for share-based payment transactions, including income tax consequences, award classification, cash flows reporting, and forfeiture rate application. Specifically, the update requires all excess tax benefits and tax deficiencies to be recognized as income tax expense or benefit in the income statement with a cumulative-effect adjustment to equity as of the beginning of the period of adoption. The update allows excess tax benefits to be classified along with other income tax cash flows as an operating activity on the statement of cash flows. When accruing compensation cost, an entity can make an entity-wide accounting policy election to either estimate the number of awards expected to vest or to account for forfeitures as they occur with a cumulative-effect adjustment to equity as of the beginning of the period

of adoption. The update requires cash paid by an employer when directly withholding shares for tax-withholding purposes to be classified as a financing activity on the statement of cash flows, applied retrospectively. This guidance is effective for fiscal years beginning after December 15, 2016. As permitted, we elected to adopt early, and applied the different aspects as prescribed by the standard effective January 1, 2016. The adoption of this guidance represents a change in accounting policy and did not have a material impact on our consolidated financial statements. Shares withheld by the employer for tax-withholding purposes for the nine months ended September 30, 2015 , of $11 million were retrospectively reclassified from an operating activity to a financing activity in the Consolidated Statement of Cash Flows .

In August 2016, FASB issued ASU 2016-15, which reduces diversity in practice in how certain transactions are classified in the statement of cash flows. These transactions include: debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investments, beneficial interests in securitization transactions, and separately identifiable cash flows and application of the predominance principle. The new guidance is effective for fiscal years beginning after December 15, 2017, and early adoption is permitted. We have adopted this update effective July 1, 2016, and our adoption did not materially impact our Consolidated Statement of Cash Flows.

In October 2016, FASB issued ASU 2016-16, which requires immediate recognition of the income tax consequences upon intra-entity transfers of assets other than inventory. The new guidance is effective for annual periods beginning after December 15, 2017, and early adoption is permitted. We expect to adopt this accounting standard update on January 1, 2017, and do not expect adoption to materially impact our consolidated financial statements and related disclosures.

NOTE 2: BUSINESS SEGMENTS

Reportable business segments are determined based on the company’s management approach. The management approach, as defined by FASB ASC 280, “Segment Reporting,” 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.

During fiscal year 2016, the company’s chief operating decision maker changed the information regularly reviewed for making decisions to allocate resources and assess performance. As a result, the company will report its financial performance based on three business segments: Timberlands, Real Estate & ENR, and Wood Products. Prior to revising our segment structure, activities related to the Real Estate & ENR business segment were reported as part of the Timberlands business segment.

Amounts for all periods presented have been reclassified throughout the consolidated financial statements and disclosures to conform to the new segment structure.

We are principally engaged in growing and harvesting timber, manufacturing, distributing, and selling products made from trees, as well as 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 our Uruguay operations;


•	Real Estate & ENR – which includes sales of HBU and non-core timberlands, minerals, oil, gas, coal and other natural resources, and equity interests in our Real Estate Development Ventures (as defined and described in Note 7: Related Parties ); and


•	Wood Products – which includes softwood lumber, engineered wood products, oriented strand board, plywood, medium density fiberboard and building materials distribution.

Discontinued operations as presented herein consist of the operations of our former Cellulose Fibers segment, and relate to assets and liabilities that have been reclassified as discontinued operations on our balance sheet as of September 30, 2016 . All periods presented have been revised to separate the results of discontinued operations

from the results of our continuing operations . Refer to Note 3: Discontinued Operations for more information regarding our discontinued operations.

On October 12, 2016, we announced the exploration of strategic alternatives for our timberlands and manufacturing operations in Uruguay. We intend to consider a broad range of alternatives, including continuing to hold and operate the business, or a sale.

An analysis and reconciliation of our business segment information to the respective information in the Consolidated Statements of Operations is as follows:



	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2016			SEPTEMBER 2015			SEPTEMBER 2016			SEPTEMBER 2015
Sales to unaffiliated customers:
Timberlands	$	484		$	310		$	1,342		$	961
Real Estate & ENR	48			22			125			69
Wood Products	1,177			1,023			3,302			2,950
	1,709			1,355			4,769			3,980
Intersegment sales:
Timberlands	216			210			631			625
Wood Products	17			20			61			61
	233			230			692			686
Total sales	1,942			1,585			5,461			4,666
Intersegment eliminations	(233		)	(230		)	(692		)	(686		)
Total	$	1,709		$	1,355		$	4,769		$	3,980
Net contribution to earnings:
Timberlands	$	122		$	107		$	376		$	363
Real Estate & ENR ⁽¹⁾	15			19			42			52
Wood Products	170			85			413			218
	307			211			831			633
Unallocated items ⁽²⁾⁽³⁾	(9		)	(36		)	(91		)	(90		)
Net contribution to earnings	298			175			740			543
Interest expense, net of capitalized interest	(114		)	(87		)	(323		)	(254		)
Earnings from continuing operations before income taxes	184			88			417			289
Income taxes	(22		)	44			(64		)	36
Earnings from continuing operations	162			132			353			325
Earnings from discontinued operations, net of income taxes	65			59			123			111
Net earnings	227			191			476			436
Dividends on preference shares	—			(11		)	(22		)	(33		)
Net earnings attributable to Weyerhaeuser common shareholders	$	227		$	180		$	454		$	403


(1)	The Real Estate & ENR segment includes the equity earnings from and investments in and advances to our Real Estate Development Ventures (as defined and described in Note 7: Related Parties ), which are accounted for under the equity method.

(2)

Unallocated items are gains or charges not related to or allocated to an individual operating segment. They include a portion of items such as: share-based compensation, pension and postretirement costs, foreign exchange transaction gains and losses associated with financing, equity earnings from our Timberland Venture, (as defined and described in Note 7: Related Parties ), the elimination of intersegment profit in inventory and the LIFO reserve.


(3)	As a result of reclassifying our former Cellulose Fibers segment as discontinued operations, Unallocated items also includes retained indirect corporate overhead costs previously allocated to the former segment.

A reconciliation of our business segment total assets to total assets in the Consolidated Balance Sheet is as follows:



DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 30, 2016		DECEMBER 31, 2015
Total Assets:
Timberlands and Real Estate & ENR ⁽¹⁾	$	15,810	$	7,260
Wood Products	1,846		1,541
Unallocated items	1,638		1,985
Discontinued operations	1,652		1,934
Total	$	20,946	$	12,720


(1)	Assets attributable to the Real Estate & ENR business segment are combined with total assets for the Timberlands segment because we do not produce separate balance sheets internally.

NOTE 3: DISCONTINUED OPERATIONS

On November 8, 2015, Weyerhaeuser announced that the board authorized the exploration of strategic alternatives for its Cellulose Fibers business segment.

On May 1, 2016, we entered into an agreement to sell our Cellulose Fibers pulp business to International Paper for $2.2 billion in cash. The pulp business consists of five pulp mills located in Columbus, Mississippi; Flint River, Georgia; New Bern, North Carolina; Port Wentworth, Georgia and Grande Prairie, Alberta, and two modified fiber mills located in Columbus, Mississippi and Gdansk, Poland. This transaction is expected to close in fourth quarter 2016 and is subject to customary closing conditions, including regulatory review. We will continue to operate separately from International Paper until the transaction closes.

On June 15, 2016, we entered into an agreement to sell our Cellulose Fibers liquid packaging board business to Nippon Paper Industries Co., Ltd., for $285 million in cash. Our liquid packaging board business consisted of one mill located in Longview, Washington. On August 31, 2016, we completed the sale and recognized a pre-tax gain of $60 million , which is included in "Earnings from discontinued operations, net of income taxes" on the Consolidated Statement of Operations .

On October 4, 2016, we entered an agreement to sell our interest in our printing papers joint venture to One Rock Capital Partners, LLC. The transaction includes the printing papers mill located in Longview, Washington. This transaction is expected to close in the fourth quarter of 2016 and is subject to customary closing conditions. The printing papers joint venture will continue to operate separately from One Rock until the transaction closes.

The assets and liabilities of the pulp business, along with our investment in our printing papers joint venture, met the criteria necessary to be classified as held-for-sale during second quarter 2016 and continue to meet those criteria as of September 30, 2016. It is our expectation that the sales of these assets are probable and will be completed within one year.

Results of operations for our pulp and liquid packaging board businesses, along with our interest in our printing papers joint venture, have been reclassified to discontinued operations. These operations were previously reported as the Cellulose Fibers segment. These results have been summarized in "Earnings from discontinued operations, net of income taxes" on our Consolidated Statement of Operations for each period presented. The related assets and liabilities of these operations met the criteria for classification as "held for sale" and have been reclassified as discontinued operations on our Consolidated Balance Sheet for each date presented. We did not reclassify our Consolidated Statement of Cash Flows to reflect discontinued operations.

We expect to use after-tax proceeds from our sales of our discontinued operations for repayment of long-term debt.

The following table presents net earnings from discontinued operations.



	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2016			SEPTEMBER 2015			SEPTEMBER 2016			SEPTEMBER 2015
Total net sales	$	420		$	471		$	1,306		$	1,385
Costs of products sold	350			372			1,110			1,181
Gross margin	70			99			196			204
Selling expenses	3			3			10			10
General and administrative expenses	7			5			24			21
Research and development expenses	—			2			3			5
Charges for integration and restructuring, closures and asset impairments ⁽¹⁾	13			1			44			1
Other operating income, net	(2		)	(5		)	(21		)	(19		)
Operating income	49			93			136			186
Equity loss from joint venture	—			(5		)	(3		)	(18		)
Interest expense, net of capitalized interest	(2		)	(1		)	(5		)	(5		)
Earnings from discontinued operations before income taxes	47			87			128			163
Income taxes	(23		)	(28		)	(46		)	(52		)
Net earnings from operations	24			59			82			111
Net gain on divestiture of Liquid Packaging Board	41			—			41			—
Net earnings from discontinued operations	$	65		$	59		$	123		$	111


(1)	Charges for integration and restructuring, closures and asset impairments consist of costs related to our strategic evaluation of the Cellulose Fibers businesses and transaction-related costs.

The following table shows carrying values for assets and liabilities classified as discontinued operations as of September 30, 2016 and December 31, 2015 .



DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 30, 2016		DECEMBER 31, 2015
Assets
Cash and cash equivalents	$	10	$	1
Receivables, less allowances	182		211
Inventories	173		243
Prepaid expenses	12		14
Property and equipment, net	1,130		1,339
Construction in progress	94		51
Timber and timberlands at cost, less depletion charged to disposals	—		1
Investments in and advances to joint ventures	51		74
Total assets of discontinued operations	$	1,652	$	1,934
Liabilities
Accounts payable	$	107	$	122
Accrued liabilities	89		118
Long-term debt	88		88
Deferred income taxes	280		336
Other liabilities	14		26
Total liabilities of discontinued operations	$	578	$	690

Cash flows from discontinued operations for the three and nine months ended September 30, 2016 and September 30, 2015 are as follows:



	QUARTER ENDED					YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2016		SEPTEMBER 2015			SEPTEMBER 2016		SEPTEMBER 2015
Net cash provided by (used in) operating activities	$	58	$	75		$	192	$	248
Net cash provided by (used in) investing activities	$	259	$	(27	)	$	225	$	(85	)

NOTE 4: MERGER WITH PLUM CREEK

On February 19, 2016, we merged with Plum Creek Timber Company, Inc. (Plum Creek). Plum Creek was a REIT that primarily owned and managed timberlands in the United States. Plum Creek also produced wood products, developed opportunities for mineral and other natural resource extraction, and sold real estate properties. The merger combined two industry leaders. The breadth and diversity of our combined timberlands, real estate, energy and natural resources assets, and wood products operations position Weyerhaeuser to capitalize on the improving housing market and to continue to capture HBU land values across the combined portfolio.

Under the merger agreement, each issued and outstanding share of Plum Creek common stock was exchanged for 1.60 Weyerhaeuser common shares, with cash paid in lieu of any fractional shares. Upon consummation of the merger, all outstanding Plum Creek stock options (all fully vested as of the merger date) and restricted stock units were converted into Weyerhaeuser stock options and restricted stock units, after giving effect to the 1.60 exchange ratio. Because the Plum Creek stock options were fully vested and relate to services rendered to Plum Creek prior to the merger, the replacement stock options were also fully vested and their fair value is included in the consideration transferred. Replacement restricted stock units relate to services to be performed post-merger and therefore were not included in consideration transferred. See additional details about replacement share-based payment awards in Note 14: Share-based Compensation .

The acquisition of total assets of $10.0 billion was a noncash investing and financing activity comprised of $6.4 billion in equity consideration transferred and $3.6 billion of liabilities assumed. See Note 10: Long-term Debt and Lines of Credit for additional details of indebtedness assumed.

The following table summarizes the equity consideration transferred in the merger:



DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES
Number of Plum Creek common shares outstanding ⁽¹⁾	174,307,267
Exchange ratio per the merger agreement	1.60
Weyerhaeuser shares issued in exchange for Plum Creek equity ⁽²⁾	278,901,479
Price per Weyerhaeuser common share ⁽³⁾	$	22.87
Aggregate value of Weyerhaeuser common stock issued			$	6,378
Fair value of stock options ⁽⁴⁾			5
Estimated consideration transferred			$	6,383


(1)	The number of shares of Plum Creek common stock issued and outstanding as of February 19, 2016.


(2)	Total shares issued net of partial shares settled in cash.


(3)	The closing price of Weyerhaeuser common stock on the NYSE on February 19, 2016.


(4)	The estimated fair value of Plum Creek stock options for pre-merger services rendered.

We recognized $14 million and $132 million of merger-related costs that were expensed during the quarter and year-to-date period ended September 30, 2016 , respectively. We also recognized $14 million of merger-related costs that were expensed during the fourth quarter of 2015. See Note 15: Charges for Integration and Restructuring, Closures, and Asset Impairments for descriptions of the components of merger-related costs. These costs are included in "Charges for integration and restructuring, closures and asset impairments" in our Consolidated Statement of Operations .

As a result of progress made to integrate financial systems since the merger date, the amount of revenue and loss before income taxes from acquired Plum Creek operations is no longer practicable to disclose for the quarter and and year-to-date period ended September 30, 2016 .

Summarized unaudited pro forma information that presents combined amounts as if this merger occurred at the beginning of 2015 is as follows:



	QUARTER ENDED				YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES	SEPTEMBER 2016		SEPTEMBER 2015		SEPTEMBER 2016		SEPTEMBER 2015
Net sales	$	1,709	$	1,763	$	4,925	$	5,081
Net earnings from continuing operations attributable to Weyerhaeuser common shareholders	$	172	$	198	$	438	$	382
Earnings from continuing operations per share attributable to Weyerhaeuser common shareholders, basic and diluted	$	0.23	$	0.25	$	0.58	$	0.48

Pro forma net earnings attributable to Weyerhaeuser common shareholders exclude $10 million and $144 million non-recurring merger-related costs (net of tax) incurred in the quarter and year-to-date period ended September 30, 2016 , respectively. No non-recurring merger-related costs were incurred during the quarter or year-to-date period ended September 30, 2015 . Pro forma data may not be indicative of the results that would have been obtained had these events occurred at the beginning of the periods presented, nor is it intended to be a projection of future results.

Weyerhaeuser has accounted for the merger transaction as the acquirer and has applied the acquisition method of accounting. Under the acquisition method, the assets acquired and liabilities assumed by Weyerhaeuser from Plum Creek were recorded as of the date of the acquisition at their respective estimated fair values.

The fair values of the assets acquired and liabilities assumed were preliminarily determined using the income, cost or market approaches. The fair value measurements were generally based on significant inputs that are not observable in the market and thus represent Level 3 measurements as defined in ASC 820, Fair Value Measurement , with the exception of certain long-term debt instruments assumed in the acquisition that can be valued using observable market inputs and are therefore Level 2 measurements. The income approach was primarily used to value acquired timberlands, minerals and mineral rights, equity investments in the Timberland Venture (as defined and described in Note 7: Related Parties ) and Real Estate Development Ventures (as defined and described in Note 7: Related Parties ), and the Note Payable to Timberland Venture (as defined and described in Note 7: Related Parties ). The income approach estimates fair value for an asset based on the present value of cash flow projected to be generated by the asset. Projected cash flows are discounted at rates of return that reflect the relative risk of achieving the cash flows and the time value of money. The cost approach, which estimates value by determining the current cost of replacing an asset with another of equivalent economic utility, was used, as appropriate, for property and equipment. The cost to replace a given asset reflects the estimated reproduction or replacement cost for the property, less an allowance for loss in value due to depreciation. The market approach was primarily used to value higher and better use real estate tracts included within acquired timberlands, certain land and building assets included within acquired property and equipment, and long-term debt instruments. The market approach estimates fair value for an asset based on values of recent comparable transactions.

The initial allocation of purchase price was recorded using preliminary estimated fair value of assets acquired and liabilities assumed based upon the best information available to management at the time. The purchase price allocation was updated in the third quarter 2016. The measurement period adjustments reflect additional information obtained to record the fair value of certain assets acquired and liabilities assumed based on facts and circumstances existing as of the acquisition date. Measurement period adjustments reflected below did not have a material impact to earnings and had no impact to cash flows for the quarter or year-to-date period ended September 30, 2016 .

Initial and updated preliminary estimated fair values of identifiable assets acquired and liabilities assumed as of the merger date are as follows:



DOLLAR AMOUNTS IN MILLIONS	FEBRUARY 19, 2016		MEASUREMENT PERIOD ADJUSTMENTS			SEPTEMBER 30, 2016
Current assets	$	128	$	1		$	129
Timber and timberlands	8,124		23			8,147
Minerals and mineral rights	312		4			316
Property and equipment	272		5			277
Equity investment in Timberland Venture	876		(29		)	847
Equity investment in Real Estate Development Ventures	88		(4		)	84
Other assets	163		(4		)	159
Total assets acquired	9,963		(4		)	9,959

Current liabilities	610		—			610
Long-term debt	2,056		—			2,056
Note Payable to Timberland Venture	837		1			838
Other liabilities	77		(5		)	72
Total liabilities assumed	3,580		(4		)	3,576

Net assets acquired	$	6,383	$	—		$	6,383

These estimated fair values are preliminary in nature and subject to further adjustments, which could be material. We have not identified any material unrecorded pre-merger contingencies where the related asset, liability or impairment is probable and the amount can be reasonably estimated. We are in the process of finalizing our valuations related to the following:


•	timber and timberlands,


•	minerals and mineral rights, and


•	other contractual rights and obligations.

Our valuations will be finalized when certain information arranged to be obtained has been received and our review of that information has been completed. Prior to the finalization of the purchase price allocation, if information becomes available that would indicate it is probable that such events had occurred and the amounts can be reasonably estimated, such items will be included in the final purchase price allocation.

NOTE 5: NET EARNINGS PER SHARE AND SHARE REPURCHASES

NET EARNINGS PER SHARE

Our basic earnings per share attributable to Weyerhaeuser shareholders were:


•	$0.30 during third quarter 2016 and $0.64 during year-to-date 2016 ; and


•	$0.35 during third quarter 2015 and $0.78 during year-to-date 2015 .

Our diluted earnings per share attributable to Weyerhaeuser shareholders were:


•	$0.30 during third quarter 2016 and $0.64 during year-to-date 2016 ; and


•	$0.35 during third quarter 2015 and $0.77 during year-to-date 2015 .

Basic earnings per share is net earnings available to common shareholders 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 available to common shareholders 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 2016	SEPTEMBER 2015	SEPTEMBER 2016	SEPTEMBER 2015
Weighted average number of outstanding common shares – basic	749,587	514,301	708,395	518,121
Dilutive potential common shares:
Stock options	3,185	1,969	2,660	2,459
Restricted stock units	814	348	723	352
Performance share units	458	470	427	523
Total effect of outstanding dilutive potential common shares	4,457	2,787	3,810	3,334
Weighted average number of outstanding common shares – dilutive	754,044	517,088	712,205	521,455

We use the treasury stock method to calculate the 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.

As described below, on July 1, 2016, all outstanding Preference Shares were converted into common shares. For all periods presented the Preference Shares were antidilutive as determined using the if-converted method.

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 2016	SEPTEMBER 2015	SEPTEMBER 2016	SEPTEMBER 2015
Stock options	1,835	6,579	1,835	6,579
Performance share units	361	351	361	351
Preference shares	—	24,987	—	24,987

STOCK REPURCHASE PROGRAM

We repurchased 9,775,873 shares of common stock for $306 million (including transaction fees) during third quarter 2016 and 67,816,810 shares of common stock for $2.0 billion (including transaction fees) year-to-date 2016 under the 2016 Share Repurchase Authorization. The 2016 Share Repurchase Authorization was approved in November 2015 by our Board of Directors and authorized management to repurchase up to $2.5 billion of outstanding shares subsequent to the closing of our merger with Plum Creek. This new authorization replaced the August 2015 share repurchase authorization. Transaction fees incurred for repurchases are not counted as use of funds authorized for repurchases under the 2016 Share Repurchase Authorization. All common stock purchases under the stock repurchase program were made in open-market transactions. As of September 30, 2016 , we had remaining authorization of $500 million for future stock repurchases.

We record share repurchases upon trade date as opposed to the settlement date when cash is disbursed. We record a liability to account for repurchases that have not been cash settled. There were no unsettled repurchases as of September 30, 2016 or December 31, 2015 .

MANDATORY CONVERTIBLE PREFERENCE SHARES

On July 1, 2016, all outstanding 6.375% Mandatory Convertible Preference Shares, Series A (Preference Shares) converted into Weyerhaeuser common shares at a rate of 1.6929 Weyerhaeuser common shares per Preference Share. The company issued a total of 23.2 million Weyerhaeuser common shares in conjunction with the conversion, based on 13.7 million Preference Shares outstanding as of the conversion date.

In accordance with the terms of the Preference Shares, the number of Weyerhaeuser common shares issuable on conversion was determined based on the average volume weighted average price of $29.54 for Weyerhaeuser common shares over the 20-trading-day period beginning June 1, 2016, and ending on June 28, 2016.

NOTE 6: INVENTORIES

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



DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 30, 2016		DECEMBER 31, 2015
LIFO Inventories:
Logs	$	8	$	5
Lumber, plywood and panels	48		48
Other products	14		11
FIFO or moving average cost inventories:
Logs	27		36
Lumber, plywood, panels and engineered wood products	83		75
Other products	104		84
Materials and supplies	84		66
Total	$	368	$	325

LIFO – the last-in, first-out method – applies to major inventory products held at our U.S. domestic locations. The FIFO – the first-in, first-out method – or moving average cost methods apply to the balance of our domestic raw material and product inventories as well as for 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, 2016 , and $67 million as of December 31, 2015 .

NOTE 7: RELATED PARTIES

We use the equity method to account for our investments in various joint ventures. The following tables summarize the current period equity earnings or loss from our respective balances of our investments in and advances to each of our joint ventures:



	QUARTER ENDED				YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2016		SEPTEMBER 2015		SEPTEMBER 2016		SEPTEMBER 2015
Equity earnings from joint ventures:
Timberland Venture	$	8	$	—	$	20	$	—
Real Estate Development Ventures	1		—		1		—
Total	$	9	$	—	$	21	$	—

					SEPTEMBER 30, 2016		DECEMBER 31, 2015
Investment in and advances to joint ventures:
Real Estate Development Ventures					$	73	$	—

Through our merger with Plum Creek on February 19, 2016, we acquired equity interests in the Real Estate Development Ventures and the Timberland Venture. Additionally, through the merger Weyerhaeuser assumed the benefits and obligations associated with the formation of Twin Creeks Timber, LLC, a timberland venture (Twin Creeks Venture). The Twin Creeks Venture was funded with initial capital contributions on April 1, 2016.

Real Estate Development Ventures

WestRock-Charleston Land Partners, LLC (WR-CLP) is a limited liability company which holds residential and commercial real estate development properties, currently under development (Class A Properties) and higher-value timber and development lands (Class B Properties) (referred to collectively as the Real Estate Development Ventures). We have a 3 percent interest in Class A Properties and a 50 percent interest in Class B Properties. WestRock Company is the other member of WR-CLP and owns 97 percent of the Class A Properties and 50 percent of the Class B Properties. The Company uses the equity method for both its Class A and Class B interests. Our share of the equity earnings are included in the net contribution to earnings of our Real Estate & ENR segment.

WR-CLP is a variable interest entity and is financed by regular capital calls from the manager of WR-CLP in proportion to a member’s ownership interest. If a member does not make a capital contribution, the member’s ownership interest is diluted. We are committed to make additional capital contributions of up to $26 million during the remaining term of the venture which expires in 2020 . We do not intend to provide any additional sources of financing for WR-CLP.

We are not the primary beneficiary of WR-CLP. We consider the activities that most significantly impact the economic performance of WR-CLP to be the day-to-day operating decisions along with the oversight responsibilities for the real estate development projects and properties. WestRock Company (the other equity member) has the power to direct the activities of WR-CLP that most significantly impact its economic performance through its ability to manage the day-to-day operations of WR-CLP. WestRock Company also has the ability to control all management decisions associated with all Class A and Class B Properties through its majority representation on the board of directors for the Class A Properties and due to its equal representation on the board of directors for the Class B Properties.

Our maximum exposure to loss is $73 million , the carrying amount of our investment in WR-CLP at September 30, 2016 , plus any required future capital contributions.

Timberland Venture

Beginning on the date of our merger with Plum Creek until August 31, 2016, we held preferred and common interests in Southern Diversified Timber, LLC, a timberland joint venture (Timberland Venture), which included 100 percent of the preferred interests and 9 percent of the common interests. The Timberland Venture’s other member, an affiliate of Campbell Global LLC (TCG Member), held 91 percent of the Timberland Venture’s common interests. The activities of the Timberland Venture consisted primarily of owning, growing, managing and sustaining its Southern timberlands, entering into cutting contracts with an affiliate of Campbell Global LLC for the sale and harvest of timber and owning a promissory note payable to the Timberland Venture (Note Payable to Timberland Venture) and collecting interest thereon. Our investment in and share of the equity earnings of the Timberland Venture was not attributed to one of our business segments, and was reported in Unallocated Items.

On August 31, 2016, the Timberland Venture redeemed TCG Member’s interest. Upon the redemption, the Timberland Venture distributed all of the timberlands, a portion of the cash balance, and other net assets to TCG Member equal in total to the fair value of TCG Member's adjusted capital account. Following the redemption and distribution of assets to TCG Member, the Timberland Venture's remaining assets consisted of cash and a note receivable from Weyerhaeuser.

As we now hold all of the equity interests in the Timberland Venture, we have consolidated it as a wholly-owned subsidiary and eliminated our equity method investment in the Timberland Venture. As a result, the Note Payable to Timberland Venture is now eliminated for financial reporting purposes in consolidation as it is now intercompany indebtedness and therefore no longer appears on our Consolidated Balance Sheet .

In conjunction with the redemption of TCG Member, we remeasured our previously held equity interest to fair value at August 31, 2016, resulting in recognition of a gain of $6 million in "Interest income and other" on our Consolidated Statement of Operations during the third quarter of 2016.

Twin Creeks Venture

On April 1, 2016, we contributed approximately 260,000 acres of our southern timberlands with an agreed-upon value of approximately $560 million to Twin Creeks Timber, LLC (Twin Creeks Venture), in exchange for cash of approximately $440 million and a 21 percent ownership interest. The other members contributed cash of approximately $440 million for a combined 79 percent ownership interest.

The Twin Creeks Venture is expected to raise total committed capital of up to $950 million from its investors over the next several years. We expect to maintain a 21 percent ownership interest and to contribute additional capital of up to $85 million during the next several years. Unless extended by unanimous vote of all the investors, the term of the Twin Creeks Venture is 15 years.

In conjunction with contributing to the venture, we entered into a separate agreement to manage the timberlands owned by the Twin Creeks Venture, including harvesting activities, marketing and log sales activities, and replanting and silviculture activities. This management agreement guarantees an annual return to the venture in the form of minimum quarterly payments from us equal to 3 percent of the fair value of the managed timberlands. We are also required to annually distribute 75 percent of any profits earned by us in excess of the minimum quarterly payments. The management agreement is cancellable at any time by Twin Creeks Timber, LLC, and otherwise will expire after three years.

The guaranteed return that the management agreement requires Weyerhaeuser to provide to the Twin Creeks Venture constitutes continuing involvement in the timberlands we contributed to the venture. This continuing involvement prohibits recognition of the contribution as a sale and requires application of the deposit method to account for the cash payment received. By applying the deposit method to the contribution of timberlands to the venture:


•	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 will continue to be reported within the "Timber and timberlands at cost, less depletion charged to disposals" on our Consolidated Balance Sheet with no change in value;


•	no gain or loss was recognized in our Consolidated Statement of Operations ; and


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

The receipt of $440 million was classified as a cash flow from investing activities in our Consolidated Statement of Cash Flows . The cash proceeds from our contribution of timberlands were used to fund our share repurchases described in Note 5: Net Earnings per Share and Share Repurchases .

The "Deposit from contributions of timberlands to related party" liability balance will subsequently increase for additional payments received from the venture (e.g., distributions) and decrease for any payments by us to the venture (e.g., the guaranteed return payments) with no corresponding impact to earnings. These cash flows are included in "Other" cash flows from investing activities in our Consolidated Statement of Cash Flows .

All revenues and expenses from our harvest and sale of standing timber from the contributed timberland will continue to be reported in our Consolidated Statement of Operations and attributed to our Timberlands business segment as though the contribution had not occurred.

NOTE 8: PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

The components of net periodic benefit costs (credits) are:



	PENSION
	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2016			SEPTEMBER 2015			SEPTEMBER 2016			SEPTEMBER 2015
Service cost ⁽¹⁾	$	13		$	14		$	37		$	42
Interest cost	70			65			207			198
Expected return on plan assets	(125		)	(115		)	(371		)	(354		)
Amortization of actuarial loss	39			44			117			135
Amortization of prior service cost	1			1			3			3
Accelerated pension costs included in Plum Creek merger-related costs (Note 15)	—			—			5			—
Total net periodic benefit cost (credit) - pension	$	(2	)	$	9		$	(2	)	$	24


(1)	Service cost includes $3 million and $5 million for quarters ended September 30, 2016 , and September 30, 2015 , respectively, and $10 million and $13 million for the year-to-date periods ended September 30, 2016 , and September 30, 2015 , respectively for employees of our Cellulose Fibers segment. These charges are included in our results of discontinued operations.



	OTHER POSTRETIREMENT BENEFITS
	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2016			SEPTEMBER 2015			SEPTEMBER 2016			SEPTEMBER 2015
Interest cost	$	2		$	2		$	7		$	7
Amortization of actuarial loss	2			2			6			7
Amortization of prior service credit	(2		)	(2		)	(6		)	(6		)
Total net periodic benefit cost - other postretirement benefits	$	2		$	2		$	7		$	8

ASSUMED PLANS FROM MERGER WITH PLUM CREEK

Upon our merger with Plum Creek, we assumed one qualified pension plan and two nonqualified pension plans. All active participants in these plans became fully vested and the plans were frozen as of February 19, 2016. The cumulative funded status of the assumed plans as of February 19, 2016, was a net liability of $62 million .

The expected return on assets for the qualified plan assumed is 7 percent . Assets of $47 million related to the nonqualified plans are held in a grantor trust and are subject to the claims of creditors in the event of bankruptcy. As a result, these are not considered plan assets and have not been netted against the nonqualified pension liability. These assets are included in "Other assets" in our Consolidated Balance Sheet .

During first quarter 2016, we recognized $5 million of pension benefit costs from change in control provisions for certain Plum Creek executives. These enhanced pension benefits were triggered by changes in control and retention decisions made after the completion of the merger (see Note 15: Charges for Integration and Restructuring, Closures and Impairments ). We did not recognize any additional costs for change in control provisions during the second or third quarters of 2016.

During third quarter 2016, we made $37 million of nonqualified pension benefits payments, which included a portion of the enhanced benefits triggered by change in control provisions. These were paid using proceeds from sales of assets held in grantor trusts.

FAIR VALUE OF PENSION PLAN ASSETS AND OBLIGATION

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 updated 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 2016 , we recorded an increase in the fair value of the pension assets of $7 million , or less than 1 percent . We also updated our census data that is used to estimate our projected benefit obligation for pension and other postretirement benefit plans. As a result of that update, during second quarter 2016 , we recorded an increase to the projected benefit obligation of $1 million , or less than 1 percent . The net effect was a $6 million increase in the funded status.

Consistent with accounting for the merger as the acquirer in a business combination (see Note 4: Merger with Plum Creek ), pension assets and benefit obligations for plans assumed from Plum Creek were re-measured to reflect their fair value as of the merger date. This included updating asset values, updating discount rates to reflect market conditions as of the date of the merger, and freezing benefit accruals. The fair value of these items as of February 19, 2016, were as follows:


•	$137 million qualified pension plan assets;


•	$149 million qualified pension plan projected benefit obligation; and


•	$50 million nonqualified pension plan projected benefit obligation.

No adjustments were made to the fair value of assets or projected benefit obligations of plans assumed from Plum Creek during the second or third quarter.

EXPECTED CONTRIBUTIONS AND BENEFIT PAYMENTS

In 2016 we expect to:


•	be required to contribute approximately $17 million for our Canadian registered plan;


•	be required to contribute or make benefit payments for our Canadian nonregistered plans of $3 million ;


•	make benefit payments of $57 million for our U.S. nonqualified pension plans, including $38 million of benefit payments for plans assumed from Plum Creek to be paid out of assets held in grantor trusts; and


•	make benefit payments of $22 million for our U.S. and Canadian other postretirement plans.

We do not anticipate making a contribution to our U.S. qualified pension plans for 2016 .

NOTE 9: ACCRUED LIABILITIES

Accrued liabilities were comprised of the following:



DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 30, 2016		DECEMBER 31, 2015
Wages, salaries and severance pay	$	140	$	117
Pension and other postretirement benefits	50		44
Vacation pay	35		30
Taxes – Social Security and real and personal property	37		17
Interest	89		102
Customer rebates and volume discounts	37		31
Deferred income	54		28
Other	91		58
Total	$	533	$	427

NOTE 10: LONG-TERM DEBT AND LINES OF CREDIT

This note provides details about our:


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


•	new term loans issued.

LONG-TERM DEBT ASSUMED IN THE PLUM CREEK MERGER

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


•	two issuances of publicly traded Senior Notes;


•	an Installment Note (defined and described below); and


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

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

Senior Notes

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

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

Installment Note

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

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

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

Note Payable to Timberland Venture

We assumed the Note Payable to Timberland Venture, which has a principal balance of $783 million . The annual interest rate on the Note Payable to Timberland Venture is fixed at 7.375 percent . Interest is paid quarterly with the

principal due upon maturity. The note matures on October 1, 2018, but may be extended until October 1, 2020, at our election. The note is not redeemable prior to maturity.

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

On August 31, 2016, the Timberland Venture redeemed TCG Member's interest and Weyerhaeuser obtained full ownership of the Timberland Venture's equity. As a result, we consolidated the Timberland Venture as a wholly-owned subsidiary and the Note Payable to Timberland Venture is therefore eliminated for financial reporting purposes upon consolidation as it is now intercompany indebtedness. The redemption transaction and consolidation is described in Note 7: Related Parties .

NEW TERM LOANS ISSUED

During February 2016 and subsequent to completion of the Plum Creek merger, we entered into a $600 million 18-month senior unsecured term loan maturing in August 2017. Borrowings are currently at LIBOR plus 1.05 percent . At September 30, 2016 , we had $600 million outstanding under this facility.

During March 2016, we entered into a $1.9 billion 18-month senior unsecured term loan maturing in September 2017. Borrowings are currently at LIBOR plus 1.05 percent . At September 30, 2016 , we had $1,100 million outstanding under this facility.

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, 2016				DECEMBER 31, 2015
DOLLAR AMOUNTS IN MILLIONS	CARRYING VALUE		FAIR VALUE (LEVEL 2)		CARRYING VALUE		FAIR VALUE (LEVEL 2)
Long-term debt (including current maturities):
Fixed rate	$	6,063	$	7,204	$	4,238	$	4,967
Variable rate	2,247		2,250		549		550
Total Debt	$	8,310	$	9,454	$	4,787	$	5,517

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.

NOTE 12: LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES

This note provides details about our:


•	legal proceedings and


•	environmental matters.

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 long-term consolidated financial position, results of operations or cash flows. See Note 17: Income Taxes for a discussion of a tax proceeding involving Plum Creek REIT's 2008 U.S. federal income tax return.

ENVIRONMENTAL MATTERS

Our environmental matters include:


•	site remediation and


•	asset retirement obligations.

Site Remediation

Under the Comprehensive Environmental Response Compensation and Liability Act – 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. In 2015, we received invitations from the EPA to negotiate an administrative order on consent for a contaminant removal action for a portion of the site comprising a stretch of the river approximately 1.7 miles long that the EPA refers to as the Otsego Township Dam Area. Several other companies also operated upstream pulp mills, and two other parties received the same invitations. On April 14, 2016, the EPA issued an administrative order to the company and the other parties, the terms and scope of which are generally consistent with the company’s and the other parties’ discussions with the EPA. The company and the other parties have begun to jointly implement the administrative order. At this time we do not expect to incur material losses related to the implementation of the administrative order.

As of September 30, 2016 , our total accrual for future estimated remediation costs on the active Superfund sites and other sites for which we are responsible was approximately $37 million . These reserves are recorded in "Accrued liabilities" and "Other liabilities" on our Consolidated Balance Sheet . The accrual has not changed materially since the end of 2015.

Asset Retirement Obligations

We have obligations associated with the 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, 2016 , our accrued balance for these obligations was $28 million . These obligations are recorded in "Accrued liabilities" and "Other liabilities" on our Consolidated Balance Sheet . The accruals have not changed materially for continuing operations since the end of 2015.

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.

NOTE 13: CUMULATIVE OTHER COMPREHENSIVE INCOME (LOSS)

Changes in amounts included in our cumulative other comprehensive income (loss) by component are:



			PENSION						OTHER POSTRETIREMENT BENEFITS
DOLLAR AMOUNTS IN MILLIONS	Foreign currency translation adjustments		Actuarial losses			Prior service costs			Actuarial losses			Prior service credits			Unrealized gains on available-for-sale securities		Total
Beginning balance as of December 31, 2015	$	207	$	(1,372	)	$	(11	)	$	(77	)	$	35		$	6	$	(1,212	)
Other comprehensive income (loss) before reclassifications	34		(16		)	—			3			—			1		22
Income taxes	—		3			—			(1		)	—			—		2
Net other comprehensive income (loss) before reclassifications	34		(13		)	—			2			—			1		24
Amounts reclassified from cumulative other comprehensive income (loss) ⁽¹⁾	—		117			3			6			(6		)	—		120
Income taxes	—		(40		)	(1		)	(2		)	1			—		(42		)
Net amounts reclassified from cumulative other comprehensive income (loss)	—		77			2			4			(5		)	—		78
Total other comprehensive income (loss)	34		64			2			6			(5		)	1		102
Ending balance as of September 30, 2016	$	241	$	(1,308	)	$	(9	)	$	(71	)	$	30		$	7	$	(1,110	)
(1) Actuarial losses and prior service credits (cost) are included in the computation of net periodic benefit costs (credits). See Note 8: Pension and Other Postretirement Benefit Plans .

NOTE 14: SHARE-BASED COMPENSATION

In year-to-date 2016 , we granted 6,121,835 stock options, 1,954,796 restricted stock units (RSUs), 495,079 performance share units (PSUs) and 106,752 stock appreciation rights. In addition, 1,166,591 outstanding RSUs and 288,780 outstanding PSUs vested during year-to-date 2016 . A total of 3,034,349 shares of common stock were issued as a result of RSU vesting, PSU vesting and stock option exercises.

SHARE-BASED COMPENSATION RESULTING FROM OUR MERGER WITH PLUM CREEK

Included in the award activity above are replacement awards granted as a result of the merger with Plum Creek. Eligible outstanding Plum Creek stock options, restricted stock unit and deferred stock unit awards were converted into equivalent equity awards with respect to Weyerhaeuser Common Shares, after giving effect to the appropriate adjustments to reflect the consummation of the merger. In total, we issued replacement awards consisting of 1,953,128 stock options and 1,248,006 RSUs. We also assumed 289,910 value management awards (VMAs) through the merger with Plum Creek.

Replacement Stock Option Awards

The replacement stock option awards issued as a result of the merger with Plum Creek have similar exercise provisions as the terms of our current awards. All replacement stock option awards were fully vested prior to the date of the merger, so no expense will be recorded. The value of the replacement stock option awards was $5 million , which was included in the equity consideration issued in the merger as described in Note 4: Merger with Plum Creek .

Replacement Restricted Stock Unit Awards

The replacement RSUs issued as a result of the merger with Plum Creek have similar vesting provisions as the terms of existing Weyerhaeuser restricted stock unit awards. Expense for replacement RSUs will continue to be recognized over the remaining service period unless a qualifying termination occurs. A qualifying termination of an awardee will result in acceleration of vesting and expense recognition in the period that the qualifying termination occurs. Qualifying terminations during year-to-date 2016 resulted in accelerated vesting of 686,096 of the replacement RSUs and recognition of $15 million of expense. This accelerated expense is included in merger-related integration costs as described in Note 15: Charges for Integration and Restructuring, Closures and Asset Impairments .

Value Management Awards

Following the merger, the VMAs assumed were valued at target. All outstanding VMAs, if earned, will vest December 31, 2017, and be paid in the first quarter of 2018. The VMAs are classified and accounted for as liabilities, as they will be settled in cash upon vesting. The expense recognized over the remaining performance period will equal the cash value of an award as of the last day of the performance period multiplied by the number of awards that are earned. Expense for VMAs will continue to be recognized over the remaining service period unless a qualifying termination occurs. A qualifying termination of an awardee will result in acceleration of vesting and expense recognition in the period that the qualifying termination occurs. Qualifying terminations during year-to-date 2016 resulted in $6 million of expense recognized. This accelerated expense is included in merger-related integration costs as described in Note 15: Charges for Integration and Restructuring, Closures and Asset Impairments .

STOCK OPTIONS

Excluding replacement awards granted as a result of the merger, the weighted average exercise price of stock options granted to date in 2016 was $23.09 . The vesting and post-termination vesting terms for stock options granted to date in 2016 were as follows:


•	vest ratably over four years, except for the replacement stock option awards granted as a result of the Plum Creek merger, which were fully vested as of the grant date;


•	vest or continue to vest in the event of death while employed, disability or retirement at an age of at least 62;


•	continue to vest upon retirement at an age of at least 62, but a portion of the grant forfeits 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.

Weighted Average Assumptions Used in Estimating the Value of Stock Options Granted in 2016



	Stock Options ⁽¹⁾
Expected volatility	25.43		%
Expected dividends	5.37		%
Expected term (in years)	4.95
Risk-free rate	1.28		%
Weighted average grant date fair value		$2.73


(1)	Weighted average assumptions presented do not include the replacement stock option awards issued as consideration for our merger with Plum Creek.

RESTRICTED STOCK UNITS

Excluding replacement awards granted as a result of the merger, the weighted average fair value of the RSUs granted in 2016 was $23.09 . The vesting provisions for RSUs granted in 2016 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 forfeits 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 forfeit 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 2016 was $20.83 .

The final number of shares granted in 2016 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 three measures:


•	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.

The vesting provisions for PSUs granted in 2016 were as follows:


•	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 forfeits 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 forfeit 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 2016



	Performance Share Units
Performance period	1/1/2016 – 12/31/2018
Valuation date closing stock price	$	23.09
Expected dividends	5.37					%
Risk-free rate	0.48		%	–	0.93	%
Expected volatility	23.57		%	–	28.09	%

STOCK APPRECIATION RIGHTS

Stock appreciation rights are re-measured to reflect the fair value at each reporting period. The following table shows the weighted average assumptions applied to all outstanding stock appreciation rights as of September 30, 2016 .

Weighted Average Assumptions Used to Re-measure the Value of Stock Appreciation Rights as of September 30, 2016



	Stock Appreciation Rights
Expected volatility	23.08		%
Expected dividends	4.14		%
Expected term (in years)	2.21
Risk-free rate	0.86		%
Weighted average fair value		$7.07

The vesting and post-termination vesting terms for stock appreciation rights granted in 2016 are the same as for stock options described above.

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



	QUARTER ENDED				YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2016		SEPTEMBER 2015		SEPTEMBER 2016		SEPTEMBER 2015
Integration and restructuring charges related to our merger with Plum Creek:
Termination benefits	$	4	$	—	$	52	$	—
Acceleration of share-based compensation related to qualifying terminations (Note 14)	—		—		21		—
Acceleration of pension benefits related to qualifying terminations (Note 8)	—		—		5		—
Professional services	6		—		45		—
Other integration and restructuring costs	4		—		9		—
Total integration and restructuring charges related to our merger with Plum Creek	14		—		132		—
Charges related to closures and other restructuring activities:
Termination benefits	1		—		4		1
Other closures and restructuring costs	1		1		3		1
Total charges related to closures and other restructuring activities	2		1		7		2
Impairments of long-lived assets	—		1		2		14
Total charges for integration and restructuring, closures and impairments	$	16	$	2	$	141	$	16

During 2016 , we incurred and accrued for termination benefits (primarily severance), accelerated share-based payment costs, and accelerated pension benefits based upon actual and expected qualifying terminations of certain employees as a result of restructuring decisions made subsequent to the merger. We also incurred non-recurring professional services costs for investment banking, legal and consulting, and certain other fees directly attributable to our merger with Plum Creek.

During 2015, we recognized a noncash impairment charge of $13 million in first quarter 2015 related to a nonstrategic asset held in Unallocated Items that was sold in second quarter 2015. The fair value of the asset was determined using significant unobservable inputs (level 3) based on discounted cash flow model.

Changes in accrued severance related to restructuring during the year-to-date period ended September 30, 2016 , were as follows:



DOLLAR AMOUNTS IN MILLIONS
Accrued severance as of December 31, 2015	$	5
Charges	56
Payments	(33		)
Accrued severance as of September 30, 2016	$	28

Accrued severance is recorded within the "Wages, salaries and severance pay" component of "Accrued liabilities" on our Consolidated Balance Sheet as detailed in Note 9: Accrued Liabilities . The majority of the accrued severance balance as of September 30, 2016 , is expected to be paid within one year.

NOTE 16: 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 2016			SEPTEMBER 2015			SEPTEMBER 2016			SEPTEMBER 2015
Gain on disposition of nonstrategic assets	$	(8	)	$	(1	)	$	(54	)	$	(7	)
Foreign exchange losses (gains), net	1			20			(11		)	41
Litigation expense, net	2			6			23			17
Other, net	5			6			(5		)	5
Total other operating costs (income), net	$	—		$	31		$	(47	)	$	56

Gain on disposition of nonstrategic assets included a $36 million pretax gain recognized in the first quarter of 2016 on the sale of our Federal Way, Washington headquarters campus.

Foreign exchange losses (gains) result from changes in exchange rates, primarily related to our Canadian operations.

NOTE 17: 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 TRS, which includes our manufacturing businesses 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 2016 estimated annual effective tax rate for our TRS is approximately 33 percent , which is lower than the U.S. domestic

statutory federal tax rate primarily due to lower foreign tax rates applicable to foreign earnings, partially offset by state income taxes.

Following the merger with Plum Creek in first quarter 2016, our income tax receivables and deferred income tax balances for our TRS have been adjusted to include Plum Creek’s TRS, which include $4 million in federal income tax receivables and $65 million in deferred income tax assets arising from temporary differences between the tax bases and book bases of assets acquired and liabilities assumed in the merger. See Note 4: Merger with Plum Creek for additional details.

ONGOING IRS MATTER

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 REIT’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 the company 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. We expect that as much as 80 percent of any such 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.

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

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. These statements:


•	are based on various assumptions we make and


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

Factors listed in this section – as well as other factors not included – may cause our actual results to differ significantly from our forward-looking statements. There is no guarantee that any of the events anticipated by our forward-looking statements will occur. Or if any of the events occur, there is no guarantee what effect they will have on our operations or financial condition.

We will not update our forward-looking statements after the date of this report.

FORWARD-LOOKING TERMINOLOGY

Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often use words such as expects, may, should, will, believes, anticipates, estimates, projects, intends, plans, targets and approximately. They may use the positive or negative or other variation of those and similar words.

STATEMENTS

We make forward-looking statements in this report concerning our plans, strategies, intentions and expectations, including with respect to estimated taxes and tax rates, expectations relating to shares, share repurchases, share compensation, dilution and dividends, expected results of legal proceedings and the sufficiency of litigation reserves, expected uses of cash, expectations relating to pension contributions and benefit payments, and our expectations relating to the U.S. housing market, economic conditions, strength of the U.S. dollar and demand for our products.

We base our forward-looking statements on a number of factors, including the expected effect of:


•	the economy,


•	laws and regulations,


•	adverse litigation outcomes and the adequacy of reserves,


•	changes in accounting principles,


•	contributions to pension plans,


•	projected benefit payments,


•	projected tax treatment, rates and credits, and


•	other related matters.

You should understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties. Should other risks or uncertainties materialize, or should our underlying assumptions prove inaccurate, actual results could differ materially from past results as well as from our estimated or projected results .

RISKS, UNCERTAINTIES AND ASSUMPTIONS

Major risks and uncertainties – and assumptions that we make – that affect our business and may cause actual results to differ from these forward-looking statements include, but are not limited to:


•	the effect of general economic conditions, including employment rates, interest rate levels, housing starts, availability of financing for home mortgages and strength of the U.S. dollar;


•	market demand for our products, including market demand for our timberland properties with higher and better uses, which is related to, among other factors, the strength of the various U.S. business segments and U.S. and international economic conditions;


•	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;


•	raw material availability and prices;


•	the effect of weather;


•	the risk of loss from fires, floods, windstorms, hurricanes, pest infestation and other natural disasters;


•	energy prices;


•	the successful execution of our internal plans and strategic initiatives, including without limitation the realization of cost and operational synergies;


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


•	transportation and labor availability and costs;


•	federal tax policies, interpretations or rulings;


•	the effect of forestry, land use, environmental and other governmental regulations;


•	legal proceedings;


•	performance of pension fund investments and related derivatives;


•	the effect of timing of retirements and changes in the market price of our common stock on charges for share-based compensation;


•	changes in accounting principles; and


•	other factors described under “Risk Factors” in our 2015 Annual Report on Form 10-K and in our Registration Statement on Form S-4/A filed on December 23, 2015.

EXPORTING ISSUES

We are a large exporter, affected by:


•	economic activity in Europe and Asia, especially Japan and China;


•	currency exchange rates – particularly the relative value of the U.S. dollar, Canadian dollar, euro and yen; and


•	restrictions on international trade or tariffs imposed on imports.

RESULTS OF OPERATIONS

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


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


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

In the following discussion, unless otherwise noted, references to increases or decreases in income and expense items, sales realizations, shipment volumes, and net contributions to earnings are based on the quarter and year-to-date period ended September 30, 2016 , compared to the quarter and year-to-date period ended September 30, 2015 .

Our merger with Plum Creek during first quarter 2016 significantly impacted the comparability of our consolidated operating results between 2016 and 2015. As a result of progress made to integrate financial processes and systems since the merger date, the results beginning on February 19, 2016, from acquired Plum Creek operations and the respective impacts of these results on our current period results are impracticable to disclose in the quarter and year-to-date period ended September 30, 2016 . Our prior period results do not include pre-merger results of Plum Creek operations.

When compared to historical Plum Creek results, the post-merger results of the acquired operations are significantly impacted by the following items:


•	Increased depletion charges and increased basis of real estate sold as a result of applying acquisition accounting to Timber and timberlands assets acquired as described in Note 4: Merger with Plum Creek and


•	Certain merger-related costs as described in Note 15: Charges for Integration and Restructuring, Closures and Asset Impairments .

ECONOMIC AND MARKET CONDITIONS AFFECTING OUR OPERATIONS

The strength of the U.S. housing market strongly affects our Wood Products and Timberlands segments. As published by the U.S. Census Bureau, total housing starts for 2015 were 1.11 million units. We continue to expect improving U.S. housing starts and anticipate a level of approximately 1.18 million units in 2016 as a result of employment growth, improving consumer confidence and continued historically low mortgage rates. In the first nine months of 2016, housing starts averaged 1.15 million total units on a seasonally adjusted annual basis according to the U.S. Census Bureau and single family units averaged 0.77 million as a seasonally adjusted annual rate. This is consistent with expectations for 7 percent to 8 percent year-over-year growth in housing starts. Repair and remodeling activity is also a driver of wood product demand. The Joint Center for Housing of Harvard University is projecting an increase in remodeling expenditures of 8.6 percent in 2016 over 2015.

Our Real Estate & ENR segment is affected by the health of the U.S. economy and especially the U.S. housing sector, which influences the real estate market. According to the Realtors Land Institute of the National Association of Realtors, land transaction prices and volumes are expected to be the same or stronger in 2016 compared to 2015.

Demand for logs from our Timberlands segment is affected by production levels of wood-based building products. U.S. wood product markets advanced in the first nine months of 2016, consistent with homebuilding and remodeling segments and helped by a rising single family share of total housing starts. Single family starts are up 10 percent year to date over the same period last year on a seasonally adjusted basis. Demand for logs increased with wood products production, and log supplies kept pace, leaving prices relatively flat year to date for western and southern sawlogs and southern pulpwood. Our western holdings are also affected by export demand. Log inventories in Chinese ports were lower in 2016 than for the same period in 2015 and demand was modestly improved over 2015. Japan housing starts for January through August 2016 are up 5 percent from the same period last year. Housing starts are a key driver of wood product and log demand in Japan. We expect demand from China and Japan in 2016 to be similar to 2015.

CONSOLIDATED RESULTS

How We Did Third Quarter and Year-to-Date 2016



	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES	SEPTEMBER 2016		SEPTEMBER 2015		2016 VS. 2015			SEPTEMBER 2016		SEPTEMBER 2015		2016 VS. 2015
Net sales	$	1,709	$	1,355	$	354		$	4,769	$	3,980	$	789
Costs of products sold	1,314		1,073		241			3,661		3,123		538
Operating income	274		166		108			685		516		169
Earnings of discontinued operations, net of tax	65		59		6			123		111		12
Net earnings attributable to Weyerhaeuser common shareholders	227		180		47			454		403		51
Earnings per share attributable to Weyerhaeuser shareholders, basic	$	0.30	$	0.35	$	(0.05	)	$	0.64	$	0.78	$	(0.14	)
Earnings per share attributable to Weyerhaeuser shareholders, diluted	$	0.30	$	0.35	$	(0.05	)	$	0.64	$	0.77	$	(0.13	)

Comparing Third Quarter 2016 with Third Quarter 2015

Net sales

Net sales increased $354 million – 26 percent – primarily attributable to the following factors:

•

Timberlands segment sales increased $174 million – 56 percent – due to higher delivered logs sales volumes primarily attributable to 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 33 percent of net sales for the quarter compared with 21 percent of net sales for third quarter 2015.


•	Real Estate & ENR segment sales increased $26 million – 118 percent – primarily due to increased volume of timberland acres sold and increased ENR sales volume attributable to the operations acquired in our merger with Plum Creek, partially offset by a decrease in average price realized per timberland acre.


•	Wood Products segment sales increased $154 million – 15 percent – primarily due to increased medium density fiberboard sales generated from our operations acquired from our merger with Plum Creek; increased oriented strand board, lumber, and plywood average sales realizations; and increased lumber and plywood sales volumes attributable to the operations acquired in our merger with Plum Creek.

Costs of products sold

Costs of products sold increased $241 million – 22 percent – primarily attributable to the following:


•	Timberlands segment costs of products sold increased $161 million , primarily due to:


◦	increased sales volumes as described above and higher depletion rates in the South and West for acquired Plum Creek timberlands, which were measured at fair value as of the merger date; and


◦	increased silviculture and reforestation costs, which is attributable to the significant increase in our timberlands holdings resulting from the merger;


•	Real Estate & ENR segment costs of products sold increased $23 million primarily due to increased real estate and ENR sales volume as explained above, coupled with an increase in the average basis of real estate sold attributable to measuring acquired Plum Creek land at fair value in acquisition accounting; and


•	Wood Products segment costs of products sold increased $66 million primarily due to increased sales volume as described above. This increase is partially offset by lower resin and manufacturing costs per unit.

Operating income

Operating income increased $108 million – 65 percent – primarily attributable to increased net sales and costs of products sold explained above.

These increases were partially offset by a $14 million increase to charges for integration and restructuring, closures and asset impairments, which is attributable to integration costs related to our merger with Plum Creek.

Net earnings attributable to Weyerhaeuser common shareholders

Our net earnings attributable to Weyerhaeuser common shareholders increased $47 million – 26 percent. Excluding earnings from discontinued operations, net of tax, net earnings attributable to Weyerhaeuser common shareholders increased $41 million – 34 percent – primarily attributable to the variances in net sales, costs of products sold and operating income as explained above. The increase is partially offset by a $66 million increase in income taxes from continuing operations attributable to:


•	increased earnings for our TRS due primarily to the improved performance of our Wood Products segment and


•	exhaustion of our remaining federal tax credit and net operating loss carryforwards during 2016.

Earnings from discontinued operations, net of tax, decreased $6 million – 10 percent – primarily due to:


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


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

These were partially offset by:


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


•	lower equity loss from our printing papers joint venture; and


•	the net gain on the divestiture of liquid packaging board recognized in third quarter 2016.

Comparing Year-to-Date 2016 with Year-to-Date 2015

Net sales

Net sales increased $789 million – 20 percent – attributable to:

•

Timberlands segment sales increased $381 million – 40 percent – primarily due to 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 net sales for year-to-date 2016 compared with 19 percent of net sales for the 2015 year-to-date period.


•	Real Estate & ENR segment sales increased $56 million – 81 percent – attributable to increased volume of timberland acres sold and increased ENR sales volume attributable to the operations acquired in our merger with Plum Creek, and an increase in average price realized per acre sold.


•	Wood Products segment sales increased $352 million – 12 percent – primarily due to increased medium density fiberboard sales generated from our operations acquired from our merger with Plum Creek; increased oriented strand board and plywood average sales realizations; and increased lumber, oriented strand board, plywood, and engineered solid section sales volumes.

Costs of products sold

Costs of products sold increased $538 million – 17 percent – primarily attributable to the following:


•	Timberlands segment costs of products sold increased $351 million , primarily due to increased sales volumes, as explained above and to higher depletion rates in the South and West for acquired Plum Creek timberlands, which were measured at fair value;


•	Real Estate & ENR segment costs of products sold increased $50 million attributable to increased real estate and ENR sales volumes as explained above; and


•	Wood Products segment costs of products sold increased $153 million primarily due to increased sales volume as explained above. This increase was partially offset by lower log, resin, and manufacturing costs per unit.

Operating income

Operating income increased $169 million – 33 percent – primarily due to the following:


•	increased gross margin as described above – $251 million,


•	noncash gain on foreign exchange debt held by our Canadian entity – $53 million , and


•	a pretax gain related to the sale of our Federal Way headquarters campus – $36 million.

These increases were partially offset by:


•	a $125 million increase in charges for integration and restructuring, closures and asset impairments, primarily attributable to 2016 integration costs related to our merger with Plum Creek – $132 million ; and


•	a $64 million increase in general and administrative expenses attributable primarily to acquired Plum Creek operations.

These increases are partially offset by a noncash impairment charge recognized in first quarter 2015 related to a nonstrategic asset that was sold in second quarter 2015 – $13 million .

Net earnings attributable to Weyerhaeuser common shareholders

Our net earnings attributable to Weyerhaeuser common shareholders increased $51 million – 13 percent. Excluding earnings from discontinued operations, net of tax, net earnings attributable to Weyerhaeuser common shareholders increased $39 million – 13 percent – primarily attributable to the variances in net sales, costs of products sold and operating income as explained above, partially offset by $100 million increase in income taxes from continuing operations resulting from increased taxable earnings generated by our TRS.

Earnings from discontinued operations, net of tax, increased $12 million – 11 percent – primarily due to:


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


•	a decrease in the equity loss from our printing papers joint venture, and


•	the gain on the divestiture of the liquid packaging board business recognized in third quarter of 2016.

These were partially offset by:


•	lower average sales realizations for pulp and liquid packaging board and lower sales volumes for liquid packaging board,


•	increased income tax expense due to the gain on the divestiture of the liquid packaging board business, and


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

TIMBERLANDS

Compared to 2015, the changes to the results of operations for our Timberlands segment are primarily attributable to the addition of approximately 6.3 million acres of Plum Creek timberlands, which produced over 18 million tons of harvest volumes in 2015. The merger results in expansion of our Southern timberlands from 4.0 million acres to 7.4 million acres – an 85 percent increase – and our Western timberlands from 2.6 million acres to 3.0 million acres – a 15 percent increase. The merger also added 2.5 million acres across West Virginia, Maine, New Hampshire, Vermont, Michigan, Wisconsin and Montana, which we refer to as our Northern timberlands. Increases to our sales volumes are primarily attributable to the significant increases in the size of our timberlands holdings by region, particularly in the South and North regions.

The composition of our sales volume by region was also altered by the merger, as the South and North regions, which have lower average sales realizations compared to the West, now comprise a greater portion of our overall sales. Additionally, within the South the acquired timberlands alter the overall sales mix, as lower realization pulpwood sales have increased and higher realization grade logs have decreased as a percentage of total sales, resulting in lower average sales realizations overall for the region.

As a result of of applying acquisition accounting to Timber and timberlands assets acquired as described in Note 4: Merger with Plum Creek , depletion rates have increased significantly in 2016 compared to 2015. When combined with increased sales volumes, these higher depletion rates drive the significant increases in our costs of products sold in 2016 compared to 2015 for the periods presented.

How We Did Third Quarter and Year-to-Date 2016



	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2016		SEPTEMBER 2015		2016 VS. 2015			SEPTEMBER 2016		SEPTEMBER 2015		2016 VS. 2015
Net sales to unaffiliated customers:
Delivered logs ⁽¹⁾ :
West	$	217	$	196	$	21		$	664	$	627	$	37
South	160		64		96			415		180		235
North	29		—		29			61		—		61
Other	11		6		5			25		17		8
Subtotal delivered logs sales	417		266		151			1,165		824		341
Stumpage and pay-as-cut timber	24		13		11			62		27		35
Products from international operations ⁽²⁾	21		20		1			58		69		(11		)
Recreational and other lease revenue	15		7		8			29		18		11
Other	7		4		3			28		23		5
Subtotal net sales to unaffiliated customers	484		310		174			1,342		961		381
Intersegment sales:
United States	149		138		11			446		426		20
Other	67		72		(5		)	185		199		(14		)
Subtotal intersegment sales	216		210		6			631		625		6
Total sales	$	700	$	520	$	180		$	1,973	$	1,586	$	387
Costs of products sold	$	559	$	398	$	161		$	1,527	$	1,176	$	351
Operating income and Net contribution to earnings	$	122	$	107	$	15		$	376	$	363	$	13

(1)

The Western region includes Washington and Oregon. The Southern region includes Virginia, North Carolina, South Carolina, Florida, Georgia, Alabama, Mississippi, Louisiana, Arkansas, Texas and Oklahoma. The Northern region includes West Virginia, Maine, New Hampshire, Vermont, Michigan, Wisconsin and Montana. Other includes our Canadian operations and the timberlands of the Twin Creeks Venture that we manage.


(2)	Includes logs, plywood and hardwood lumber harvested or produced by our international operations in Uruguay.

Comparing Third Quarter 2016 with Third Quarter 2015

Net sales – unaffiliated customers

Net sales to unaffiliated customers increased $174 million – 56 percent – primarily due to:


•	a $96 million increase in Southern log sales as a result of a 166 percent increase in delivered logs sales volumes primarily attributable to acquired Plum Creek operations, partially offset by a 6 percent decrease in average sales realizations for delivered logs;


•	a $29 million increase in Northern log sales attributable to the operations added in our merger with Plum Creek; and


•	a $21 million increase in Western log sales as result of an 11 percent increase in delivered logs sales volumes primarily attributable to acquired Plum Creek operations and to more favorable fire season harvest conditions compared to third quarter 2015.

Intersegment sales

Intersegment sales increased $6 million – 3 percent – primarily due to increased intersegment sales in the United States – $11 million . This is attributable to higher intersegment log sales volumes attributable to the Montana operations acquired from Plum Creek, as well as an increase in average sales realizations. The increase in the United States was partially offset by a decrease in Canada intersegment sales – $5 million – primarily attributable to lower log sales volumes.

Costs of products sold

Costs of products sold increased $161 million – 40 percent – due to a 90 percent increase in sales volumes attributable to the operations acquired in our merger with Plum Creek 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. Silviculture costs also increased as a result of the increased timberlands acreage.

Operating income and Net contribution to earnings

Operating income and Net contribution to earnings increased $15 million – 14 percent – primarily attributable to the changes in net sales and costs of products sold as explained above. The increase in gross margin was partially offset by higher selling, general, and administrative expenses due to our integration with Plum Creek.

Comparing Year-to-Date 2016 with Year-to-Date 2015

Net sales – unaffiliated customers

Net sales to unaffiliated customers increased $381 million – 40 percent – primarily due to:


•	a $235 million increase in Southern log sales as a result of a 141 percent increase in delivered logs sales volumes primarily attributable to adding acquired Plum Creek operations, partially offset by a 4 percent decrease in average sales realizations of delivered logs due to mix of sawlogs and pulp logs;


•	a $61 million increase in Northern log sales, which were acquired upon our merger with Plum Creek; and


•	a $37 million increase in Western log sales as a result of an 8 percent increase in delivered logs sales volumes primarily attributable to adding acquired Plum Creek operations, partially offset by a 2 percent decrease in average sales realizations for delivered logs.

Intersegment sales

Intersegment sales increased $6 million – 1 percent – primarily due to increased intersegment sales in the United States – $20 million . This is attributable to higher intersegment log sales volumes attributable to the Montana operations acquired from Plum Creek, as well as an increase in average sales realizations. The increase in the United States was partially offset by a decrease in Canada intersegment sales – $14 million . This decrease is

attributable to lower log sales volumes and average log sales realizations, partially offset by higher chip sales volumes.

Costs of products sold

Costs of products sold increased $351 million – 30 percent – primarily due to a 69 percent increase in sales volumes attributable to the operations acquired in our merger with Plum Creek 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.

Operating income and Net contribution to earnings

Operating income and Net contribution to earnings increased $13 million – 4 percent – primarily attributable to the changes in net sales and costs of products sold as explained above.

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 2016	SEPTEMBER 2015	2016 VS. 2015		SEPTEMBER 2016	SEPTEMBER 2015	2016 VS. 2015
Third party log sales – tons:
West	2,209	1,992	217		6,705	6,207	498
South	4,538	1,707	2,831		11,659	4,844	6,815
North	503	—	503		1,005	—	1,005
Uruguay	117	194	(77	)	352	556	(204	)
Other	263	127	136		601	384	217
Total	7,630	4,020	3,610		20,322	11,991	8,331
Fee harvest volumes – tons:
West	2,744	2,548	196		8,525	7,967	558
South	6,992	3,648	3,344		19,083	10,548	8,535
North	678	—	678		1,392	—	1,392
Uruguay	242	220	22		789	725	64
Other	191	—	191		372	—	372
Total	10,847	6,416	4,431		30,161	19,240	10,921

(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 the timberlands of the Twin Creeks Venture that we manage.


(2)	Beginning in the first quarter of 2016, we report log sales and fee harvest volumes in tons. Prior period volumes have been converted from cubic meters to tons using annualized 2015 conversion factors as follows:

West: 1.056 m ³ = 1 ton

South: 0.818 m ³ = 1 ton

Canada: 1.244 m ³ = 1 ton

Uruguay: 0.907 m ³ = 1 ton

REAL ESTATE, ENERGY & NATURAL RESOURCES

How We Did Third Quarter and Year-to-Date 2016



	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2016		SEPTEMBER 2015		2016 VS. 2015			SEPTEMBER 2016		SEPTEMBER 2015		2016 VS. 2015
Net sales:
Real estate	$	31	$	15	$	16		87		50		37
Energy and natural resources	17		7		10			38		19		19
Total	$	48	$	22	$	26		$	125	$	69	$	56
Costs of products sold	$	26	$	3	$	23		$	65	$	15	$	50
Operating income	$	14	$	19	$	(5	)	$	41	$	52	$	(11	)
Equity earnings from joint venture	1		—		1			1		—		1
Net contribution to earnings	$	15	$	19	$	(4	)	$	42	$	52	$	(10	)

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 (especially for conservation sales). In any period the average sales price per acre will vary based on the location and physical characteristics of parcels sold.

Land added as a result of our merger with Plum Creek generally carries a higher per acre cost basis compared to our other acreage as a result of measuring acquired land at fair value in acquisition accounting. As a result, our costs of products sold will vary period-to-period based on the sales mix of acquired Plum Creek acres versus acres owned by Weyerhaeuser prior to the merger.

Comparing Third Quarter 2016 with Third Quarter 2015

Net sales

Net sales increased $26 million attributable to:


•	Net real estate sales increased $16 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 $10 million , due primarily to increased sales volumes attributable to the operations acquired in our merger with Plum Creek.

Costs of products sold

Costs of products sold increased $23 million primarily due to increased real estate and ENR sales volumes, as explained above.

Net contribution to earnings

Net contribution to earnings for the quarter decreased $4 million – 21 percent – as a result of increased general and administrative expenses. The increase in general and administrative expenses is the result of allocating corporate overhead to the business segment in third quarter 2016, whereas in third quarter 2015 it did not receive a separate corporate allocation.

Comparing Year-to-Date 2016 with Year-to-Date 2015

Net sales

Net sales increased $56 million – 81 percent – attributable to:


•	Net real estate sales increased $37 million – 74 percent – attributable to increases in volume of timberlands acres sold and an increase in average price realized per acre.


•	Net energy and natural resources sales increased $19 million , due primarily to increased sales volumes attributable to the operations acquired in our merger with Plum Creek.

Costs of products sold

Costs of products sold increased $50 million , primarily due to increased real estate and ENR sales volumes, as explained above.

Net contribution to earnings

Net contribution to earnings decreased $10 million – 19 percent – primarily attributable to increased general and administrative expenses. The increase in general and administrative expenses is the result of allocating corporate overhead to the business segment in 2016, whereas in 2015 it did not receive a separate corporate allocation.

REAL ESTATE SALES STATISTICS



	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
	SEPTEMBER 2016		SEPTEMBER 2015		2016 VS. 2015			SEPTEMBER 2016		SEPTEMBER 2015		2016 VS. 2015
Acres sold	12,853		5,030		7,823			38,098		20,625		17,473
Average price per acre	$	2,354	$	2,635	$	(281	)	$	2,271	$	2,175	$	96

WOOD PRODUCTS

How We Did Third Quarter and Year-to-Date 2016



	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2016		SEPTEMBER 2015		2016 VS. 2015			SEPTEMBER 2016		SEPTEMBER 2015		2016 VS. 2015
Net sales:
Structural lumber	$	495	$	455	$	40		$	1,412	$	1,339	$	73
Engineered solid section	119		116		3			343		323		20
Engineered I-joists	79		79		—			218		216		2
Oriented strand board	199		151		48			544		435		109
Softwood plywood	48		33		15			133		102		31
Medium density fiberboard	51		—		51			112		—		112
Other products produced	49		49		—			143		145		(2		)
Complementary building products	137		140		(3		)	397		390		7
Total	$	1,177	$	1,023	$	154		$	3,302	$	2,950	$	352
Costs of products sold	$	980	$	914	$	66		$	2,799	$	2,646	$	153
Operating income and Net contribution to earnings	$	170	$	85	$	85		$	413	$	218	$	195

Upon our merger with Plum Creek, we acquired five manufacturing facilities in Montana. The sales and net contribution to earnings of these facilities beginning on the merger date of February 19, 2016, are included in the

results of our Wood Products segment. The results of the two acquired plywood facilities are reported in softwood plywood and the two acquired lumber facilities are reported in structural lumber.

The Medium Density Fiberboard (MDF) facility supplies high-quality MDF to a wide range of customers throughout North America. Some of the more common uses for our MDF include furniture and cabinet components, architectural moldings, doors, store fixtures, core material for hardwood plywood, face material for softwood plywood, commercial wall paneling and substrate for laminate flooring.

We permanently closed two of the five acquired Plum Creek mills, the lumber facility and softwood plywood facility in Columbia Falls, Montana, during the third quarter of 2016. The closure of these facilities will allow us to align the available log supply with our manufacturing capacity, including adding shifts at our Kalispell, Montana facilities, to position our Montana operations for long-term success.

Comparing Third Quarter 2016 with Third Quarter 2015

Net sales

Net sales increased $154 million – 15 percent, primarily due to:


•	a $51 million increase in medium density fiberboard sales generated from operations acquired in our merger with Plum Creek;


•	a $48 million increase in oriented strand board sales, attributable to a 32 percent increase in average sales realizations;


•	a $40 million increase in lumber sales, attributable to a 8 percent increase in average realizations; and


•	a $15 million increase in plywood sales, attributable to a 15 percent increase in average sales realizations and a 27 percent increase in shipment volumes, with the volume increase due in part to acquired Plum Creek operations.

Costs of products sold

Costs of products sold increased $66 million – 7 percent – primarily due to increased sales volume in most product lines, mostly attributable to volumes produced and sold by operations acquired from our merger with Plum Creek. This increase is partially offset by lower resin and manufacturing costs per unit.

Operating income and Net contribution to earnings

Operating income and Net contribution to earnings increased $85 million – 100 percent – primarily attributable to the changes in net sales and costs of products sold as explained above.

Comparing Year-to-Date 2016 with Year-to-Date 2015

Net sales

Net sales increased $352 million – 12 percent, primarily attributable to:


•	a $112 million increase in medium density fiberboard sales generated from operations acquired in our merger with Plum Creek;


•	a $109 million increase in oriented strand board sales, attributable to a 22 percent increase in average sales realizations and a 2 percent increase in shipment volumes;


•	a $73 million increase in lumber sales, attributable to a 5 percent increase in shipment volumes;


•	a $31 million increase in plywood sales, attributable to a 27 percent increase in shipment volumes and 6 percent increase in average sales realizations; and


•	a $20 million increase in engineered solid section, attributable to a 11 percent increase in shipment volumes, partially offset by a 4 percent decrease in average sales realizations.

Costs of products sold

Costs of products sold increased $153 million – 6 percent, primarily due to increased sales volume in most product lines, mostly attributable to volumes produced and sold by operations acquired from our merger with Plum Creek. This increase was partially offset by lower log, resin, and manufacturing costs per unit.

Operating income and Net contribution to earnings

Operating income and Net contribution to earnings increased $195 million – 89 percent, primarily attributable to the changes in net sales and costs of products sold as explained above.

THIRD-PARTY SALES VOLUMES



	QUARTER ENDED		AMOUNT OF CHANGE		YEAR-TO-DATE ENDED		AMOUNT OF CHANGE
VOLUMES IN MILLIONS ⁽¹⁾	SEPTEMBER 2016	SEPTEMBER 2015	2016 VS. 2015		SEPTEMBER 2016	SEPTEMBER 2015	2016 VS. 2015
Structural lumber – board feet	1,233	1,224	9		3,634	3,474	160
Engineered solid section – cubic feet	6.2	5.6	0.6		17.7	16.0	1.7
Engineered I-joists – lineal feet	53	52	1		147	143	4
Oriented strand board – square feet (3/8”)	776	778	(2	)	2,296	2,249	47
Softwood plywood – square feet (3/8”)	127	100	27		368	290	78


(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 2016	SEPTEMBER 2015	2016 VS. 2015		SEPTEMBER 2016	SEPTEMBER 2015	2016 VS. 2015
Structural lumber – board feet:
Production	1,130	1,087	43		3,464	3,217	247
Outside purchase	65	92	(27	)	193	279	(86	)
Total	1,195	1,179	16		3,657	3,496	161
Engineered solid section – cubic feet:
Production	5.7	5.2	0.5		17.2	15.8	1.4
Outside purchase	—	—	—		—	—	—
Total	5.7	5.2	0.5		17.2	15.8	1.4
Engineered I-joists – lineal feet:
Production	49	50	(1	)	141	141	—
Outside purchase	3	2	1		7	4	3
Total	52	52	—		148	145	3
Oriented strand board – square feet (3/8”):
Production	777	746	31		2,259	2,150	109
Outside purchase	102	77	25		261	223	38
Total	879	823	56		2,520	2,373	147
Softwood plywood – square feet (3/8”):
Production	105	67	38		304	191	113
Outside purchase	22	27	(5	)	66	91	(25	)
Total	127	94	33		370	282	88

UNALLOCATED ITEMS

Unallocated items are gains or charges from continuing operations not related to or allocated to an individual operating segment. They include a portion of items such as: share-based compensation, pension and postretirement costs, foreign exchange transaction gains and losses associated with financing, equity earnings from our Timberland Venture, the elimination of intersegment profit in inventory and the LIFO reserve. As a result of reclassifying our former Cellulose Fibers segment as discontinued operations, Unallocated items also includes retained indirect corporate overhead costs previously allocated to the former segment.

NET CONTRIBUTION TO EARNINGS – UNALLOCATED ITEMS



	QUARTER ENDED						AMOUNT OF CHANGE			YEAR-TO-DATE ENDED						AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2016			SEPTEMBER 2015			2016 VS. 2015			SEPTEMBER 2016			SEPTEMBER 2015			2016 VS. 2015
Unallocated corporate function expense	$	(21	)	$	(14	)	$	(7	)	$	(62	)	$	(48	)	$	(14	)
Unallocated share-based compensation	(4		)	6			(10		)	(5		)	10			(15		)
Unallocated pension and postretirement credits	11			2			9			33			8			25
Foreign exchange gain (loss)	(1		)	(20		)	19			13			(40		)	53
Elimination of intersegment profit in inventory and LIFO	2			3			(1		)	(6		)	7			(13		)
Gain on sale of non-strategic asset	1			—			1			45			2			43
Charges for integration and restructuring, closures and asset impairments:
Plum Creek merger- and integration-related costs	(14		)	—			(14		)	(132		)	—			(132		)
Other restructuring, closures, and asset impairments	(1		)	(1		)	—			(2		)	(15		)	13
Other	(5		)	(21		)	16			(29		)	(41		)	12
Operating income (loss)	(32		)	(45		)	13			(145		)	(117		)	(28		)
Equity earnings from joint venture	8			—			8			20			—			20
Interest income and other	15			9			6			34			27			7
Net contribution to earnings	$	(9	)	$	(36	)	$	27		$	(91	)	$	(90	)	$	(1	)

Comparing Third Quarter 2016 with Third Quarter 2015

Changes in Unallocated Items were primarily related to:


•	charges recognized in third quarter 2016 related to our merger with Plum Creek (refer to Note 15: Charges for Integration and Restructuring, Closures and Asset Impairments ) – $14 million ;


•	a decrease in noncash foreign exchange losses on debt held by our Canadian entity – $19 million ; and


•	equity earnings from our investment in the Timberland Venture – $8 million – which was acquired in our merger with Plum Creek.

Comparing Year-to-Date 2016 with Year-to-Date 2015

Changes in Unallocated Items were primarily related to:


•	charges recognized year-to-date 2016 related to our merger with Plum Creek (refer to Note 15: Charges for Integration and Restructuring, Closures and Asset Impairments ) – $132 million ;


•	a pretax 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;


•	noncash foreign exchange on debt held by our Canadian entity changed from a loss year-to-date 2015 to a gain year-to-date 2016 – $53 million ;


•	equity earnings from our investment in the Timberland Venture – $20 million – which was acquired in our merger with Plum Creek; and


•	a noncash impairment charge recognized in first quarter 2015 related to a nonstrategic asset that was sold in second quarter 2015 – $13 million .

INTEREST EXPENSE

Our interest expense, net of capitalized interest incurred was:


•	$114 million for the third quarter 2016 and $323 million for the year-to-date 2016


•	$87 million for the third quarter 2015 and $254 million for the year-to-date 2015

Interest expense increased $27 million compared to third quarter 2015 and $69 million compared to year-to-date 2015 primarily due to interest incurred on the long-term debt assumed in the Plum Creek merger and the term loans we entered into in first quarter 2016. See additional details in Note 10: Long-Term Debt and Lines of Credit .

INCOME TAXES

Our provision for income taxes for our continuing operations was:


•	$22 million for the third quarter 2016 and $64 million year-to-date 2016 and


•	$(44) million for the third quarter 2015 and $(36) million year-to-date 2015 .

The increase to our provision for income taxes, both in the third quarter and year-to-date 2016, is attributable to:


•	increased earnings for our TRS due primarily to the improved performance of our Wood Products segment and


•	exhaustion of our remaining federal tax credit and net operating loss carryforwards during 2016.

Refer to Note 17: 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


•	have access at all times to all major financial markets.

CASH FROM OPERATIONS

Consolidated net cash provided by our operations was:


•	$886 million for year-to-date 2016 and


•	$736 million for year-to-date 2015 .

Comparing Year-to-Date 2016 with Year-to-Date 2015

Net cash provided by our operations increased $150 million , primarily due to:


•	increased cash flows from our business segments of $370 million ; and


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

These increases were partially offset by:


•	decreased operating cash flows from discontinued operations of $56 million ;


•	an increase in cash paid for interest of $77 million corresponding with our increased average indebtedness; and


•	cash payments made in 2016 related to the Plum Creek merger of $85 million . Cash payments for merger-related costs were comprised of:


◦	investment banking and other professional services fees – $6 million ;


◦	termination benefits – $33 million ;


◦	settlement of Value Management Awards – $5 million ;


◦	pension and postretirement benefits – $37 million ; and


◦	other merger-related costs – $4 million .

See Performance Measures for our Adjusted EBITDA by segment.

CASH FROM INVESTING ACTIVITIES

Consolidated net cash provided by (used in) investing activities was:


•	$591 million for year-to-date 2016 and


•	$(324) million for year-to-date 2015 .

Comparing Year-to-Date 2016 with Year-to-Date 2015

Net cash from investing activities increased $915 million , primarily due to:


•	$440 million of proceeds from our contribution of timberlands to the Twin Creeks joint venture in second quarter 2016;


•	$287 million of proceeds from the sale of our liquid packaging board business in third quarter 2016;


•	$92 million of proceeds from the sale of nonstrategic assets, including our former corporate headquarters property; and


•	$34 million of cash distributions constituting a return of our investment in our various joint ventures.

Summary of Capital Spending by Business Segment



	YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2016		SEPTEMBER 2015
Timberlands	$	77	$	58
Real Estate & ENR	1		—
Wood Products	152		165
Unallocated Items	10		1
Discontinued operations	63		85
Total	$	303	$	309

We anticipate that our net capital expenditures for 2016 – excluding acquisitions – will be approximately $540 million .

Our agreement to sell our pulp manufacturing business to International Paper (see Note 3: Discontinued Operations ) provides for reimbursement of certain expenditures we incur to complete ongoing capital projects at our Port Wentworth pulp mill. According to the terms of the agreement, we anticipate that we will be reimbursed for approximately $30 million of our anticipated 2016 net capital expenditures following the close of the sale to International Paper, which is expected to occur in the fourth quarter of 2016.

CASH FROM FINANCING ACTIVITIES

Consolidated net cash used in financing activities was:


•	$1,710 million for year-to-date 2016 and


•	$944 million for year-to-date 2015 .

Comparing Year-to-Date 2016 with Year-to-Date 2015

Net cash used in financing activities increased $766 million primarily due to the following:


•	repayment of Plum Creek's line of credit and term loan outstanding at the merger date – $720 million ,


•	increase in cash paid to repurchase common shares – $1.5 billion , and


•	increase in cash dividends paid – $240 million .

These outflows were offset by $1.7 billion of proceeds from issuance of new term loan credit facilities subsequent to the merger date.

Revolving Credit Facility

Weyerhaeuser Company has a $1 billion senior unsecured revolving credit facility that matures in September 2018. There were no borrowings under our credit facility in year-to-date 2016 or 2015 , and as of September 30, 2016 , the entire $1 billion remained available for borrowing.

Assumed Debt and Debt Repayments

In connection with the merger with Plum Creek, Weyerhaeuser Company either assumed or repaid Plum Creek's outstanding long-term debt instruments. The long-term debt instruments assumed consisted of:


•	two issuances of publicly traded Senior Notes,


•	an Installment Note and


•	the Note Payable to Timberland Venture.

For additional information on long-term debt instruments assumed, see Notes to Consolidated Financial Statements - Note 10: Long-Term Debt and Lines of Credit .

Concurrent with the merger, Weyerhaeuser repaid in full the outstanding balances of Plum Creek's Revolving Line of Credit and Term Loan using $720 million of cash on hand. There were no payments of debt in 2015.

In the next 12 months $1,981 million of long-term debt is scheduled to mature, including the Term Loan Credit Facilities discussed below.

Term Loan Credit Facilities

In February 2016, Weyerhaeuser Company entered into a $600 million 18-month senior unsecured term loan maturing in August 2017. As of September 30, 2016 , we had $600 million outstanding under this facility.

In March 2016, Weyerhaeuser Company entered into a $1.9 billion 18-month senior unsecured term loan maturing in September 2017. As of September 30, 2016 , we had $1.1 billion outstanding under this facility.

Debt Covenants

As of September 30, 2016 , Weyerhaeuser Company was in compliance with all debt covenants. There have been no significant changes during third quarter 2016 to the debt covenants presented in our 2015 Annual Report on Form 10-K for our existing long-term debt instruments. The debt covenants for the Senior Notes assumed through our merger with Plum Creek and the debt covenants for the new term loans issued in February 2016 and March 2016 do not differ materially from our debt covenants presented in our 2015 Annual Report on Form 10-K.

On April 28, 2016, the Installment Note Payable was amended to align the agreement's debt covenants with our term loans' covenants.

When calculating compliance in accordance with financial debt covenants, we exclude the impact of our pension and other post-retirement plans recorded within cumulative other comprehensive income from adjusted shareholders' interest (equity). The excluded amounts are $1,358 million and $1,425 million and are equal to the cumulative actuarial losses and prior service costs for our pension and post-retirement plans at September 30, 2016 and December 31, 2015 , respectively (see Notes to Consolidated Financial Statements - Note 13: Cumulative Other Comprehensive Income (Loss) ).

Option Exercises

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


•	$48 million in year-to-date 2016 and


•	$29 million in year-to-date 2015 .

Our average stock price was $29.74 and $32.18 in year-to-date 2016 and 2015 , respectively.

Paying Dividends and Repurchasing Stock

We paid cash dividends on common shares of:


•	$700 million in year-to-date 2016 and


•	$460 million in year-to-date 2015 .

The increase in dividends paid is due in part to an increase in our quarterly dividend from $0.29 to $0.31 per share in the third quarter of 2015 and in part to an increase in total shares outstanding.

We repurchased 9,775,873 shares of common stock for $306 million (including transaction fees) during third quarter 2016 and 67,816,810 shares for $2.0 billion (including transaction fees) during year-to-date 2016 under the 2016 Share Repurchase Authorization. The 2016 Share Repurchase Authorization was approved in November 2015 by our Board of Directors and authorized management to repurchase up to $2.5 billion of outstanding shares subsequent to the closing of our merger with Plum Creek. This new authorization replaced the August 2015 share repurchase authorization. Transaction fees incurred for repurchases are not counted as use of funds authorized for repurchases under the 2016 Share Repurchase Authorization. All common stock purchases under the stock repurchase program were made in open-market transactions. As of September 30, 2016 , we had remaining authorization of $500 million for future stock repurchases.

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. Due to recent organizational changes and our February 19, 2016 merger with Plum Creek, effective for 2016, we have revised our definition of Adjusted EBITDA to add back the basis of real estate sold. We have revised our prior-period presentation to conform to our current reporting.

Adjusted EBITDA, as we define it, is operating income from continuing operations adjusted for depreciation, depletion, amortization, basis of real estate sold, pension and postretirement costs not allocated to business segments (primarily interest cost, expected return on plan assets, amortization of actuarial loss and amortization of prior service cost/credit), and special items. Adjusted EBITDA excludes results from joint ventures.

ADJUSTED EBITDA BY SEGMENT



	QUARTER ENDED						AMOUNT OF CHANGE		YEAR-TO-DATE ENDED						AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2016			SEPTEMBER 2015			2016 VS. 2015		SEPTEMBER 2016			SEPTEMBER 2015			2016 VS. 2015
Adjusted EBITDA by Segment:
Timberlands	$	223		$	158		$	65	$	642		$	518		$	124
Real Estate & ENR	37			21			16		99			65			34
Wood Products	203			111			92		509			297			212
	463			290			173		1,250			880			370
Unallocated Items	(29		)	(45		)	16		(67		)	(103		)	36
Total	$	434		$	245		$	189	$	1,183		$	777		$	406

We reconcile Adjusted EBITDA to net earnings for the consolidated company and to operating income for the business segments, as those are the most directly comparable U.S. GAAP measures for each. The table below reconciles Adjusted EBITDA for the quarter ended September 30, 2016 :



DOLLAR AMOUNTS IN MILLIONS	Timberlands		Real Estate & ENR			Wood Products		Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings											$	227
Earnings from discontinued operations, net of income taxes											(65		)
Interest expense, net of capitalized interest											114
Income taxes											22
Net contribution to earnings	$	122	$	15		$	170	$	(9	)	$	298
Equity earnings from joint ventures	—		(1		)	—		(8		)	(9		)
Interest income and other	—		—			—		(15		)	(15		)
Operating income	122		14			170		(32		)	274
Depreciation, depletion and amortization	101		4			33		—			138
Basis of real estate sold	—		19			—		—			19
Non-operating pension and postretirement credits	—		—			—		(11		)	(11		)
Special items ⁽¹⁾	—		—			—		14			14
Adjusted EBITDA	$	223	$	37		$	203	$	(29	)	$	434


(1)	Special items include: $14 million of Plum Creek merger-related costs.

The table below reconciles Adjusted EBITDA for the quarter ended September 30, 2015 :



DOLLAR AMOUNTS IN MILLIONS	Timberlands		Real Estate & ENR		Wood Products		Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings										$	191
Earnings from discontinued operations, net of income taxes										(59		)
Interest expense, net of capitalized interest										87
Income taxes										(44		)
Net contribution to earnings	$	107	$	19	$	85	$	(36	)	$	175
Equity earnings from joint ventures	—		—		—		—			—
Interest income and other	—		—		—		(9		)	(9		)
Operating income	107		19		85		(45		)	166
Depreciation, depletion and amortization	51		—		26		2			79
Basis of real estate sold	—		2		—		—			2
Non-operating pension and postretirement credits	—		—		—		(2		)	(2		)
Adjusted EBITDA	$	158	$	21	$	111	$	(45	)	$	245

The table below reconciles Adjusted EBITDA for the year-to-date period ended September 30, 2016 :



DOLLAR AMOUNTS IN MILLIONS	Timberlands		Real Estate & ENR			Wood Products		Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings											$	476
Earnings from discontinued operations, net of income taxes											(123		)
Interest expense, net of capitalized interest											323
Income taxes											64
Net contribution to earnings	$	376	$	42		$	413	$	(91	)	$	740
Equity earnings from joint ventures	—		(1		)	—		(20		)	(21		)
Interest income and other	—		—			—		(34		)	(34		)
Operating income (loss)	376		41			413		(145		)	685
Depreciation, depletion and amortization	266		9			96		4			375
Basis of real estate sold	—		49			—		—			49
Non-operating pension and postretirement credits	—		—			—		(33		)	(33		)
Special items ⁽¹⁾	—		—			—		107			107
Adjusted EBITDA	$	642	$	99		$	509	$	(67	)	$	1,183


(1)	Special items include: $132 million of Plum Creek merger-related costs, $36 million gain on sale of non-strategic assets, and $11 million of legal expense.

The table below reconciles Adjusted EBITDA for the year-to-date period ended September 30, 2015 :



DOLLAR AMOUNTS IN MILLIONS	Timberlands		Real Estate & ENR		Wood Products		Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings										$	436
Earnings from discontinued operations, net of income taxes										(111		)
Interest expense, net of capitalized interest										254
Income taxes										(36		)
Net contribution to earnings	$	363	$	52	$	218	$	(90	)	$	543
Equity earnings from joint ventures	—		—		—		—			—
Interest income and other	—		—		—		(27		)	(27		)
Operating income (loss)	363		52		218		(117		)	516
Depreciation, depletion and amortization	155		—		79		9			243
Basis of real estate sold	—		13		—		—			13
Non-operating pension and postretirement credits	—		—		—		(8		)	(8		)
Special items ⁽¹⁾	—		—		—		13			13
Adjusted EBITDA	$	518	$	65	$	297	$	(103	)	$	777

(1) Special items include: a $13 million noncash impairment charge related to a nonstrategic asset.

CRITICAL ACCOUNTING POLICIES

Our critical accounting policies are discussed in our 2015 Annual Report on Form 10-K. As a result of the impact to our financial statements from our merger with Plum Creek, we now consider the following accounting policies to be critical accounting policies. The following are information updates, and should be read in conjunction with, the critical accounting policies disclosed in our 2015 Annual Report on Form 10-K.

Timber Depletion

We record depletion – the costs attributed to timber harvested – as trees are harvested.

To calculate our depletion rate, which is updated annually, we:


•	take the total carrying cost of the timber and


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

Estimating the volume of timber available for harvest over the harvest cycle requires the consideration of the following factors:


•	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.

In addition, the duration of the harvest cycle varies by geographic region and species of timber.

Depletion rate calculations do not include estimates for:


•	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.

A 5 percent decrease in our estimate of future harvest volumes would have:


•	increased depletion expense by $4 million for third quarter 2016 and $10 million for year-to-date 2016 ; and


•	increased depletion expense by $1 million for third quarter 2015 and $5 million for year-to-date 2015 .

Business Combinations

We recognize identifiable assets acquired and liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions for the purchase price allocation process to value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to any goodwill previously recorded (or to earnings in the event that no goodwill was previously recorded) to the extent that we identify adjustments to the preliminary purchase price allocation. Beginning January 1, 2016, we have adopted ASU 2015-16, which eliminates the requirement to retrospectively apply measurement period adjustments to the preliminary purchase price allocation and revise comparative information on the income statement and balance sheet for any prior periods affected. We will recognize measurement period adjustments and any resulting effect on earnings during the period in which the adjustment is identified. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our condensed consolidated statements of operations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

LONG-TERM INDEBTEDNESS OBLIGATIONS

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


•	all future cash obligations arising from our long-term indebtedness;


•	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, 2016



DOLLAR AMOUNTS IN MILLIONS
	2016			2017			2018			2019			2020			THEREAFTER			TOTAL			FAIR VALUE
Fixed-rate debt	$	—		$	281		$	62		$	500		$	—		$	5,169		$	6,012		$	7,204
Average interest rate	—		%	6.95		%	7.00		%	7.38		%	—		%	6.16		%	6.30		%	N/A
Variable-rate debt	$	—		$	1,700		$	—		$	—		$	550		$	—		$	2,250		$	2,250
Average interest rate	—		%	1.53		%	—		%	—		%	2.15		%	—		%	1.68		%	N/A

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, 2016 , based on an evaluation of the company’s disclosure controls and procedures as of that date.

CHANGES IN INTERNAL CONTROLS

As a result of our February 2016 merger with Plum Creek, the company is implementing internal controls over significant processes specific to the acquisition that management believes are appropriate in consideration of related integration of operations, systems, control activities, and accounting for the merger and merger-related transactions. As of the date of this Quarterly Report on Form 10-Q, we are in the process of further integrating the acquired Plum Creek operations into our overall internal controls over financial reporting.

Except as described above, no changes occurred in the company’s internal control over financial reporting during third quarter 2016 that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

LEGAL PROCEEDINGS

Refer to “Notes to Consolidated Financial Statements – Note 12: Legal Proceedings, Commitments and Contingencies.”

RISK FACTORS

There have been no material changes with respect to the risk factors disclosed in our 2015 Annual Report on Form 10-K.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

INFORMATION ABOUT COMMON SHARE REPURCHASES DURING THIRD QUARTER 2016

ISSUER PURCHASES OF EQUITY SECURITIES



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 ANNOUCED 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	8,579,989	$	31.16	8,579,989	$	538,928,998
August 1 – August 31	1,195,884	32.55		1,195,884	500,000,011
September 1 – September 30	—	—		—	500,000,011
Total repurchases during third quarter	9,775,873	$	31.33	9,775,873	$	500,000,011

During third quarter 2016 , we repurchased 9,775,873 shares of common stock for $306 million (including transaction fees) under the 2016 Share Repurchase Authorization. We repurchased 67,816,810 shares of common stock for $2.0 billion (including transaction fees) during year-to-date 2016 under the 2016 Share Repurchase Authorization. The 2016 Share Repurchase Authorization was approved in November 2015 by our Board of Directors and authorized management to repurchase up to $2.5 billion of outstanding shares subsequent to the closing of our merger with Plum Creek. This new authorization replaced the August 2015 share repurchase authorization. Transaction fees incurred for repurchases are not counted as use of funds authorized for repurchases under the 2016 Share Repurchase Authorization. All common stock purchases under the stock repurchase program were made in open-market transactions. As of September 30, 2016 , we had remaining authorization of $500 million for future stock repurchases.

EXHIBITS



4.1	Supplemental Indenture No. 2 dated September 28, 2016, by and between Weyerhaeuser Company, as Successor Issuer, and U.S. Bank National Association, as Trustee, relating to the 4.70% Notes due 2021 and the 3.25% Notes due 2023 (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, File No. 1-4825, filed on September 30, 2016)

4.2	Supplemental Indenture No. 1 dated February 19, 2016 by and among Plum Creek Timberlands, L.P., as Issuer, Weyerhaeuser Company, as Successor Guarantor, and U.S. Bank National Association, as Trustee (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, File No. 1-4825, filed on February 19, 2016)

4.3	Indenture dated November 14, 2005, by and among Plum Creek Timberlands, L.P., as Issuer, Weyerhaeuser Company, as successor to Plum Creek Timber Company, Inc., as Guarantor, and U.S. Bank National Association, as Trustee (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K, File No. 1-4825, filed on February 19, 2016)

4.4	Officer’s Certificate dated November 15, 2010, executed by Plum Creek Timberlands, L.P., as Issuer, establishing the terms and form of the 4.70% Notes due 2021 (Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K, File No. 1-4825, filed on February 19, 2016)

4.5	Officer’s Certificate dated November 26, 2012, executed by Plum Creek Timberlands, L.P., as Issuer, establishing the terms and form of the 3.25% Notes due 2023 (Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K, File No. 1-4825, filed on February 19, 2016)

10.1	Redemption Agreement dated as of August 30, 2016 by and among Southern Diversified Timber, LLC, Weyerhaeuser NR Company, TCG Member, LLC, Plum Creek Timber Operations I, L.L.C., TCG/Southern Diversified Manager, LLC, Southern Diversified, LLC, Campbell Opportunity Fund VI, L.P., and Campbell Opportunity Fund VI-A, L.P.

12.1	Statements regarding computation of ratios

31.1	Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

32.1	Certification pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350)

100.INS	XBRL Instance Document

100.SCH	XBRL Taxonomy Extension Schema Document

100.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

100.DEF	XBRL Taxonomy Extension Definition Linkbase Document

100.LAB	XBRL Taxonomy Extension Label Linkbase Document

100.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

*Exhibits and schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The company will furnish a copy of any such omitted exhibits and schedules to the Securities and Exchange Commission upon request but may request confidential treatment for any exhibit or schedule so furnished.

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 28, 2016

	By:	/s/ Jeanne M. Hillman
		Jeanne M. Hillman
		Vice President and Chief Accounting Officer

EXHIBIT 10.1

REDEMPTION AGREEMENT

This REDEMPTION AGREEMENT (this “Agreement”) is made and entered into as of the 30 ^th day of August, 2016, by and among Southern Diversified Timber, LLC, a Delaware limited liability company (the “Company”), Plum Creek Timber Operations I, L.L.C., a Delaware limited liability company (“PC Member”), TCG Member, LLC, a Delaware limited liability company (“TCG Member”) and the other parties listed on the signature pages hereto. Capitalized terms used, but not defined, herein have the meaning specified in the Second Amended and Restated Limited Liability Company Agreement of Southern Diversified Timber, LLC, effective October 1, 2008, as amended from time to time (the “LLC Agreement”).

RECITALS

A. TCG Member and PC Member entered into a Contribution Agreement dated August 22, 2008, which contemplated the formation of the Company, the contribution by TCG Member of $783,000,000 to the Company in exchange for a membership interest therein, and the contribution by PC Member of 100% of the equity interests in Plum Creek Contribution Partner, LLC, a Delaware limited liability company (which owned and leased certain timberlands, real property and personal property), to the Company in exchange for an equity interest therein (the “Contribution Agreement”).

B. The Company was formed as a limited liability company on September 24, 2008, pursuant to the provisions of the Delaware Limited Liability Company Act (6. Del. Code Sec. 18-101 et seq.).

C. In accordance with the LLC Agreement, TCG Member made a capital contribution of $783,000,000 to the Company in exchange for a common interest therein (the “TCG Member Interest”), PC Member made an in-kind contribution of, and assigned, 100% of the equity interests in Plum Creek Contribution Partner, LLC, to the Company in exchange for a common interest and preferred interest therein, and Plum Creek Contribution Partner, LLC was merged with and into the Company with the Company being the surviving entity.

D. The LLC Agreement provides that at any time after the seventh anniversary of the date when property and capital were contributed to the Company by PC Member and TCG Member, but before June 30, 2016, TCG Member has the right to cause the TCG Member Interest to be redeemed by the Company in exchange for a distribution with a Fair Market Value equal to TCG Member’s Capital Account as adjusted to reflect the Fair Market Value of the Company’s assets at such time in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f) (the “TCG Member Capital Account Balance”).

E. The Company has formed Southern Diversified, LLC (formerly Southern Diversified Timber Temporary, LLC), a Delaware limited liability company, as a wholly-owned subsidiary (the “Subsidiary”) and commenced the assignment and contribution to the Subsidiary of the Company’s right, title and interest in the real property specified on Schedule A hereto (the “Properties”), the long term timber leases specified on Schedule B hereto (the “Leases”), the contracts, leases and permits specified on Schedule C hereto (the “Contracts”), the timber sale agreements

sf-3683812

specified on Schedule D hereto (the “Timber Sale Agreements”), and all personal property, intangible property and operating assets specified on Schedule E hereto the (collectively, “Operating Assets” and together with the Properties, the Leases, the Contracts, the Timber Sale Agreements and the Operating Assets, the “Subsidiary Property”).

F. On June 27, 2016, pursuant to the LLC Agreement, TCG Member issued a redemption notice to the Company and PC Member which provides that TCG elected to exercise its right to have the TCG Member Interest redeemed by the Company in accordance with the LLC Agreement. The Company and PC Member acknowledged such election and agreed to undertake the redemption of the TCG Member Interest in exchange for 100% of the equity interests in the Subsidiary (which shall own all of the Subsidiary Property at the Closing) plus cash in an amount equal to the difference between the Fair Market Value of the TCG Member Capital Account Balance and the Subsidiary Property.

G. Immediately prior to the Redemption (as defined below) Weyerhaeuser NR Company, a Washington corporation (the “WNR Member”) shall be admitted as a member of the Company with an interest of 1% of the Company’s common interests in exchange for the contribution by it of $9,600,000 to the Company.

NOW, THEREFORE, in consideration of the promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1. Redemption .

(a) Subject to the terms and conditions hereof (i) the TCG Member Interest shall be redeemed at the Closing (as defined below), (ii) the Company shall distribute, sell, assign, transfer and convey to TCG Member 100% of the equity interests in the Subsidiary (which shall own all of the Subsidiary Property at the Closing), and (iii) the Company shall pay an amount in cash to TCG Member equal to the difference between the Fair Market Value (as determined in accordance with Section 2(c) below) of the TCG Member Capital Account Balance and the Subsidiary Property at the Closing (clauses (i), (ii) and (iii), being referred to herein, collectively, as the “Redemption”).

(b) Immediately following Redemption, TCG Member shall become the sole member of, and have an undivided 100% interest in the Subsidiary, TCG Member shall no longer be a Member of the Company, and PC Member and the WNR Member shall continue as the Members of the Company (the “Remaining Members”).

(c) To the extent that the cash received by TCG Member at the Closing is less than the difference between the Fair Market Value of the TCG Member Capital Account Balance and the Fair Market Value of the Subsidiary Property at the Closing (with the Fair Market Value determined, in each case, in accordance with Section 2(c) below), the Company shall pay an amount of cash equal to such shortfall to TCG Member no later than 30 calendar days following the Closing.

2. Closing . The transaction contemplated by this Agreement, including the Redemption, shall occur at 5:00 p.m. (Pacific) on August 31, 2016 (the “Closing”) at the offices of the Company, One S.W. Columbia, Suite 1700, Portland, OR 97258, or at such other place as the TCG Member and the PC Member may mutually agree upon.

(a) On or prior to the Closing, the Company shall deposit the following with the Subsidiary (with copies to TCG Member as TCG Member may reasonably request) upon satisfaction of the conditions precedent described in Section 8 below:

(i) all deeds, assignments, and/or other conveyance instruments (or their local equivalent) as necessary or appropriate under applicable law (“Deeds”) to convey to the Subsidiary fee simple title or leasehold title of the Properties, in each case in recordable form and subject only to applicable Permitted Exceptions (as defined below);

(ii) duly executed counterparts of the assignment and assumption agreements under which the Company assigned to the Subsidiary and the Subsidiary assumed all of the Company’s right, title and interest in and to the Leases, Contracts, and Timber Sale Agreements;

(iii) a bill of sale and assignment, duly executed by the Company conveying to the Subsidiary, to the extent assignable, any and all of the Company’s interest in the Operating Assets;

(iv) Copies of notices issued to the tenants of the Properties, duly executed by the Company, informing the tenants of the transfer of the Company’s interest in the Properties to the Subsidiary and, if applicable, the Subsidiary’s future liability for their security deposits under applicable leases;

(v) A certificate, prepared in accordance with Section 1445 of the Internal Revenue Code of 1986, as amended (“Code”), and the regulations thereunder, duly executed by the Company, certifying its non-foreign status;

(vi) Each of the Deeds, Leases, Contracts, Timber Sale Agreements, in original form if available, or otherwise a copy thereof;

(vii) Each tenant file, ledger card, rent roll and material correspondence relating to tenants or vendors to the Properties;

(viii) All keys for any improvements and operating assets to the extent they are in the possession or control of the Company;

(ix) All such other documents duly executed by the Company and the Subsidiary as may be reasonably necessary or desirable to consummate the transaction contemplated herein, including any certifications, statements or affidavits reasonably required in connection with (y) the assignment of any title insurance policies to the Subsidiary, and (z) the determination of state, county and local transfer taxes applicable to the transaction, including an owner’s affidavit and gap indemnity in a form reasonably acceptable to the TCG Member; and

(x) All funds reasonably necessary to close the transaction contemplated by the terms and conditions of this Agreement and necessary to pay the closing costs and expenses related to the transaction contemplated hereunder (other than those costs and expenses that are required to be paid by the Company), including title insurance, escrow fees, recording fees and any applicable transfer taxes.

(b) On or prior to the Closing, TCG Member shall deposit with the Company at the Closing upon satisfaction of the conditions precedent described in Section 8, all documents duly executed by TCG Member as may be reasonably necessary or desirable to consummate the transaction contemplated herein, including any certifications, statements or affidavits reasonably required in connection with (y) the assignment of title insurance policies, and (z) the determination of state, county and local transfer taxes applicable to the transaction including a certificate, prepared in accordance with Section 1445 of the Code and the regulations thereunder duly executed by TCG Member, certifying its non-foreign status and the Designation of Tax Matters Partner for Southern Diversified Timber, LLC, the form of which is set forth on Exhibit A hereto.

(c) At least two business days prior to the Closing, the Company, PC Member and TCG Member shall confer with respect to the Fair Market Value of the TCG Member Capital Account, the Fair Market Value of the Subsidiary Property and other monies required to effectuate the Redemption and the Closing and execute a settlement statement based on the estimated August 31, 2016 balance sheet (the “Initial Settlement Statement”) to be mutually agreed upon prior to the Closing. The Initial Settlement Statement and the Final Settlement Statement (as defined below) shall provide line items reflecting the mutually agreed upon (subject to Section 13(b) below) Fair Market Value of the TCG Member Capital Account Balance and Subsidiary Property at the Closing; provided that the Fair Market Value of the promissory note (the “Note”) with Plum Creek Ventures I, LLC, as borrower, and the Properties shall be as set forth on Schedule F hereto. Notwithstanding any provision of this Agreement to the contrary, in the event that the parties are unable to reach mutual agreement on such items prior to the Closing, the TCG Member shall be entitled to redeem the TCG Member Interest at the scheduled Closing in exchange for the Subsidiary Property and invoke the appraisal process specified in Section 9.17 of the LLC Agreement in order to determine any additional amounts due pursuant to Section 1(c) above.

(d) All closing costs and expenses related to the transaction contemplated hereunder, including title insurance, escrow fees, recording fees and any applicable transfer taxes shall be accounted for as costs incurred by the Company and allocated among TCG Member and the Company as set forth in the Final Settlement Statement.

3. Title . Upon distribution of 100% of the equity in the Subsidiary to the TCG Member at the Closing, the Subsidiary shall own all right, title and interest in the Subsidiary Property (with applicable interests recorded in the official records of each applicable state and county) subject to mutually agreed upon exceptions to title specified in Schedule G (the “Permitted Exceptions”).

4. The Effect of the Redemption .

(a) The parties acknowledge that the value of the TCG Member Interest reflects TCG Member’s Capital Account as adjusted to reflect the Fair Market Value of the Company’s assets immediately prior to the Closing in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f).

(b) Distributions and payments made to TCG Member in accordance with Section 1 shall be treated for U.S. federal income tax purposes as payments in liquidation of the TCG Member Interest, within the meaning of section 736(b) of the Code, and TCG Member shall accordingly cease to be a “partner” in the Company for U.S. federal income tax purposes. In connection with such

liquidation, the Company shall apply the interim closing of the books method under Code section 706 and the Treasury Regulations issued thereunder using the calendar day convention.

(c) Except for the pro-rations allowed or payable to TCG Member as set forth in the Initial Settlement Statement and other amounts due to TCG Member under this Agreement, TCG Member shall assign and transfer to the Company, effective upon the Closing, all of TCG Member’s right, title and interest in the Company, and execute and deliver to the Company any additional documentation requested by the Company in order to confirm such redemption and the withdrawal of TCG Member as a Member in the Company.

(d) To the extent that any liabilities directly attributable to the operations of the Company since the date of the Company’s formation to the Closing were not previously allocated among PC Member and TCG Member and are not reflected in the Final Settlement Statement, such liabilities shall be allocated between the Company and the Subsidiary (and the successors of the Company and the Subsidiary, respectively) on the basis of the relative Capital Accounts of PC Member and TCG Member as calculated immediately prior to the initial Redemption payment (taking into account all Capital Account book-ups made in connection with the Redemption and assuming for this purpose that PC Member represents the interests of the Company and the TCG Member represents the interests of the Subsidiary); provided , however , that 100% of (x) any tax liabilities, costs or expenses (including attorney fees, costs and expenses) relating to or arising from IRS adjustments to the Form 1065 of the Company for the year ended December 31, 2008, as set forth in the Notice of Final Partnership Adjustment dated July 20, 2016, any adjustments arising therefrom in a subsequent period, and any litigation of any such matters (but not any other tax liabilities attributable to the operations of the Company or transactions of the Company during the period extending from the Effective Date specified under the LLC Agreement to the Closing), without regard to the timing of actual payments or settlement of such adjustments shall be allocated for this purpose solely to the Company, PC Member and their respective Affiliates (“FPA Adjustments”), and (y) any liabilities directly attributable to any gross negligence or willful misconduct of the TCG / Southern Diversified Manager, LLC (the “Former Manager”) shall be allocated for this purpose solely to the TCG Member.

(e) Immediately following the Closing:

(i) The Limited Liability Company Agreement for Southern Diversified, LLC shall be amended and restated to reflect that TCG Member is the sole member of the Subsidiary and has full power and authority to manage the Subsidiary’s business, property and affairs;

(ii) The Former Manager shall resign and withdraw from the Company as Manager and shall be replaced as the Company’s “tax matters partner” pursuant to the Designation of Tax Matters Partner for Southern Diversified Timber, LLC, the form of which is set forth in Exhibit A hereto;

(iii) A replacement Manager shall have been appointed to manage the Company or the LLC Agreement shall have been modified to provide that the Company shall be member managed;

(iv) a certificate of amendment to the Company’s certificate of formation shall be filed with the Delaware Secretary of State within 15 days following the Closing to change the name of the Company to “Weyerhaeuser SDT, LLC”;

(v) the Timber Harvest Agreement entered into between the Southern Diversified LogCo LLC and the Company dated October 1, 2008, as amended, shall terminate and have no further effect;

(vi) the Property Management Agreement entered into between Campbell Global, LLC (formerly The Campbell Group, LLC) and the Company shall terminate and have no further effect; and

(vii) the LLC Agreement shall be amended and restated as necessary to reflect the matters set forth herein.

5. Representations, Warranties and Covenants . The TCG Member represents and warrants to and covenants with the Company that as of the Closing:

(a) The TCG Member Interest is free and clear of all liens, security interests, encumbrances, charges, pledges, claims of others, commitments, agreements or equitable interests of any kind whatsoever, the TCG Member is the sole owner of the TCG Member Interest, and the TCG Member has complete and unrestricted right, power and authority to enter into this Agreement and redeem the TCG Member Interest, or any part thereof;

(b) This Agreement and the documents and instruments to be executed and/or delivered by the TCG Member pursuant hereto or in connection herewith have been duly authorized, executed and delivered by it; all consents and approvals required by it in connection herewith have been obtained; and it has all the necessary power and authority to perform its obligations under this Agreement;

(c) The execution, delivery and performance of this Agreement by it does not conflict with or constitute a breach of or a default under any agreement or instrument to which it is a party or to which it is bound;

(d) It is familiar with the business and operations of the Company, has made its own independent investigation and has obtained all information it considers necessary or appropriate in electing to redeem its TCG Member Interest; and

(e) All financial statements provided to the Members prior to Closing pursuant to Section 11.2 of the LLC Agreement met the requirements of the LLC Agreement, no material default exists with respect to any material obligations of the Company, and no material litigation is pending against the Company or the Properties.

6. Representations, Warranties and Covenants . The Company represents and warrants to and covenants with TCG Member and PC Member that as of the Closing:

(a) Subject to Permitted Exceptions (i) all of the Subsidiary Property specified on Schedules A , B , C , D , and E hereto have been unconditionally and irrevocably assigned, transferred, set over and contributed to Subsidiary, (ii) the Subsidiary Property shall be owned by the Subsidiary at the Closing, free and clear of all liens, security interests, encumbrances, charges, pledges, claims of others, commitments, agreements or equitable interests of any kind whatsoever, and (iii) the Company is the sole owner of the Subsidiary and has complete and unrestricted right, power and

authority to enter into this Agreement and distribute 100% of the equity interests in the Subsidiary (and its indirect interest in all Subsidiary Property) to the TCG Member;

(b) This Agreement and the documents and instruments to be executed and/or delivered by the Company pursuant hereto or in connection herewith have been duly authorized, executed and delivered by the Company; all consents and approvals required by the Company in connection herewith have been obtained; and the Company has all necessary power and authority to perform its obligations under this Agreement; and

7. Indemnification . From and after the Closing:

(a) The TCG Member, the Subsidiary, Campbell Opportunity Timber Fund VI, L.P. and Campbell Opportunity Timber Fund VI-A, L.P. will indemnify, defend and hold harmless the Company and its members, shareholders, officers, directors, principals, agents and representatives, from and against all losses, costs, liabilities, damages and expenses (including reasonable attorneys’ fees and costs and court costs and the fees and costs of expert witnesses and consultants) arising from or incurred by reason of (i) all liabilities allocated to TCG Member pursuant to Section 4(d) above, and (ii) any breach of the TCG Member’s representations, warranties or covenants contained in this Agreement (except to the extent any such breach is due to any action or inaction of the PC Member or the Company which is not directly attributable to the gross negligence or willful misconduct of the TCG Member or its Affiliates).

(b) The Company will indemnify, defend and hold harmless the TCG Member and its members, shareholders, officers, directors, principals, agents and representatives, from and against all losses, costs, liabilities, damages and expenses (including reasonable attorneys’ fees and costs and court costs and the fees and costs of expert witnesses and consultants) arising from or incurred by reason of (i) all liabilities allocated to the Company and PC Member pursuant to Section 4(d) above, and (ii) any breach of its representations, warranties or covenants contained in this Agreement (except to the extent any such breach is due to the action or inaction of the TCG Member or the Former Manager which is not directly attributable to the gross negligence or willful misconduct of the PC Member or its Affiliates). Notwithstanding any provision of this Agreement or any other agreement to the contrary, each of the Company, PC Member and the WNR Member shall indemnify, defend and hold harmless the TCG Member and its Affiliates from and against, and in no event shall TCG Member or its Affiliates bear, any liabilities, costs, or expenses relating to or arising out of the FPA Adjustments.

8. Conditions Precedent .

(a) Conditions Precedent to the Company’s Obligation to Close . Notwithstanding anything to the contrary herein, unless otherwise waived by the Company and PC Member, the Company’s obligation to consummate the transaction contemplated hereunder shall be contingent upon:

(i) The representations and warranties of TCG Member contained herein being true and correct in all material respects as of the Closing; and

(ii) The performance by TCG Member of every material obligation to be performed by TCG Member hereunder on or prior to the Closing, including the execution and delivery of all documents required to be delivered by TCG Member hereunder.

(b) Conditions Precedent to TCG Member’s Obligation to Close . Notwithstanding anything to the contrary herein, unless otherwise waived by the TCG Member, TCG Member’s obligation to consummate the transaction contemplated hereunder shall be contingent upon:

(i) The representations and warranties of the Company contained herein being true and correct in all material respects as of the Closing;

(ii) The performance by the Company of every material obligation to be performed by the Company hereunder on or prior to the Closing including the execution and delivery of all documents required to be delivered by the Company hereunder; and

(iii) The performance by the Company of every material obligation to be performed by the Company under Section 9.8 of the LLC Agreement.

9. WNR Member . Each party to this Agreement hereby confirms and consents to WNR Member being admitted as a member of the Company immediately prior to the Redemption with an interest of 1% of the Common Interests in exchange for the contribution of $9,600,000, pursuant to the LLC Agreement.

10. Remedies . Except as otherwise provided for in this Agreement, the failure of the Closing to occur in accordance with the terms and conditions of this Agreement and the LLC Agreement shall render the Redemption ineffective and the LLC Agreement in full force and effect as it was on the date immediately prior to the Closing (except that TCG Member shall continue to have the right to redeem the TCG Member Interest in accordance with, and shall not be deemed to have waived any rights under, the terms of the LLC Agreement until such time as such redemption is complete). In the event that the Closing fails to occur due to any failure by the parties to agree upon the Fair Market Value of the Company’s assets on or before the Closing in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f), any party hereto may pursue the valuation process reflected in Section 9.17 of the LLC Agreement. Notwithstanding the foregoing, the parties hereto acknowledge that there would be no adequate remedy at law if either party hereto fails to perform any of its obligations hereunder, and accordingly agree that, in addition to any other remedy that either party may be entitled to at law or in equity, each shall be entitled to compel specific performance of the obligations of the other under this Agreement, in accordance with the terms and conditions of this Agreement, in any court having jurisdiction.

11. Condemnation/Casualty .

(a) If at any time prior to the Closing:

(i) any portion of the Properties have been damaged or destroyed by fire, natural disaster or other cause, the Company shall notify TCG Member of any such damage or destruction, and with respect to such damage and/or destruction and the repair thereof, keep TCG Member advised of all communications with any insurer, government officials, contractors or other consultants (All monies received by the Company after the Closing on account of said damage or destruction shall be paid over to TCG Member upon receipt if such damage or destruction was not taken into account in calculating the Fair Market Value of the Properties at the Closing); and

(ii) any entity possessing the right of eminent domain shall give notice of an intention to take or acquire all or a portion of the Property, either permanently or as a temporary taking (a “Taking”), the Company shall promptly and without delay notify TCG Member of said potential Taking and any compensation received by the Company after the Closing as a result of any Taking shall be paid over to TCG Member upon receipt if such Taking was not taken into account in calculating the Fair Market Value of the Properties at the Closing.

(b) The Company shall not agree to any settlement, payment and/or adjustment with any insurer or other party in connection with a claim relating to damage or destruction affecting the Properties prior to the Closing or with respect to a Taking, including any consideration to be paid with respect thereto, without TCG Member’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, and shall keep TCG Member advised in a prompt and timely manner with respect to any negotiations regarding the same. The Company shall not initiate a lawsuit or other claims or administrative procedure with respect to any of the matters covered by this Section 11 without TCG Member’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned.

12. Notices . All written notices and demands of any kind that either party may be required or may desire to give to the other party in connection with this Agreement may be delivered by (i) personal service; (ii) registered or certified mail (postage pre-paid); (iii) by electronic transmission (followed by next day overnight delivery service), or (iv) by next day overnight delivery service. Any such notice or demand shall be addressed to the parties as listed in this Section 12. Service of any such notice or demand shall be deemed complete upon receipt in the event of personal service, on the third business day after deposit in the U.S. mail if sent via registered or certified mail, and on the next business day if sent via electronic transmission and/or overnight delivery service, if sent to each party at the address set forth below with the required proper postage:

If to the Company:

Plum Creek Timber Operations I, L.L.C.

c/o Weyerhaeuser Company

220 Occidental Ave S.

Seattle, WA 98104

Attn: Devin Stockfish, Senior Vice President and General Counsel

Facsimile: 253-924-2685

with a copy to:

Southern Diversified, LLC

One S.W. Columbia, Suite 1700

Portland, OR 97258

Attn: Kyle Stinchfield, Esq., General Counsel,

Facsimile: 503-275-9667

If to the Former Manager:

TCG / Southern Diversified Manager, LLC

One S.W. Columbia, Suite 1700

Portland, OR 97258

Attn: Kyle Stinchfield, Esq., General Counsel,

Facsimile: 503-275-9667

If to TCG Member:

TCG Member, LLC

One S.W. Columbia, Suite 1700

Portland, OR 97258

Attn: Kyle Stinchfield, Esq., General Counsel,

Facsimile: 503-275-9667

If to PC Member:

Plum Creek Timber Operations I, L.L.C.

c/o Weyerhaeuser Company

220 Occidental Avenue S.

Seattle, WA 98104

Attn: Devin Stockfish, Senior Vice President and General Counsel

Facsimile: 253-924-2685

If to WNR Member:

Weyerhaeuser NR Company

220 Occidental Avenue S.

Seattle, WA 98104

Attn: Devin Stockfish, Senior Vice President and General Counsel

Facsimile: 253-924-2685

If to the Subsidiary:

Southern Diversified, LLC

One S.W. Columbia, Suite 1700

Portland, OR 97258

Attn: Kyle Stinchfield, Esq., General Counsel

Facsimile: 503-275-9667

Any party, by written notice to the others in the manner herein provided, may designate an address different from that set forth above. Notices required pursuant to the terms of this Agreement shall be delivered prior to 5 p.m. (Pacific Time) on the date such notice is due. Notices may be delivered by a party’s attorney on the party’s behalf.

13. Final Settlement Statement and Books and Records .

(a) The Company, PC Member and TCG Member will consult with one another in good faith so that within 30 days after the Closing, TCG Member will deliver to PC Member and the Company the type of financial reports required by Section 11.2(a)(1)(i) of the LLC Agreement as of the date of Closing and for the period from July 1, 2016 to the date of the Closing, which financial reports shall be certified by the TCG Member in a manner consistent with the certification called for by Section 11.2(a)(1)(i) of the LLC Agreement.

(b) Within five (5) business days following the delivery and receipt of the financial reports pursuant to Section 13(a) above, PC Member and TCG Member shall confer in good faith to update the Initial Settlement Statement to give effect to such financial reports (such updated Initial Settlement Statement, the “Final Settlement Statement”). In the event that PC Member and TCG Member are unable to mutually agree on the Final Settlement Statement within ten (10) business days following the delivery and receipt of the financial reports pursuant to Section 13(a) above, PC Member and TCG Member shall submit such disagreements to a nationally‑recognized accounting firm as is reasonably acceptable to PC Member and TCG Member, and such accounting firm shall finalize the Final Settlement Statement. Within five (5) business days following the finalization of the Final Settlement Statement, the Company or TCG Member, as applicable, shall wire the appropriate amount in cash to the Company or TCG Member, as applicable, to reflect the changes from the Initial Balance Sheet in the Final Balance Sheet (which amounts shall not reflect any interest on such payment).

(c) Each of the Company, the Subsidiary, TCG Member, and the Former Manager shall provide the parties hereto with reasonable access to the books and records prepared in accordance with Article XI of the LLC Agreement (for the period extending until the Closing) which they have in their possession. Each party shall maintain such books and records for a period of at least 10 years and, prior to disposing of the same, shall afford the other parties the opportunity to obtain copies of such books and records.

14. Miscellaneous .

(a) Any allocations, pro-rations or other calculations pursuant to this Agreement that take into account Members’ relative Capital Accounts shall exclude the Capital Account of WNR Member; provided , however , that amounts contributed to the Company by the WNR Member shall be available to satisfy the Company’s obligations under this Agreement.

(b) This Agreement (i) shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, administrators, executors, personal representatives, successors and assigns, (ii) shall be governed by and construed in accordance with the laws of the State of Delaware, (iii) may be executed in any number of identical counterparts (which may be effectively delivered by facsimile or PDF or other electronic format and attached to an email), all or any of which may contain the signatures of fewer than all of the parties, and all of which shall be constructed together as a single instrument, (iv) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and may not be modified, amended or otherwise

changed in any manner except by a writing executed by the parties hereto, and (v) the exhibits attached hereto are incorporated herein as if a substantive component hereof.

(c) The captions of the various sections of this Agreement are for the convenience of reference only and shall not define or limit the terms hereof. The undersigned agree that each and every provision of this Agreement and the documents and instruments executed and/or delivered in connection with this Agreement have been mutually negotiated, prepared and drafted, each party has been represented by counsel of its own choosing, and in connection with the construction of any of the provisions herein or in such other documents or instruments or any deletions therefrom, no consideration shall be given to the issue of which party actually prepared, drafted, requested or negotiated any provision or deletion.

(d) If any litigation, judicial reference or arbitration proceeding is commenced between the parties hereto concerning this Agreement and/or the rights and obligations of either party in relation herewith (including, but not limited to, claims in contract, tort or equity), the party prevailing in such litigation or arbitration proceeding, or the non-dismissing party in the event of a dismissal, with or without prejudice, shall be entitled, in addition to such other relief as may be granted, to a reasonable sum for any and all costs and expenses, including, without limitation, attorneys’ fees, expert witness fees, consultants’ fees, court costs, cost of paralegals, accounts, business office expenses of any kind or nature, including, but not limited to, staff, traveling expenses, telephone expenses, internal bookkeeping and accounting and any and all other costs and expenses of defense or prosecution incurred in connection therewith, whether specified herein or not. Any such attorneys’ fees and other costs and expenses incurred by the prevailing or non-dismissing party in enforcing a judgment in its favor under this Agreement, whether or not suit is filed, shall be recoverable separately from and in addition to any other amount included in such judgment or award, and such obligation is intended to be severable from the other provisions of this Agreement and to survive and not be merged into any such judgment or award.

(e) At the Closing, and from time to time thereafter, the parties agree that they shall, at the request of the other, make, execute and deliver or obtain and deliver all such affidavits, deeds, certificates, and other instruments and documents, and shall do or cause to be done all such acts or things, which either party may reasonably require in order to complete the consummation of the transactions contemplated by this Agreement.

(f) TCG Member shall not have the right to assign or transfer this Agreement or the rights herein without the prior written consent of the Company.

(g) Time is of the essence with respect to every provision herein contained.

(h) This Agreement is not intended to give or confer any benefits, rights, privileges, claims, actions or remedies to any person or entity as a third party beneficiary, or otherwise.

(i) Except as expressly set forth herein, the provisions of this Agreement that contemplate performance after the Closing shall survive the Closing for a period of one year and shall not be deemed to be merged into or waived by the instruments of such Closing.

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

COMPANY:

SOUTHERN DIVERSIFIED TIMBER, LLC,

a Delaware limited liability company

By: TCG/Southern Diversified Manager, LLC

Its: Manager

By: Campbell Global, LLC

Its: Managing Member

By: /s/ Mark Simmons

Name: Mark Simmons

Title: Chief Financial Officer

MANAGER:

TCG / SOUTHERN DIVERSIFIED MANAGER, LLC, a Delaware limited liability company

By: Campbell Global, LLC

Its: Managing Member

By: /s/ Mark Simmons

Name: Mark Simmons

Title: Chief Financial Officer

PC MEMBER:

PLUM CREEK TIMBER OPERATIONS I, L.L.C.,

a Delaware limited liability company

By: Plum Creek Timberlands, L.P.

Its: Managing Member

By: Plum Creek Timber I, L.L.C.

Its: General Partner

By: Weyerhaeuser Company,

Its: Managing Member

By: /s/ Devin W. Stockfish

Name: Devin W. Stockfish


Title:	Senior Vice President, General Counsel and Corporate Secretary

TCG MEMBER:

TCG MEMBER, LLC,

a Delaware limited liability company

By: Campbell Opportunity Timber Fund VI, L.P.

Its: Managing Member

By: Campbell Opportunity Timber Fund VI-A, L.P.

Its: Managing Member

By: Campbell Opportunity Timber Fund VI GP, LLC

Its: General Partner

By: Campbell Global, LLC

Its: Managing Member

By: /s/ Mark Simmons

Name: Mark Simmons

Title: Chief Financial Officer

WNR MEMBER:

Weyerhaeuser NR Company,

a Washington corporation

By: /s/ Devin W. Stockfish

Name: Devin W. Stockfish


Title:	Senior Vice President, General Counsel and Corporate Secretary

SUBSIDIARY:

SOUTHERN DIVERSIFIED, LLC,

a Delaware limited liability company

By: Campbell Global, LLC

Its: Authorized Agent

By: /s/ Mark Simmons

Name: Mark Simmons

Title: Chief Financial Officer

FUND VI:

CAMPBELL OPPORTUNITY TIMBER FUND VI,

L.P., a Delaware limited partnership

By: Campbell Opportunity Timber Fund VI GP, LLC.

Its: General Partner

By: Campbell Global, LLC.

Its: Managing Member

By: /s/ Mark Simmons

Name: Mark Simmons

Title: Chief Financial Officer

FUND VI-A:

CAMPBELL OPPORTUNITY TIMBER FUND VI-

A, L.P., a Delaware limited partnership

By: Campbell Opportunity Timber Fund VI GP, LLC.

Its: General Partner

By: Campbell Global, LLC.

Its: Managing Member

By: /s/ Mark Simmons

Name: Mark Simmons

Title: Chief Financial Officer

SCHEDULE A

REAL PROPERTY

Real property descriptions attached.

Schedule A - 1

sf-3683812

Legal descriptions of real property in the following locations delivered by the Company at closing:

Ashley County, AR

Bradley County, AR

Calhoun County, AR

Cleveland County, AR

Drew County, AR

Appling County, GA

Bacon County, GA

Ben Hill County, GA

Coffee County, GA

Pierce County, GA

Telfair County, GA

Ware County, GA

Wheeler County, GA

Bladen County, NC

Brunswick County, NC

Columbus County, NC

Cumberland County, NC

Choctaw County, OK

LeFlore County, OK

McCurtain County, OK

Polk County, OK

Pushmataha, OK

Sevier County, OK

Attala County, MS

Calhoun County, MS

Carroll County, MS

Chickasaw County, MS

Choctaw County, MS

Clay County, MS

Grenada County, MS

Montgomery County, MS

Noxubee County, MS

Oktibbeha County, MS

Pontotoc County, MS

Webster County, MS

Winston County, MS

Yalobusha County, MS

Darlington County, SC

Dillon County, SC

Florence County, SC

Pender County, SC

Robeson County, SC

Schedule A - 2

sf-3683812

SCHEDULE B

LEASES



Agreement Title	Effective Date	Expiration Date	County, State	Acreage	Other Party(ies)
Timber Sale and Lease Agreement	06/08/87	06/08/17	Grenada County, MS	817	Scott and Carole Kiewit
Lease and Timber Sale Agreement	10/01/71	10/01/31	Attala County, MS	736	Iley Anne Morgan Neely
Lease and Timber Sale Agreement	06/01/73	06/01/23	Chicksaw County, MS	576	Mary Ricks Tucker and Dr. Frank H. Tucker, GDN
Lease and Timber Sale Agreement	09/01/72	12/31/22	Calhoun County, MS Grenada County, MS Webster County, MS Yalobusha County, MS	7969.3	Dr. Daniel C. York and Ethelyn S. York
Lease	06/08/59	06/08/25	Appling, GA	333	June Dale Miles Faircloth
Lease	06/04/82	06/04/17	Coffee, GA Atkinson, GA	1877	Hiram Tanner, Jr.
Lease	09/24/84	09/24/19	Coffee, GA	726	LeRue Tanner Williams

Schedule B - 1

sf-3683812

SCHEDULE C

CONTRACTS



Operations Contracts
Agreement Type	Doc. Ref #	Office Location	Effective Date	Expiration Date	Other Party
Aerial Application	17911.00	Antlers	08/18/16	10/15/16	Crop Production Services, Inc., dba CPS Pinebelt
Aerial Application	17912.00	Antlers	08/18/16	10/15/16	Crop Production Services, Inc., dba CPS Pinebelt
Aerial Application	16307.00-16307.01	Flowood	03/01/16	10/15/16	Red River Specialties Inc
Aerial Application	16360.00-16360.02	Monticello	03/01/16	10/15/16	Crop Production Services Inc
Aerial Photo	16892.00	Monticello	04/22/16	12/31/16	Eagle Forestry Services, Inc.
Day Use/Short Term Permit	16504.00	Wilmington	01/01/16	12/31/16	Willie Dudley
Day Use/Short Term Permit	16506.00	Wilmington	01/01/16	12/31/16	Raymond Curtis Johnson
General Service	15116.00	Monticello	01/01/16	12/31/16	Bradley County Timber Company, Inc.
General Service	15485.00	Antlers	01/01/16	12/31/16	Six Mile Contractors Inc
General Service	16831.00	Wilmington	04/01/16	12/31/16	Jason Bass
General Service	17744.00	Wilmington	08/01/16	12/01/16	Acquatic Vegetation Control, Inc.
General Service	17832.00	Monticello	08/05/16	11/01/16	Pomeroy-McGowin, Inc.
General Service	14940.00-14940.01	Antlers	10/27/15	12/31/16	Franco Boundary Line Maint Inc
General Services	17745.00	Flowood	07/25/16	11/01/16	Larry Barefield Construction, Inc.
General Services	17819.00	Flowood	08/08/16	10/10/16	Nail Forestry Services, Inc.
General Services	17831.00	Flowood	08/05/16	12/31/16	HJM Forest Resource Management Services, LLC
GSA_Mechanical Site Prep	15988.00	Wilmington	01/25/16	12/31/16	Satilla Forest Services Inc
GSA_Mechanical Site Prep	17085.00	Wilmington	05/16/16	10/31/16	Funston Company Inc
GSA_Mechanical Site Prep	17487.00	Monticello	06/21/16	12/31/16	Clay Lowry Forestry, Inc.
GSA_Mechanical Site Prep	17681.00	Wilmington	08/01/16	10/31/16	Luke Forestry & Construction, LLC
GSA_Mechanical Site Prep	17571.00-17571.01	Antlers	07/01/16	10/15/16	Raymond Construction LLC
IP Master Wood Purchase a	17624.00-17624.04	Wilmington	07/01/16	06/30/17	International Paper Company
Land Entry Permit	17633.00	Monticello	08/01/16	09/30/16	ForesTech International, LLC
Lease Agreement for Tower F-20 (Hamburg)	None	Monticello	02/05/13	02/05/23	Arkansas State Police

Schedule C - 1

sf-3683812



Operations Contracts
Agreement Type	Doc. Ref #	Office Location	Effective Date	Expiration Date	Other Party
License	16191.00	Wilmington	01/29/16	12/31/16	Atlanta Gas Light Company
License	16679.00	Antlers	04/01/16	03/31/17	Hal M. & Richard Brame
License	16690.00	Antlers	04/01/16	03/31/17	William H. Smallwood Jr.
License	16694.00	Antlers	04/01/16	03/31/17	Tommie Hill
License	16695.00	Antlers	04/01/16	03/31/17	Todd Joslin
License	14491.00-14491.01	Flowood	09/02/15	09/30/16	Crimm Brothers Sawmill
Logging	6267.00-6267.02	Monticello	10/21/13	12/31/16	Timber Logistics, Inc.
Logging	6579.00-6579.05	Monticello	11/25/13	12/31/16	Regions Forest Services, LLP
Logging	11597.00-11597.04	Monticello	01/15/15	12/31/16	L.D. Long, Inc.
Logging	11856.00-11856.02	Flowood	01/29/15	12/30/16	Timberland Harvesters LLC
Logging	13116.00-13116.01	Wilmington	04/21/15	12/31/16	Canal Wood LLC
Logging	13456.00-13456.01	Wilmington	04/27/15	12/31/16	RSB Forestry, Inc.
Logging	14387.00-14387.01	Wilmington	01/01/16	12/31/16	RSB Forestry Inc
Logging	14651.00-14651.04	Monticello	09/24/15	09/24/16	L. D. Long, Inc.
Logging	14719.00-14719.01	Wilmington	09/29/15	09/29/16	Sellers Forest Products LLC
Logging	14720.00-14720.01	Wilmington	09/29/15	09/29/16	Sellers Forest Products LLC
Logging	14725.00-14725.03	Monticello	09/30/15	12/31/16	T. J. Bryant Logging, LLC
Logging	14811.00-14811.01	Flowood	10/12/15	09/15/16	Crimm Brothers Sawmill
Logging	14854.00-14854.02	Wilmington	10/12/15	03/31/17	Delta Timber Company, LLC
Logging	14863.00-14863.02	Wilmington	12/14/15	03/31/17	Delta Timber Company, LLC
Logging	14892.00	Monticello	10/20/15	10/20/16	T. J. Bryant Logging, LLC
Logging	14910.00-14910.02	Flowood	10/05/15	10/15/16	Crimm Brothers Sawmill
Logging	14978.00-14978.01	Monticello	11/02/15	11/02/16	L. D. Long, Inc.
Logging	14981.00-149813.02	Monticello	11/02/15	11/02/16	Bierbaum Timber & Contracting, LLC
Logging	14982.00	Monticello	11/02/15	11/02/16	Regions Forest Services, LLP
Logging	14984.00-14984.02	Monticello	11/02/15	11/02/16	Regions Forest Services, LLP

Schedule C - 2

sf-3683812



Operations Contracts
Agreement Type	Doc. Ref #	Office Location	Effective Date	Expiration Date	Other Party
Logging	15006.00	Flowood	11/04/15	11/04/16	Crimm Brothers Sawmill DBA: Crimm Brothers Logging
Logging	15057.00	Monticello	11/11/15	11/11/16	Regions Forest Services, LLP
Logging	15139.00	Monticello	11/17/15	11/17/16	L. D. Long, Inc.
Logging	15148.00-15148.02	Monticello	11/18/15	11/18/16	T. J. Bryant Logging, LLC
Logging	15213.00	Wilmington	11/23/15	12/31/16	Holton Logging Company, Inc.
Logging	15242.00-15242.01	Wilmington	12/01/15	12/01/16	Canal Wood LLC
Logging	15280.00-15280.01	Monticello	12/07/15	12/07/16	L. D. Long, Inc.
Logging	15410.00	Antlers	12/15/15	12/31/16	Jerry Hairrell
Logging	15414.00-15414.01	Monticello	12/15/15	12/15/16	L. D. Long, Inc.
Logging	15445.00-15445.02	Monticello	12/16/15	12/16/16	Sorrells Sawmill, Inc.
Logging	15488.00	Monticello	12/18/15	12/18/16	L. D. Long, Inc.
Logging	15618.00-15618.03	Monticello	12/30/15	12/30/16	L. D. Long, Inc.
Logging	15820.00-15820.01	Flowood	01/11/16	09/15/16	Crimm Brothers Sawmill DBA: Crimm Brothers Logging
Logging	15995.00-15995.02	Flowood	01/21/16	12/15/16	Crimm Brothers Sawmill DBA: Crimm Brothers Logging
Logging	16011.00-16011.01	Antlers	01/25/16	12/31/16	Gearld Land dba Gerald Land Logging
Logging	16012.00	Antlers	01/25/16	12/31/16	Gearld Land dba Gerald Land Logging
Logging	16089.00-16089.03	Wilmington	01/26/16	12/31/16	Holton Logging Company, Inc.
Logging	16160.00-16160.01	Flowood	02/01/16	12/31/16	Crimm Brothers Sawmill DBA: Crimm Brothers Logging
Logging	16198.00-16198.01	Antlers	02/08/16	12/31/16	LW Murray Logging Inc
Logging	16202.00	Antlers	02/05/16	12/31/16	Jerry Hairrell
Logging	16203.00	Antlers	02/02/16	12/31/16	Jerry Hairrell
Logging	16250.00	Monticello	02/09/16	02/09/17	Haisty Pulpwood & Logging
Logging	16289.00-16289.01	Flowood	02/11/16	10/15/16	Crimm Brothers Sawmill DBA: Crimm Brothers Logging
Logging	16421.00-16421.01	Monticello	02/26/16	02/26/17	Haisty Pulpwood & Logging
Logging	16441.00-16441.01	Wilmington	02/26/16	12/31/16	Holton Logging Company, Inc.
Logging	16472.00	Antlers	03/08/16	12/31/16	Gerald Land dba Gerald Land Logging
Logging	16513.00	Antlers	03/11/16	12/31/16	GW Logging Inc

Schedule C - 3

sf-3683812



Operations Contracts
Agreement Type	Doc. Ref #	Office Location	Effective Date	Expiration Date	Other Party
Logging	16514.00	Antlers	03/11/16	12/31/16	GW Logging Inc
Logging	16519.00	Wilmington	03/10/16	12/31/16	PFAU Trucking Inc
Logging	16521.00	Wilmington	03/10/16	12/31/16	PFAU Trucking Inc
Logging	16522.00	Wilmington	03/10/16	12/31/16	PFAU Trucking Inc
Logging	16586.00	Monticello	03/22/16	03/22/17	Regions Forest Services, LLP
Logging	16588.00	Monticello	03/22/16	03/22/17	L. D. Long, Inc.
Logging	16749.00-16749.03	Flowood	04/04/16	12/30/16	Wade Byars Logging LLC
Logging	16803.00	Antlers	04/11/16	12/31/16	Gearld Land Logging
Logging	16858.00	Monticello	04/15/16	04/15/17	Regions Forest Services, LLP
Logging	16873.00	Wilmington	04/18/16	12/31/16	RSB Forestry Inc
Logging	16916.00	Monticello	04/25/16	04/25/17	L. D. Long, Inc.
Logging	16935.00	Antlers	05/01/16	12/31/16	LW Murray Logging Inc
Logging	16950.00-16950.01	Monticello	04/27/16	04/27/17	L. D. Long, Inc.
Logging	17131.00	Monticello	05/10/16	05/10/17	T. J. Bryant Logging, LLC
Logging	17135.00	Monticello	05/10/16	05/10/17	T. J. Bryant Logging, LLC
Logging	17261.00	Antlers	05/27/16	12/31/16	GEARLD LAND LOGGING
Logging	17327.00	Flowood	05/30/16	12/30/16	Timberland Harvesters LLC
Logging	17422.00	Antlers	06/15/16	12/31/16	Gerald Land dba Gerald Land Logging
Logging	17596.00	Wilmington	06/27/16	12/31/16	RSB Forestry Inc
Logging	17637.00	Antlers	07/10/16	12/31/16	Jerry Hairrell
Logging	17638.00	Antlers	07/15/16	12/31/16	GW Logging inc
Logging	17669.00	Flowood	06/27/16	10/20/16	Timberland Harvesters LLC
Logging	17726.00	Wilmington	07/20/16	12/31/16	RSB Forestry Inc
Logging	17727.00	Wilmington	07/20/16	12/31/16	RSB Forestry Inc
Logging	17739.00-17739.01	Wilmington	07/20/16	07/20/17	Chestnutt Logging
Logging	17765.00-17765.01	Monticello	07/26/16	07/26/17	Haisty Pulpwood and Logging
Logging	17766.00-17766.01	Flowood	07/26/16	12/31/16	R & R Timber Inc
Logging	17827.00	Wilmington	08/04/16	08/04/17	Canal Wood LLC
Logging	17828.00	Wilmington	08/04/16	08/04/17	Chestnutt Logging
Logging	17829.00	Wilmington	08/04/16	08/04/17	Sellers Forest Products LLC
Logging	17843.00	Antlers	08/12/16	12/31/16	Gearld Land Logging
Logging	17852.00	Flowood	08/08/16	12/30/16	Lovorn Logging, Inc.
Logging	17863.00	Wilmington	08/09/16	12/31/16	RSB Forestry, Inc.
Logging	17895.00	Flowood	08/05/16	11/15/16	Crimm Brothers Sawmill, dba Crimm Brothers
Logging	17903.00	Flowood	08/16/16	12/30/16	Wade Byars Logging LLC

Schedule C - 4

sf-3683812



Operations Contracts
Agreement Type	Doc. Ref #	Office Location	Effective Date	Expiration Date	Other Party
Logging	17908.00-17908.01	Wilmington	08/14/16	08/14/17	Chestnutt Logging
Logging	17910.00	Wilmington	08/17/16	08/17/17	Canal Wood LLC
Logging	17926.00	Flowood	08/19/16	06/30/17	Wade Byars Logging LLC
Logging	17954.00	Monticello	08/24/16	08/24/17	Regions Forest Services, LLP
Miscellaneous Services	16536.00	Flowood	01/01/16	12/31/16	Butts' Enterprises Inc
Miscellaneous Services	16664.00	Antlers	03/15/16	12/31/16	Monte Olivis
Miscellaneous Services	16782.00	Flowood	03/01/16	12/31/16	Crimm Brothers Sawmill
Miscellaneous Services	17440.00	Wilmington	06/03/16	12/31/16	Katy Villiers
Negoitiated Road Use Agre	17380.00	Antlers	06/07/16	06/07/17	Huber Resources Corporation
Professional Services	16820.00-16820.01	Monticello	04/11/16	12/31/16	Landmark Surveying Services, LLC
Professional Services	17499.00	Wilmington	02/16/16	12/31/16	Hanover Design Services
Professional Services noP	15443.00	Antlers	01/01/16	12/31/16	Six Mile Contractors Inc
Professional Services noP	15709.00	Antlers	01/05/16	12/31/16	Loomis Forestry Services
Professional Services noP	15710.00	Antlers	01/05/16	12/31/16	Loomis Forestry Services
Professional Services noP	15789.00	Wilmington	01/01/16	12/31/16	Timber Tech of Brunswick Co Inc
Professional Services noP	15937.00	Monticello	01/08/16	12/31/16	Loomis Forestry Services
Professional Services noP	15938.00	Monticello	01/08/16	12/31/16	Reidlands, LLC
Professional Services noP	16208.00	Wilmington	02/03/16	12/31/16	RWS Forest Services, LLC
Professional Services noP	16320.00	Flowood	02/16/16	12/31/16	Beaver Damage Control LLC
Professional Services noP	16709.00	Flowood	03/25/16	10/15/16	Stacy Madison Forestry Services Neshoba, Inc.
Professional Services noP	16785.00	Flowood	01/05/16	12/31/16	John B Hood
Residential/Commercial Le	15418.00	Wilmington	01/01/16	12/31/16	David Gooden
Road Maintenance	15118.00	Monticello	01/01/16	12/31/16	CGC Enterprises, Inc.
Road Maintenance	15119.00	Monticello	01/01/16	12/31/16	Pioneer Civil Construction, LLC
Road Maintenance	15133.00-15133.02	Monticello	01/01/16	12/31/16	T. J. Bryant Logging, LLC
Road Maintenance	15351.00	Antlers	01/01/16	12/31/16	B & M Forestry Inc.
Road Maintenance	15352.00	Antlers	01/01/16	12/31/16	Six Mile Contractors Inc
Road Maintenance	15424.00	Wilmington	01/01/16	12/31/16	Don Prince Backhoe &
Road Maintenance	15425.00	Wilmington	01/01/16	12/31/16	Don Prince Backhoe &
Road Maintenance	15468.00	Antlers	01/01/16	12/31/16	Weldon Robbins
Road Maintenance	15470.00-15470.01	Antlers	01/01/16	12/31/16	GW Logging Inc
Road Maintenance	15647.00	Flowood	01/01/16	12/31/16	W H Strait SR Logging Inc
Road Maintenance	15713.00	Wilmington	01/04/16	01/01/17	RSB Forestry Inc
Road Maintenance	15714.00	Wilmington	01/04/16	01/01/17	Holton Logging Company, Inc.
Road Maintenance	15987.00	Wilmington	01/25/16	12/31/16	Satilla Forest Services Inc

Schedule C - 5

sf-3683812



Operations Contracts
Agreement Type	Doc. Ref #	Office Location	Effective Date	Expiration Date	Other Party
Road Maintenance	16106.00	Flowood	01/01/16	12/31/16	Larry Barefield Construction, Inc.
Road Maintenance	16181.00	Flowood	01/01/16	12/31/16	R & R Timber Inc
Road Maintenance	16783.00	Flowood	01/05/16	12/31/16	Wade Byars Logging LLC
Road Maintenance	17948.00	Flowood	07/01/16	12/31/16	Timberland Harvesters LLC
Seedlings	16496.00	Antlers	03/02/16	04/15/17	Weyerhaeuser NR Company
Short Term Permit	17848.00	Wilmington	08/10/16	12/31/16	Axiom Environmental, Inc.
Site Lease Agreement	None	Monticello	06/11/96	06/30/66	Arkansas-12 Corporation
Supplier Agreement (Their	15330.00	Wilmington	01/01/16	12/31/16	New South Lumber Company, Inc. A Division of Canfor
Survey Land Entry Permit	16842.00	Wilmington	04/14/16	04/14/17	Atlantic Coast Pipeline, LLC



Hunt Leases
Lease	Serial	Club	Total Acres	Compartments	Counties
CH-2850-0	2850	Taylor Hunting Club	101.68	CH030251	MS-Calhoun
CH-5430-0	5430	Gaudet Hunting Club	250.36	CH030213	MS-Winston
CH-5431-0	5431	Talking Warrior Hunting Club	2803.11	CH030120	MS-Oktibbeha
CH-5432-0	5432	Dry Creek Hunting Club (winston Co)	2259.78	CH030201	MS-Winston
CH-5433-2	5433	Shady Grove Community Hunting Club Inc.	2032.74	CH030075, CH030059, CH030053, CH030027	MS-Attala
CH-5434-0	5434	Big Hungry Conservation League	2404.19	CH030052, CH030047, CH030070, CH030062, CH030061, CH030064, CH030077, CH030041, CH030078	MS-Carroll
CH-5435-0	5435	Black Hawk Conservation League	1597.83	CH030088, CH030092, CH030093, CH030090	MS-Carroll
CH-5436-0	5436	River Run Hunting Club Inc	1585.34	CH030990, CH030989, CH030986, CH030994, CH030996, CH030991	MS-Choctaw, MS-Webster
CH-5437-0	5437	Bear Creek Hunting Club Inc	1523	CH030005	MS-Attala
CH-5439-0	5439	Boyette's Crossing Hunting Club	1412.2	CH030696, CH030697, CH030650	MS-Attala
CH-5440-1	5440	Top Attala Hunting Club Inc	891	CH030708, CH030713, CH030707	MS-Attala
CH-5442-0	5442	Bywy Hunting Association	1059.72	CH030119, CH031004	MS-Oktibbeha, MS-Choctaw
CH-5444-0	5444	Little Noxubee Hunting Club Inc	1023	CH030205	MS-Winston
CH-5445-2	5445	Magnum Hunting Club Inc.	1581	CH030066, CH030641, CH030014, CH030693, CH030044, CH030644, CH030642, CH030661, CH030643, CH030102	MS-Grenada, MS-Yalobusha
CH-5446-0	5446	Clay Hill Conservation League	825.89	CH030533	MS-Carroll
CH-5447-0	5447	Hay Patch Hunting Club	890.31	CH030228, CH030226, CH030946	MS-Calhoun
CH-5448-2	5448	Gaudet Hunting Club	340	CH030590	MS-Choctaw
CH-5449-0	5449	Dancing Rabbit Hunting Club Inc.	851.97	CH030635, CH030634	MS-Noxubee, MS-Winston
CH-5450-0	5450	Gaudet Hunting Club	515.06	CH030213	MS-Winston

Schedule C - 6

sf-3683812



Hunt Leases
Lease	Serial	Club	Total Acres	Compartments	Counties
CH-5451-1	5451	Hatcher Hunting Club	806	CH030179, CH030175, CH030172, CH030178, CH030177, CH030637	MS-Webster, MS-Oktibbeha
CH-5452-0	5452	Four Rivers Hunting Club Inc	799.45	CH030129, CH030121, CH030124, CH030116, CH030118, CH030122, CH030123	MS-Oktibbeha
CH-5453-0	5453	Dry Creek Hunting Club Inc.	457.56	CH030562, CH030568, CH030574	MS-Choctaw
CH-5454-1	5454	Buck Creek Hunting Club	497	CH030252	MS-Calhoun
CH-5456-2	5456	Beagle Hound Lease	496	CH030101	MS-Attala
CH-5457-3	5457	Northshore Hunting Club	401	CH030567, CH030561	MS-Choctaw
CH-5458-0	5458	Tibby Creek Hunting Club	675.11	CH030596, CH030594	MS-Choctaw, MS-Winston
CH-5459-0	5459	Gore Springs Hunting Club	672.8	CH030031, CH030002, CH030057, CH030049, CH030700, CH030056	MS-Grenada, MS-Montgomery
CH-5460-2	5460	K & S Hunting Club	224	CH030193	MS-Winston
CH-5461-3	5461	White Oak Hunting Club	221	CH030186	MS-Webster
CH-5462-0	5462	Toxish Hunting Club	625.99	CH030960, CH030141, CH030143	MS-Chickasaw, MS-Pontotoc
CH-5463-0	5463	Dry Creek Hunting Club Inc.	613.78	CH030579, CH030578, CH030576	MS-Choctaw
CH-5464-2	5464	Mossy Horn Hunting Club	252	CH030540	MS-Carroll
CH-5465-0	5465	Blackburn Hunting Club	589.77	CH030167, CH030157, CH030168, CH030156	MS-Webster
CH-5466-0	5466	Sherwood Hunting Club	594.56	CH030627	MS-Noxubee
CH-5467-0	5467	Edgefield Hunting Club	583.33	CH030071, CH030079	MS-Attala
CH-5468-0	5468	Horseshoe Hunting Club Inc.	580.63	CH030021, CH030017, CH030701	MS-Carroll
CH-5469-0	5469	Still Hunters Assn. Deer Club Inc	417.95	CH030022, CH030006	MS-Montgomery
CH-5470-0	5470	Four-p Hunting Club	552.65	CH030535	MS-Attala
CH-5471-0	5471	Juba Game Management	552.44	CH030272	MS-Pontotoc
CH-5472-0	5472	Spotted Oak Hunting Club	39.39	CH030553	MS-Choctaw
CH-5473-0	5473	Big 7 Hunting Club	535.93	CH030068	MS-Carroll
CH-5474-0	5474	Slate Springs Hunting Club Inc	364.97	CH030956, CH030957, CH030956L	MS-Calhoun
CH-5475-0	5475	J&J Hunting Club, Inc.	507.41	CH030709, CH030714	MS-Attala
CH-5476-0	5476	Rocky Hill Hunting Club Inc	507.36	CH030045, CH030695, CH030069	MS-Montgomery
CH-5478-0	5478	CFM Hunting Club Inc.	502.17	CH030214, CH030217	MS-Winston
CH-5479-0	5479	Vaiden Road Hunting Club Inc.	433.89	CH030040	MS-Attala
CH-5480-0	5480	The Farm	466	CH030953, CH030977	MS-Calhoun, MS-Chickasaw
CH-5481-2	5481	Sleep Till Noon Hunting Club	377	CH030201, CH030225	MS-Winston
CH-5482-1	5482	Shady Grove Community Hunting Club Inc.	472	CH030076	MS-Attala
CH-5484-0	5484	Big Black Conservation League	430.16	CH030029, CH030036, CH030032	MS-Montgomery
CH-5485-0	5485	Stewart Hunting Club	429.54	CH030551, CH030544	MS-Choctaw
CH-5486-0	5486	Spotted Oak Hunting Club	405	CH030555	MS-Choctaw
CH-5487-0	5487	Prisock & Malone Hunting Club	401.43	CH030132, CH030133, CH030131, CH030134	MS-Oktibbeha
CH-5488-0	5488	Atkinson Hunting Club	523.9
CH-5488-1	5488	Atkinson Hunting Club	254	CH030094, CH030083	MS-Attala
CH-5489-0	5489	Greasy Money Hunting Club Inc.	368.06	CH030710	MS-Carroll

Schedule C - 7

sf-3683812



Hunt Leases
Lease	Serial	Club	Total Acres	Compartments	Counties
CH-5490-0	5490	Double Sign Board Hunting Club Inc	382.05	CH030115, CH030117	MS-Oktibbeha
CH-5491-0	5491	County Line Hunting Club Of Choctaw Co.	371.9	CH030113, CH030111, CH030992, CH030995, CH030997	MS-Oktibbeha, MS-Choctaw
CH-5492-0	5492	Guy Shaw's Turkey Creek Hunting Club	367	CH030719	MS-Yalobusha
CH-5493-0	5493	Joseph Vicaro	364.32	CH030542, CH030706	MS-Attala
CH-5494-2	5494	Greasy Creek Hunting Club Inc.	377	CH030533	MS-Carroll
CH-5495-0	5495	Davidson Bottom Hunting Club Inc	359	CH030621	MS-Clay, MS-Chickasaw
CH-5496-0	5496	Nations Still Hunting Club	346.15	CH030019	MS-Montgomery
CH-5497-1	5497	Hodges Hunting Club	319.34	CH030086	MS-Attala
CH-5498-0	5498	Coldwater Hunting Club	342.57	CH030691, CH030692	MS-Attala
CH-5499-0	5499	The Hole In The Wall Hunting Club	321.51	CH030054, CH030043	MS-Attala
CH-5500-0	5500	H & H Hunting Club Inc	318.95	CH030636, CH030593, CH031593	MS-Noxubee, MS-Choctaw
CH-5501-0	5501	Jd Vii Hunting Club Inc	314	CH030207	MS-Winston
CH-5502-0	5502	Scuna Deer Hunting Club Inc.	307.57	CH030659, CH030012	MS-Yalobusha
CH-5503-1	5503	Jimmy Atkins Lease	304	CH030183	MS-Webster
CH-5504-0	5504	Carrollton & Pine Hunting Club Inc.	152.2	CH030055	MS-Carroll
CH-5505-1	5505	Sparta Ridge Hunting Club Inc	888	CH030616, CH030145, CH030618, CH030619, CH030617	MS-Clay, MS-Webster, MS-Chickasaw
CH-5506-0	5506	Clear Creek Hunting Club Inc	294.62	CH030026	MS-Montgomery
CH-5507-0	5507	Mulberry Hunting Club	294.81	CH030003	MS-Montgomery
CH-5508-0	5508	B.a.r. Hunting Club	287.82	CH030975, CH030970	MS-Chickasaw
CH-5509-0	5509	Half Way Hunting Club Inc.	286.58	CH030098	MS-Carroll
CH-5510-0	5510	Rinehart Hunting Club	282.76	CH031593, CH030593	MS-Choctaw
CH-5511-0	5511	Cane Creek Hunting Club Inc	279.54	CH030114, CH030110, CH030112	MS-Oktibbeha
CH-5512-1	5512	A & K Hunting Club Inc	200	CH030628	MS-Noxubee
CH-5513-0	5513	Old Spain Hunting Club	278.57	CH030097	MS-Attala
CH-5514-0	5514	Bee C Hunting Club Inc.	265.9	CH030127, CH030130, CH030125	MS-Oktibbeha, MS-Choctaw
CH-5515-0	5515	Bright Hunting Club	384.28	CH030188	MS-Webster
CH-5516-0	5516	Ball Creek Hunting Club Of Winston Co Inc	263.9	CH030608, CH030222, CH030221, CH030609, CH030607	MS-Choctaw, MS-Winston
CH-5517-2	5517	B & B Conservation League	83	CH030082	MS-Carroll
CH-5518-0	5518	Odells Camp Hunting Club Inc	258.05	CH030038	MS-Montgomery
CH-5519-1	5519	Todd Eaves Lease	277	CH030202	MS-Winston
CH-5520-0	5520	Downing Bayou Hunting Club	244.87	CH030073, CH030584	MS-Attala, MS-Choctaw
CH-5521-1	5521	Community Hunting Club	322	CH030046, CH030039, CH030020	MS-Attala, MS-Montgomery
CH-5522-0	5522	Apple Orchard Hunting Club	240	CH030984, CH030985	MS-Choctaw
CH-5523-0	5523	Paradise Hunting Club	233.49	CH030998	MS-Choctaw
CH-5524-0	5524	Webster Co Double X Hunting Club Inc	222.31	CH030155, CH030166	MS-Webster
CH-5525-1	5525	Ivy Lake Hunting Club	243.74	CH030945	MS-Calhoun

Schedule C - 8

sf-3683812



Hunt Leases
Lease	Serial	Club	Total Acres	Compartments	Counties
CH-5526-1	5526	Turkey Slayer Hunting Club	218.85	CH030170, CH030169	MS-Webster
CH-5527-0	5527	Taylor Creek Hunting Club	215.49	CH030095	MS-Attala
CH-5528-2	5528	H&W Hunting Camp	214
CH-5529-0	5529	Hickory Hunting Club Inc.	214	CH031005	MS-Choctaw
CH-5530-0	5530	Fellowship Hunting Club Inc	209.33	CH030981, CH030983	MS-Choctaw
CH-5531-1	5531	Taylor Hunting Club	246	CH030063, CH030076	MS-Attala
CH-5532-0	5532	Little Topashaw Hunting Club	203	CH030153, CH030147, CH030264	MS-Webster
CH-5533-1	5533	Randy Basden Lease	188	CH030999	MS-Choctaw
CH-5534-0	5534	Circle D Hunting Club Inc	191.42	CH030658	MS-Grenada
CH-5535-0	5535	One Shot Hunting Club Inc	196	CH030599, CH030600	MS-Choctaw
CH-5536-0	5536	Eskridge Hunting Club Inc	191.07	CH030013	MS-Montgomery
CH-5537-0	5537	Northside Hunting Club	178.84	CH030023	MS-Attala
CH-5538-1	5538	Gum Springs Hunting Club Inc	122	CH031006	MS-Choctaw
CH-5539-0	5539	Tibby Conservation Club Inc	181	CH030586, CH030589	MS-Choctaw
CH-5540-0	5540	Whitetail Hunting Club Chickasaw Co.	180.76	CH030963	MS-Chickasaw
CH-5541-1	5541	CHHC Chapel Hill Hunting Club	176	CH030543	MS-Choctaw
CH-5542-2	5542	Hollow Point Hunting Club Of Calhoun County	167	CH030255	MS-Calhoun
CH-5543-1	5543	Robertson Hunting Club Inc	160.12	CH030534	MS-Montgomery
CH-5544-0	5544	Buchanan Ridge Hunting Club	164.14	CH030965	MS-Chickasaw
CH-5545-0	5545	H & G Hunting Club	163	CH030084	MS-Carroll
CH-5546-0	5546	Buck Hill Hunting Club	163	CH030649, CH030647	MS-Yalobusha
CH-5547-0	5547	Holcomb Hunting Club Inc	161.93	CH030051	MS-Grenada, MS-Carroll
CH-5548-1	5548	Pate Lease	161	CH030961	MS-Chickasaw
CH-5549-0	5549	Grandpas' Place	161.25	CH030089, CH030081	MS-Attala
CH-5550-0	5550	Tiny Buck Inc	160.31	CH030964	MS-Chickasaw
CH-5551-0	5551	Block B Hunting Club	160	CH030212	MS-Winston
CH-5552-0	5552	Mill Branch Hunting Club Inc	159.22	CH030104	MS-Attala
CH-5553-0	5553	M & M Hunting Club Of Gore Springs	159	CH030024	MS-Grenada
CH-5554-0	5554	Gum Branch Hunting Club Inc	158.42	CH030198	MS-Winston
CH-5555-0	5555	Old Twelve Hunting Club	155.39	CH030689	MS-Attala
CH-5556-0	5556	4-county Hunting Club Inc	154.69	CH030640	MS-Oktibbeha
CH-5558-0	5558	Wasson Boys Hunting Club Inc	148.66	CH030037	MS-Attala
CH-5559-0	5559	Cow Horn Hunting Club Inc	147.69	CH030220	MS-Winston
CH-5560-0	5560	Frolic Hunting Club Inc.	143	CH030954	MS-Calhoun
CH-5561-0	5561	Sand Creek Hunting Club Inc.	141	CH030559, CH030558	MS-Choctaw
CH-5562-0	5562	Rock Hill Hunting Club	135.41	CH030717	MS-Yalobusha
CH-5563-0	5563	Hebert Hunting Club	133.26	CH030050	MS-Attala
CH-5565-0	5565	Johnson Hunting Club	129.78	CH030109, CH031109	MS-Oktibbeha
CH-5566-0	5566	Keith Hunting Club	129	CH030162	MS-Webster
CH-5568-0	5568	Lucky 10 Hunting Club Inc	123	CH030190, CH030189	MS-Webster
CH-5569-0	5569	Bowlin Hunting Club	122.43	CH030099	MS-Attala

Schedule C - 9

sf-3683812



Hunt Leases
Lease	Serial	Club	Total Acres	Compartments	Counties
CH-5571-0	5571	Gum-branch Hunting Club	178.04	CH030571, CH030197, CH030195	MS-Choctaw, MS-Winston, MS-Oktibbeha
CH-5572-0	5572	Vcb Mad Dash Hunting Club Inc	120.2	CH030602	MS-Choctaw
CH-5574-2	5574	Avery Lease	119	CH030091	MS-Attala
CH-5575-0	5575	Six Mile Creek Hunting Club Inc.	106.97	CH030626	MS-Clay
CH-5576-0	5576	Over Yonder Hunting Club Inc.	237.65	CH030001, CH030703	MS-Montgomery
CH-5577-1	5577	Double E Hunting Club	80	CH030206	MS-Winston
CH-5578-0	5578	Price Family Hunting Club Inc	107.8	CH030106	MS-Attala
CH-5579-1	5579	Reed Creek Hunting Club	108.25	CH030541	MS-Montgomery
CH-5580-0	5580	Big Creek Hunting Club Inc.	511.43	CH030248, CH030249	MS-Calhoun
CH-5583-0	5583	Spikes Hunting Club	86	CH030136	MS-Oktibbeha
CH-5585-0	5585	Red Neck Ridge Hunting Club Inc.	85	CH030096	MS-Carroll
CH-5586-0	5586	Young Sportsmen Inc.	83.95	CH030630	MS-Noxubee
CH-5587-0	5587	Chapel Hill Game Management Llc	83.72	CH030015	MS-Attala
CH-5588-3	5588	Liberty Chapel Hunting Club	82	CH030035	MS-Attala
CH-5590-0	5590	Webster Boys Hunting Club	81	CH030182	MS-Webster
CH-5591-0	5591	Clay County Conservation Club Inc	81.28	CH030620	MS-Clay
CH-5592-0	5592	Sand Hill Hunting Club Inc	80.71	CH030100	MS-Carroll
CH-5593-0	5593	Little Glade Hunting Club Inc.	80	CH030196	MS-Winston
CH-5595-0	5595	Shilo-pisgah Wildlife Mgmt	77.23	CH030648	MS-Yalobusha
CH-5596-0	5596	Okybo Creek Hunting Club Inc	76.88	CH030690	MS-Attala
CH-5597-0	5597	Sand Road Hunting Club Inc.	74.07	CH030698	MS-Attala
CH-5598-1	5598	Still Hunters Inc.	32	CH030634	MS-Winston
CH-5599-0	5599	Bobby Edwards	68.17	CH030048	MS-Attala
CH-5600-0	5600	Four Forks Hunting Club Inc	67	CH030711	MS-Montgomery
CH-5602-2	5602	BUOD Hunting Club	60	CH030209	MS-Winston
CH-5605-1	5605	Lobutcha Hunting Club	65.71	CH030086, CH030105	MS-Attala
CH-5607-1	5607	C and C Hunting Club	39	CH030536	MS-Montgomery
CH-5609-0	5609	Choctaw Managed Area Hunting Club Inc	39.82	CH030982	MS-Choctaw
CH-5611-1	5611	BR Hunting Club	37.5	CH030224	MS-Oktibbeha, MS-Choctaw
CH-5612-0	5612	Eight Point Hunting Club	36	CH030718	MS-Yalobusha
CH-5613-1	5613	Jeff Dixon Lease	29
CH-5614-0	5614	J & J Hunting Club	15.91	CH030562	MS-Choctaw
CH-6233-0	6233	McFarland Hunting Club	282.54	CH030978	MS-Choctaw
CH-6280-0	6280	Don Sisson	202.05	CH030215, CH030216	MS-Winston
CH-6335-1	6335	Kimbrough Lease	236	CH030539	MS-Grenada
CH-6519-0	6519	Buck Killer Hunting Club	425.08	CH030137	MS-Oktibbeha
CH-6523-0	6523	Pine Knot Hunting Club	522.07	CH030651	MS-Montgomery
CH-6532-0	6532	Gore Springs Hunting Club	197.68	CH030042	MS-Grenada
CH-6536-0	6536	Keith Box Hunting Club	128.02	CH030569	MS-Choctaw
CH-6543-0	6543	Neighbors Hunting Club	154.96	CH030557	MS-Choctaw
CH-6546-0	6546	John Draper	382.23	CH030591	MS-Choctaw

Schedule C - 10

sf-3683812



Hunt Leases
Lease	Serial	Club	Total Acres	Compartments	Counties
CH-6547-0	6547	Bowie Hunting Club	179.1
CH-6565-1	6565	Peterson Hunting Club	117	CH030210	MS-Winston
CH-6622-2	6622	M and M Hunting Club	49	CH030164	MS-Webster
CH-6742-1	6742	Griffin Lease	212.3	CH030106	MS-Attala
CH-6744-1	6744	Atkinson Hunting Club	251	CH030716	MS-Attala
CH-6746-1	6746	Olive Branch Hunting Club	136.46	CH030694	MS-Attala
CH-6747-1	6747	Chapel Hill Game Management Llc	79.86	CH030009	MS-Attala
CH-6748-1	6748	PRCB Hunting Club	79.32	CH030065	MS-Attala
CH-6750-1	6750	Mike and Kathy McCollum	76.67	CH030532	MS-Attala
CH-6751-4	6751	Crosswinds Hunting Camp	177	CH030671	MS-Attala
CH-6752-1	6752	R & H Hunt Club	63.25	CH030080	MS-Attala
CH-6755-1	6755	Community Hunting Club	163.79	CH030043	MS-Attala
CH-6759-0	6759	Charles Smith Hunting Club	397.19	CH030213	MS-Winston
CH-6760-1	6760	BUOD Hunting Club	40	CH030194	MS-Winston
CH-6766-1	6766	BR Hunting Club	64.57	CH030603	MS-Choctaw
CH-6768-1	6768	H&W Hunting Camp	63.39
CH-6770-1	6770	Crawford Lease	41.46	CH030126	MS-Oktibbeha
CH-6771-3	6771	Clear Springs Hunt Club	93	CH030108	MS-Oktibbeha
CH-6772-1	6772	Johnson Hunting Club	196.67	CH030638	MS-Oktibbeha
CH-6773-1	6773	Douglastown Hunting Club	41.7	CH030639	MS-Oktibbeha
CH-6779-2	6779	M&M Hunting Club	20	CH030980	MS-Choctaw
CH-6781-0	6781	McFarland Hunting Club	64.17	CH030987	MS-Choctaw
CH-6783-0	6783	R and R Hunting Club	505.1	CH030545	MS-Choctaw
CH-6785-1	6785	Lucky's Big Buck club	54.31	CH030612	MS-Choctaw
CH-6788-2	6788	Stricklin Hunting Club	63.01	CH030583	MS-Choctaw
CH-6789-1	6789	Long Hunting Club	44.78	CH030585	MS-Choctaw
CH-6790-1	6790	H&W Hunting Camp	41.01
CH-6791-1	6791	Stewart Hunting Club	40.3	CH030547	MS-Choctaw
CH-6792-0	6792	Oak Ridge Hunting Club	239.82	CH030572, CH030575, CH030573	MS-Choctaw
CH-6795-1	6795	Harry Bryant Lease	144.84	CH030262	MS-Choctaw
CH-6797-2	6797	Harry Bryant Lease	113	CH030261	MS-Choctaw
CH-6798-1	6798	Jeff Dixon Lease	57.43	CH030556	MS-Choctaw
CH-6799-1	6799	Curtis Creek Hunting Club	75.79	CH030565	MS-Choctaw
CH-6802-1	6802	Enon Hunting Club	80.21	CH030622	MS-Clay
CH-6807-2	6807	Crossroads Pines Hunting Club	134	CH030139	MS-Pontotoc
CH-6822-1	6822	Big E Hunting Club	125	CH030103	MS-Carroll
CH-6827-2	6827	Pine Ridge Hunt Club	160	CH030672	MS-Grenada
CH-6832-2	6832	Hamblin Hunting Club	167	CH030530, CH030028	MS-Grenada
CH-6839-0	6839	Sexton Hunting Club	148.99	CH030660	MS-Yalobusha
CH-6848-2	6848	Cal-Chic Hunting Club	119	CH030972, CH030973	MS-Chickasaw
CH-6850-1	6850	Enon Hunting Club	77.95	CH030968	MS-Chickasaw
CH-6852-1	6852	Quail Ridge Hunting Club	120	CH030263	MS-Webster
CH-6855-1	6855	Shady Grove Hunting Club	73.06	CH030184	MS-Webster
CH-6856-1	6856	PRCB Hunting Club	72	CH030176	MS-Webster

Schedule C - 11

sf-3683812



Hunt Leases
Lease	Serial	Club	Total Acres	Compartments	Counties
CH-6857-0	6857	CSA Hunting Club	197.56	CH030174	MS-Webster
CH-6858-1	6858	MSDB Hunting Club	79.9	CH030163	MS-Webster
CH-6859-2	6859	Williamson Lease	200	CH030267	MS-Webster
CH-6863-2	6863	T & L Hunting Club	493	CH030161	MS-Webster
CH-6864-3	6864	PRCB Hunting Club	374	CH030159	MS-Webster
CH-6867-1	6867	Rock Hill Hunting Club	110.78	CH030269	MS-Webster
CH-6872-4	6872	Booger Den Hunting Club	764	CH030144, CH030271, CH030265, CH030150	MS-Webster
CH-6875-0	6875	Pac Hunting Club	316.24	CH030227, CH030947, CH030256	MS-Calhoun
CH-6877-0	6877	High Country Hunting Club	173.75	CH030230	MS-Calhoun
CH-6883-1	6883	Dale Reynolds Lease	206	CH030243, CH030244	MS-Calhoun
CH-6886-2	6886	Gilbert Denley Lease	159	CH030955	MS-Calhoun
CH-6890-1	6890	BR Hunting Club	35.65	CH030223	MS-Calhoun
CH-6891-1	6891	BR Hunting Club	36.05	CH030242	MS-Calhoun
CH-6898-0	6898	Cane Creek Hunting Club	451.05	CH030233, CH030232	MS-Calhoun
CH-6899-1	6899	Joshua Gunter Hunting Club	48.18	CH030582	MS-Choctaw
CH-6938-0	6938	Coleman Sanders	76.38	CH030087	MS-Attala
CH-6943-1	6943	Beck Hunting Club	20.64	CH030173	MS-Webster
CH-6949-0	6949	CR 68 Brotherhood	1029.77	CH030953, CH030974	MS-Calhoun
CH-6951-0	6951	Boyd Creek Hunting Club	274.09	CH030562	MS-Choctaw
CH-6962-2	6962	Lucky's Big Buck club	123	CH030548	MS-Choctaw
CH-6964-2	6964	A & M Hunting Club	203
CH-7004-3	7004	Fire Tower Hunting Club	262	CH030615	MS-Clay
CH-7008-0	7008	Rodgers Hunting Club	381.79	CH030047	MS-Carroll
CH-7012-2	7012	JDR Lease	207	CH030554, CH030546	MS-Choctaw
CH-7020-1	7020	Pruitt Hunting Club	43.29	CH031001	MS-Choctaw
CH-7053-0	7053	Community Hunting Club	39.25	CH030004	MS-Attala
CH-7068-0	7068	Zero Kennels Club	271.87	CH030667, CH030011	MS-Grenada
CH-11020-2	11020	Stewart's Gataway	61	CH031003	MS-Choctaw
CH-11021-0	11021	Kelly Lovorn Hunting Club	40	CH030253	MS-Calhoun
CH-11024-0	11024	BR Hunting Club	36	CH030625	MS-Clay
CH-11027-0	11027	John Patterson Lease	82	CH030540	MS-Carroll
CH-11029-0	11029	Booth Lake Hunting Club	71	CH030007	MS-Carroll
CH-11049-0	11049	Rutherford Hunting Club	104	CH030971	MS-Chickasaw
CH-11054-0	11054	Michael Burnum Lease	131
CH-11124-0	11124	A & M Hunting Club	171	CH030605	MS-Choctaw
CH-11130-0	11130	Bubba Rawles Lease	121	CH030699	MS-Carroll
CR-2851-1	2851	Emerson Hill Hunting Club	327	CR030498	AR-Calhoun
CR-2880-1	2880	S and B Hunting Club	638.12	CR030414, CR030412	AR-Ashley
CR-5615-1	5615	Arkansas Game & Fish Commission	16377.1	CR030436, CR030431, CR030435, CR030427, CR030432, CR030434, CR030430, CR030425, CR030437, CR030426, CR030438, CR030433, CR030607, CR030608, CR030648, CR030612	AR-Drew, AR-Ashley, AR-Bradley

Schedule C - 12

sf-3683812



Hunt Leases
Lease	Serial	Club	Total Acres	Compartments	Counties
CR-5616-0	5616	Word Deer Camp	3125.32	CR030507, CR030450, CR030451, CR030506, CR030510	AR-Cleveland, AR-Bradley
CR-5617-0	5617	Eubanks Hunting Club	1787.54	CR030429, CR030431, CR030430, CR030428, CR030422	AR-Drew
CR-5618-0	5618	The Bozeman Deer Camp	1343.34	CR030532, CR030409, CR030407	AR-Ashley
CR-5619-0	5619	Brown's Creek Hunting Club Inc	1900.53
CR-5619-1	5619	Brown's Creek Hunting Club Inc	1649	CR030430, CR030428, CR030429	AR-Drew
CR-5620-0	5620	Wilson New Hope Club Inc.	2072.69	CR030530, CR030422, CR030611, CR030428, CR030429, CR030431	AR-Drew
CR-5621-0	5621	Mist Camp Inc	1371.81	CR030410	AR-Ashley
CR-5622-0	5622	Red Hill Hunting Club Inc Of Ashley County	1597.61	CR030600, CR030406	AR-Ashley
CR-5623-2	5623	Wilmar Hunting Club	1944	CR030419	AR-Drew
CR-5624-1	5624	Cagle Springs Hunting Club Inc.	547	CR030477, CR030475, CR030474	AR-Calhoun
CR-5625-1	5625	John H Martin Hunting Club Inc	1408	CR030412, CR030413, CR030414	AR-Ashley
CR-5626-1	5626	Tinsman Hunting Club Inc	322	CR030471	AR-Calhoun
CR-5628-0	5628	Cochran Hunting Club Inc	1545.74	CR030413, CR030414	AR-Ashley
CR-5629-0	5629	Morgan Hunting Club Inc	1224.83	CR030510, CR030513, CR030512	AR-Cleveland
CR-5630-1	5630	Poreboy Hunting Club Inc	1448	CR030532, CR030409	AR-Ashley
CR-5631-0	5631	Post Hunting Club Inc	1490.6	CR030449	AR-Cleveland
CR-5632-0	5632	Hay Tie 75 Club Inc.	1415	CR030454, CR030453, CR030457	AR-Calhoun
CR-5633-0	5633	Chester & Arnold Hunting Club Inc.	1402	CR030474, CR030475	AR-Calhoun
CR-5634-0	5634	Smith Chapel Deer Club	1395	CR030449	AR-Cleveland
CR-5636-0	5636	Seamans Hunting Club Inc	1252.69	CR030439	AR-Ashley
CR-5637-0	5637	Tri-County Hunting Club	1260.99	CR030464, CR030462	AR-Calhoun
CR-5638-0	5638	S & H Hunting Club Inc.	1241.81	CR030513, CR030488, CR030510	AR-Cleveland, AR-Bradley
CR-5639-0	5639	Shaver-daugherty Hunting Club Inc	1215.87	CR030428	AR-Drew
CR-5640-0	5640	Thurman Deer Camp	1418.68	CR030600, CR030406	AR-Ashley
CR-5641-0	5641	Carter-stephens Hunting Club Inc	961.79	CR030600	AR-Ashley
CR-5642-0	5642	H E Deer Camp & Hunting Club Inc	961	CR030414, CR030415	AR-Ashley
CR-5643-0	5643	Moosehead Hunting Club	468.62	CR030532, CR030412	AR-Ashley
CR-5644-1	5644	Ponderosa Pine Hunting Club Inc	409	CR030416, CR030407	AR-Ashley
CR-5645-1	5645	Jack's Creek Hunting Club Inc	751	CR030480, CR030481, CR030477	AR-Calhoun
CR-5647-0	5647	Bates & Roberts Camp Inc	890.68	CR030440	AR-Ashley
CR-5648-0	5648	Drew County W-W Hunting Club Inc	924.76	CR030425, CR030428	AR-Drew, AR-Ashley
CR-5649-0	5649	B B Sullivan Hunting Club Inc	788.09	CR030440	AR-Ashley
CR-5650-0	5650	Rhodes Hunting Club Inc	761.29	CR030431	AR-Drew
CR-5651-1	5651	Mann Brothers Hunting Club	64	CR030625	AR-Bradley
CR-5652-1	5652	Bng Hunting Club	279
CR-5652-2	5652	Bng Hunting Club	217	CR030464	AR-Calhoun
CR-5653-0	5653	Daugherty's Hunting Club Inc	734.13	CR030428, CR030424, CR030422	AR-Drew
CR-5654-0	5654	Bryant Hunting Club Inc	727	CR030510	AR-Cleveland
CR-5655-0	5655	Gates Hunting Club Inc	681.61	CR030415, CR030602, CR030410	AR-Ashley

Schedule C - 13

sf-3683812



Hunt Leases
Lease	Serial	Club	Total Acres	Compartments	Counties
CR-5656-0	5656	Fatboy Hunting Club	680	CR030438, CR030426	AR-Ashley
CR-5657-2	5657	Burnside Hunting Lease	492	CR030439	AR-Ashley
CR-5658-0	5658	Taylor Hunting Club, Inc.	669	CR030419	AR-Drew, AR-Bradley
CR-5659-0	5659	Lee Kelley Hunting Club Inc	644.06	CR030440	AR-Ashley
CR-5660-0	5660	Laws Hunting Club Inc	670.81	CR030474, CR030471	AR-Calhoun
CR-5661-0	5661	Mccraney Hunting Club Inc.	610.56	CR030513, CR030515	AR-Cleveland
CR-5662-0	5662	Cabot Hunting Club Inc	569.43	CR030410, CR030532	AR-Ashley
CR-5663-0	5663	East District Hunting Club Inc	575.68	CR030412	AR-Ashley
CR-5664-0	5664	Knowles & White Hunting Club Inc	583.22	CR030430, CR030648	AR-Drew
CR-5665-0	5665	I. B. Hunting Club Inc	584	CR030418	AR-Cleveland, AR-Bradley
CR-5666-0	5666	Winstead Hunting Club	500.67	CR030419	AR-Drew
CR-5667-1	5667	B & F Hunting Club Inc	535.06	CR030413, CR030601	AR-Ashley
CR-5668-0	5668	E & H Hunting Club Inc	560.14	CR030426, CR030603, CR030605	AR-Ashley
CR-5669-0	5669	The Moro Bottoms Hunting Club Inc.	578.54	CR030452	AR-Calhoun
CR-5670-0	5670	Denton Hunting Club	617.49	CR030451, CR030508, CR030507	AR-Cleveland, AR-Bradley
CR-5671-1	5671	Saline Hunting Club Inc	812	CR030639, CR030524, CR030527, CR030528, CR030449	AR-Cleveland
CR-5672-0	5672	Longview Hunting Club Inc	548.11	CR030603, CR030426, CR030604	AR-Ashley
CR-5673-0	5673	Gee Hunting Club Inc	524.07	CR030413	AR-Ashley
CR-5675-0	5675	Adcock Hunting Club Inc.	505.2	CR030431, CR030432	AR-Drew
CR-5676-0	5676	O V Hunting Club Inc	505.91	CR030636, CR030449, CR030638	AR-Cleveland
CR-5677-0	5677	North Lacey Hunting Club Inc	497.1	CR030424	AR-Drew
CR-5679-0	5679	Dewey Brandon Hunting Club Inc	507	CR030464, CR030463	AR-Calhoun
CR-5680-2	5680	Reep Hunting Club	375	CR030500	AR-Bradley, AR-Cleveland
CR-5682-0	5682	Pine Wood Hunting Camp Inc	472.42	CR030488	AR-Bradley
CR-5683-0	5683	Bob's Hunting Club Inc.	483.33	CR030449, CR030520	AR-Cleveland
CR-5684-0	5684	Barney Allison Hunting Club Inc	458.05	CR030413	AR-Ashley
CR-5685-0	5685	Lacey Hunting Club Inc.	436.47	CR030428, CR030425	AR-Drew
CR-5686-0	5686	The Family Club	446.8	CR030452	AR-Calhoun
CR-5687-0	5687	B & C Hunting Club Inc	421.29	CR030413	AR-Ashley
CR-5688-0	5688	Marks & Broughton Hunting Club	434.78	CR030514, CR030513	AR-Cleveland
CR-5689-0	5689	Circle B Hunting Club Inc.	417	CR030513, CR030514, CR030516	AR-Cleveland, AR-Bradley
CR-5690-1	5690	Honeysuckle Hunting Club Inc	261	CR030452	AR-Calhoun
CR-5691-0	5691	Haley Creek Hunting Club Inc	391.19	CR030410	AR-Ashley
CR-5692-0	5692	Ponderosa Hunting Club Inc	363.29	CR030610, CR030422	AR-Drew
CR-5693-0	5693	Back Door Hunting Club	341.33	CR030501	AR-Cleveland
CR-5694-0	5694	Mt. Elba Hunting Club Inc	339.02	CR030522	AR-Cleveland
CR-5695-0	5695	Buck's Inc	316.48	CR030414	AR-Ashley
CR-5697-0	5697	Corinth Hunting Club Inc	301.65	CR030612, CR030613	AR-Bradley
CR-5698-1	5698	Arkansas Woodsman Club, Inc.	132	CR030481, CR030475	AR-Calhoun

Schedule C - 14

sf-3683812



Hunt Leases
Lease	Serial	Club	Total Acres	Compartments	Counties
CR-5699-0	5699	John Wallace Deer Camp Inc	275	CR030411, CR030410	AR-Ashley
CR-5700-1	5700	E & E Hunting Club Inc.	119.85	CR030502, CR030449	AR-Cleveland
CR-5701-0	5701	Big Boy's Hunting Club	266.67	CR030413	AR-Ashley
CR-5702-1	5702	B & C Hunting Club Inc	258	CR030413	AR-Ashley
CR-5703-0	5703	L C Hunting Club, Inc.	255.44	CR030407, CR030532	AR-Ashley
CR-5704-0	5704	Resident Hunting Club	257.62	CR030647, CR030616	AR-Bradley
CR-5705-0	5705	Southern Tram Hunting Club Inc.	261.02	CR030501	AR-Cleveland
CR-5706-1	5706	Atkins & Noble Hunting Club Inc	81	CR030410, CR030415	AR-Ashley
CR-5707-0	5707	Crain & Carroll Hunting Club Inc	256.05	CR030635, CR030520, CR030634	AR-Cleveland
CR-5708-0	5708	S & S Hunting Club	205.15	CR030411	AR-Ashley
CR-5710-0	5710	Rob Jones Hunting Club Inc	232.7	CR030425, CR030606	AR-Drew
CR-5712-0	5712	Triple "k" Hunting Club Inc	239	CR030449	AR-Cleveland
CR-5713-1	5713	Guy Williams Hunting Club Inc	69	CR030475	AR-Calhoun
CR-5714-0	5714	Land Camp Hunting Club Inc	221.86	CR030426	AR-Ashley
CR-5715-0	5715	Hudgin's Creek Hunting Club Inc.	216.34	CR030419	AR-Drew
CR-5717-0	5717	Crane Lake Hunting Club Inc.	223.32	CR030634, CR030633	AR-Cleveland
CR-5718-0	5718	Greenwood Hunting Club	209.27	CR030423	AR-Drew
CR-5719-0	5719	Honest Hunting Club Inc	227.6	CR030464	AR-Calhoun
CR-5720-0	5720	J & J Martin Hunting Club Inc	197.39	CR030440, CR030441	AR-Ashley
CR-5721-0	5721	G L & M Club	203	CR030506, CR030507	AR-Cleveland, AR-Bradley
CR-5722-0	5722	Skender One Hunting Club	191.84	CR030413	AR-Ashley
CR-5723-0	5723	Skender Hunting Club	191.62	CR030413	AR-Ashley
CR-5724-0	5724	White-stone Hunting Club Inc	186.29	CR030496, CR030626	AR-Bradley
CR-5726-0	5726	Nea Hunting Club Inc.	181.43	CR030449	AR-Cleveland
CR-5727-0	5727	Wilson Hunting Club	177.55	CR030449	AR-Cleveland
CR-5728-0	5728	L & W Hunting Club	161	CR030449	AR-Cleveland
CR-5730-0	5730	Swaygo Hunting Club	158.69	CR030526	AR-Cleveland
CR-5731-0	5731	Jones & Swinney Hunting Club Inc.	151.7	CR030500, CR030652	AR-Bradley
CR-5733-0	5733	Dodson Deer Camp	130.03	CR030600, CR030406	AR-Ashley
CR-5734-0	5734	New Edinburg "y" Hunting Club	134.39	CR030511	AR-Cleveland
CR-5735-0	5735	Barnett Hunting Club	130	CR030436, CR030425	AR-Drew
CR-5736-0	5736	Double L Hunting Club Inc	129.15	CR030617	AR-Bradley
CR-5737-3	5737	Genesis 27-3 Hunting Club	283	CR030415, CR030410	AR-Ashley
CR-5738-1	5738	McHarmony Hunting Club Inc.	121	CR030417	AR-Cleveland
CR-5739-0	5739	Big Buck Town South Hunting Club	123	CR030460, CR030461	AR-Calhoun
CR-5740-0	5740	Grice Hunting Club	119	CR030504	AR-Bradley
CR-5742-0	5742	Hopewell Deer Club	110.63	CR030514, CR030505, CR030516	AR-Cleveland, AR-Bradley
CR-5743-0	5743	Berea Hunting Lodge Inc.	97.43	CR030440	AR-Ashley
CR-5744-1	5744	Jordan/Withers Properties	93.47
CR-5745-0	5745	West Mt Elba Hunting Club Inc	95.5	CR030449	AR-Cleveland
CR-5747-0	5747	L & H Hunting Club Inc.	90.45	CR030419	AR-Drew
CR-5749-0	5749	Triple T Camp	81.84	CR030505	AR-Bradley

Schedule C - 15

sf-3683812



Hunt Leases
Lease	Serial	Club	Total Acres	Compartments	Counties
CR-5751-0	5751	Tchemanahaut Hunting Club	80	CR030441	AR-Ashley
CR-5752-0	5752	Langford Hunting Club	83	CR030636	AR-Cleveland
CR-5753-0	5753	L & S Hunting Club Inc.	80.63	CR030609	AR-Drew
CR-5755-0	5755	Mcmurry Deer Camp	80.12	CR030631	AR-Bradley
CR-5756-0	5756	Livingston-marks Hunting Club Inc	82	CR030636, CR030637	AR-Cleveland
CR-5757-0	5757	Sawyer & Sons Hunting Club Inc	77.82	CR030413	AR-Ashley
CR-5758-0	5758	Ponderosa Wilderness Club Inc.	78.92	CR030630	AR-Bradley
CR-5759-0	5759	Hogskin Hunting Club	77.69	CR030467, CR030473	AR-Calhoun
CR-5760-0	5760	Pino Hunting Club	79.4	CR030640	AR-Cleveland
CR-5761-0	5761	Aaron Brandon's Hunting Club Inc	76.95	CR030442	AR-Calhoun
CR-5762-1	5762	Clary Camp	77	CR030517	AR-Cleveland
CR-5763-0	5763	McHarmony Hunting Club Inc.	71.93	CR030417	AR-Cleveland
CR-5764-0	5764	Circle Parkman & Noble	68.61	CR030517, CR030449	AR-Cleveland
CR-5767-0	5767	Wahl Branch Hunting Club Inc	42.13	CR030619	AR-Bradley
CR-5768-0	5768	Hargrave & Kelley Deer Camp	38.34	CR030627	AR-Bradley
CR-5769-0	5769	Trm Hunting Club Inc	40.1	CR030618	AR-Bradley
CR-5770-0	5770	Whiteway Hunting Club Inc.	40.49	CR030644	AR-Calhoun
CR-5771-0	5771	3006 Club	40.06	CR030646	AR-Cleveland
CR-5773-0	5773	Harrell Hunting Club Inc.	26.88	CR030480	AR-Calhoun
CR-6454-1	6454	Reese Hunting Club Inc	163.57	CR030452	AR-Calhoun
CR-6458-0	6458	Bayou Hunting Club	310.18	CR030431, CR030432, CR030422	AR-Drew
CR-6530-1	6530	D and D Hunting Club	71	CR030614	AR-Bradley
CR-6562-0	6562	Donaldson Hunting Club	920.12	CR030431, CR030422, CR030432	AR-Drew
CR-6613-1	6613	MAC Hunting Club	20	CR030478	AR-Calhoun
CR-6917-1	6917	Murphy Family Hunting Club	143	CR030415, CR030414	AR-Ashley
CR-6955-0	6955	Tate Road Hunting Club	410.61	CR030449	AR-Cleveland
CR-6998-0	6998	Hyatt Hunting Club	341.97
CR-6998-1	6998	Hyatt Hunting Club	601	CR030428, CR030429	AR-Drew
CR-6999-3	6999	Watt's Hunting Lease	220	CR030532, CR030412	AR-Ashley
CR-7013-2	7013	Pleasant Grove Hunting Club	901	CR030407, CR030532, CR030416, CR030409	AR-Ashley
CR-7055-0	7055	M3 Hunting Club	131.26	CR030414, CR030413	AR-Ashley
CR-7058-0	7058	Willard Hunting Club	79.16	CR030414	AR-Ashley
CR-11013-1	11013	M3 Hunting Club	160	CR030502	AR-Cleveland
CR-11016-1	11016	S and B Hunting Club	249	CR030532, CR030412, CR030409	AR-Ashley
CR-11017-0	11017	L n L Hunting Club	505	CR030416, CR030407	AR-Ashley
CR-11022-0	11022	Triple E Hunting Club	164	CR030410	AR-Ashley
CR-11033-0	11033	Moss Back Hunting Club	117	CR030500	AR-Bradley
CR-11043-0	11043	Barry Pearson	164	CR030439	AR-Ashley
CR-11133-0	11133	6/J Primitive Hunting Club	795	CR030439, CR030440	AR-Ashley
KI-2879-2	2879	The Blue Crew Hunting Club	452	KI030905	OK-Pushmataha
KI-5775-1	5775	Little Ponderosa Hunting Club	9418	KI030910, KI030276	OK-Pushmataha
KI-5776-0	5776	Horns & Thorns Ltd	5984.07	KI030916	OK-Pushmataha
KI-5777-0	5777	Possum Creek Hunting Club	5384.84	KI030915	OK-Pushmataha

Schedule C - 16

sf-3683812



Hunt Leases
Lease	Serial	Club	Total Acres	Compartments	Counties
KI-5778-0	5778	Sobol Tower Hunting Club	3139.25	KI030900, KI030899	OK-Choctaw
KI-5779-0	5779	Fobb Ridge Hunting Association	2280.92	KI030910	OK-Pushmataha
KI-5780-1	5780	Kiamichi Hunt Club	2271.94	KI030915	OK-Pushmataha
KI-5781-0	5781	Blue Line Hunting Club	2110.42	KI030276	OK-Pushmataha
KI-5782-0	5782	Little River Social Club	1769.37	KI030905	OK-Pushmataha
KI-5783-0	5783	Fish Creek Hunting Club	1860.86	KI030905	OK-Pushmataha
KI-5784-0	5784	Colbert Hunting Club	1820.99	KI030276	OK-Pushmataha
KI-5785-3	5785	Brick Hunting Club	1455	KI030915, KI030922	OK-Pushmataha
KI-5786-0	5786	Blackjack Hunters Association	1658.57	KI030905	OK-Pushmataha
KI-5787-0	5787	Broken Arrow Hunt Club	1379.72	KI030276	OK-Pushmataha
KI-5789-0	5789	Hang 'em High Hunting Club	1108.81	KI030915	OK-Pushmataha
KI-5790-0	5790	Whitetail Warrior Hunting Club	1315.56	KI030915	OK-Pushmataha
KI-5791-0	5791	Trails End Hunting Club	681.62	KI030907, KI030920	OK-Pushmataha
KI-5792-0	5792	Hairrell Hunting Club	1074.17	KI030276	OK-Pushmataha
KI-5793-0	5793	M N & N Inc	1067.7	KI030910	OK-Pushmataha, OK-Atoka
KI-5794-0	5794	Robinson Hollow Hunting Club	1055.79	KI030915	OK-Pushmataha
KI-5796-0	5796	Buddies Too Hunting Club Inc	654.82	KI030905	OK-Pushmataha
KI-5797-0	5797	Circle T Hunting Club	949.8	KI030915	OK-Pushmataha
KI-5798-0	5798	Buffalo Creek Hunting Club	949.03	KI030910	OK-Pushmataha
KI-5799-0	5799	One Buck At A Time Club	1241.2	KI030915	OK-Pushmataha
KI-5800-0	5800	Wall's Hunting Club	458.85	KI030905	OK-Pushmataha
KI-5801-0	5801	Mill Creek Hunting Club	905.97	KI030905	OK-Pushmataha
KI-5802-0	5802	Sdhc	848.7	KI030920, KI030915	OK-Pushmataha
KI-5803-1	5803	Two Dogs Hunting Club	830	KI030917	OK-Pushmataha
KI-5805-1	5805	Team Billy Hunt Club	515.23	KI030915	OK-Pushmataha
KI-5806-1	5806	Pine Creek Mountain Club	749	KI030910	OK-Pushmataha
KI-5807-0	5807	The Wolf Pack Hunting Club	1184.89	KI030917	OK-Pushmataha
KI-5808-0	5808	Wildcat Mountain Hunting Club Inc	728.08	KI030910	OK-Pushmataha
KI-5809-0	5809	B & B Hunting Club	1851.42	KI030276	OK-Pushmataha
KI-5811-0	5811	Marble Creek Rod & Gun Club	666.22	KI030910	OK-Pushmataha
KI-5813-1	5813	Peavy Creek Hunting Club	627	KI030276	OK-Pushmataha
KI-5814-0	5814	Red Hawk Hunting Club	956.39	KI030910	OK-Pushmataha
KI-5816-0	5816	Hillbilly Hunters Association	583.19	KI030916	OK-Pushmataha
KI-5822-0	5822	G & G Hunting Club	528.24	KI030276	OK-Pushmataha
KI-5823-0	5823	Salt Lick Hunting Club	504.99	KI030910	OK-Pushmataha
KI-5825-0	5825	Econtuchka Hunt Club	468	KI030276	OK-Pushmataha
KI-5831-0	5831	Sam Davis Hunting Club	270.85	KI030900	OK-Choctaw
KI-5832-0	5832	Tram Hunting Club	267.89	KI030901	OK-Choctaw
KI-5839-0	5839	Clay Hunting Club	21.8	KI030915, KI030922	OK-Pushmataha
KI-5840-0	5840	Caney Creek Hunting Club	1205.9	KI030917	OK-Pushmataha
KI-6473-0	6473	Jim Barker	404.77	KI030898	OK-Choctaw
KI-6533-1	6533	Duncan Lease	429.19	KI030907	OK-Pushmataha
KI-6534-2	6534	Wingfield Hunting Club	1487	KI030905	OK-Pushmataha

Schedule C - 17

sf-3683812



Hunt Leases
Lease	Serial	Club	Total Acres	Compartments	Counties
KI-6538-0	6538	Crumb Creek Hunting Club	2273.86	KI030276	OK-Pushmataha
KI-6567-0	6567	Vandever Plus 3 Hunting Club	78.67	KI030900	OK-Pushmataha
KI-6590-1	6590	Five Point Hunting Club I	94.48	KI030900	OK-Choctaw
KI-6592-2	6592	Kenneth Wesley Lease	497	KI030900	OK-Pushmataha, OK-Choctaw
KI-6593-1	6593	Oklahoma Department of Wildlife Conservation	569	KI030912, KI030919	OK-Pushmataha
KI-6600-0	6600	Box L Huning Lease	136.88	KI030913	OK-Pushmataha
KI-6601-1	6601	Alexander Trail Hunting Club	239.69	KI030904	OK-Pushmataha
KI-6604-1	6604	Team Billy Hunt Club	447	KI030915	OK-Pushmataha
KI-6937-0	6937	Big D Hunting Club	686.81	KI030915	OK-Pushmataha
KI-6967-0	6967	Outback Hunting Club	447.95	KI030915	OK-Pushmataha
KI-6969-1	6969	Spring Creek Hunting Club	1070.79	KI030276	OK-Pushmataha
KI-7051-1	7051	Kirk Casper Hunt Club	173	KI030915, KI030922	OK-Pushmataha
KI-7057-3	7057	West Fork Hunting Club	5603	KI030920, KI030915	OK-Pushmataha
OU-2883-1	2883	Wesley Thompson Lease	82.83	OU030871	OK-Mccurtain
OU-2890-0	2890	Oklahoma Department of Wildlife Conservation	21465.18	OU030856, OU030836, OU030831, OU030838, OU030830, OU030841, OU030834, OU030850, OU030852, OU030854, OU030857, OU030863, OU030845, OU030864, OU030847, OU030858, OU030853, OU030839, OU030846, OU030890, OU030842, OU030867, OU030848, OU030851, OU030870, OU030897, OU030866, OU030972, OU030832, OU030273, OU030828, OU030872, OU030859, OU030861, OU030833, OU030843, OU030835	OK-Mccurtain, OK-Le Flore
OU-5841-0	5841	Six Mile Hunting Club Inc	2493.98	OU030883, OU030881	AR-Polk
OU-5842-0	5842	Mena Hunting Club	1111	OU030885, OU030889	AR-Polk
OU-5843-0	5843	Fairless Hunting Club Inc	984.05	OU030893	AR-Polk
OU-5844-0	5844	Slate Creek Hunting Club Inc	843.11	OU030882, OU030874	AR-Polk
OU-5845-0	5845	Tall Peak Hunting Club Inc	737.66	OU030883	AR-Polk
OU-5846-0	5846	Teakettle Hunting Club	1268.25	OU030892, OU030888	AR-Polk
OU-5847-0	5847	Vandervoort Local Bunch Inc	774.29	OU030879, OU030880	AR-Polk
OU-5848-0	5848	Bailey Hunting Club	554.99	OU030883	AR-Polk
OU-5849-0	5849	O & R Hunting Club Inc	504.09	OU030893	AR-Polk
OU-5850-0	5850	Horns & Hounds Hunting Club Inc	305.01	OU030886	AR-Polk
OU-5851-2	5851	Wilderness Hunt Club	118	OU030275	AR-Polk
OU-5852-0	5852	Barfield's Hunting Club	201.02	OU030895	AR-Sevier
OU-5853-0	5853	No Guarantees Hunting Club	160	OU030877	AR-Polk
OU-5854-0	5854	Bill Barrett Deer Camp Inc	155.81	OU030898	AR-Polk
OU-5855-0	5855	Buffalo Creek Hunting Club, Inc.	113.11	OU030879	AR-Polk
OU-5856-0	5856	Twin Pine's Hunting Club	92.98	OU030879	AR-Polk
OU-6356-0	6356	Buckeye Mtn Hunting Club	547.92	OU030860	OK-Mccurtain
OU-6549-0	6549	Otter Creek Hunting Club	765.75	OU030865, OU030868	OK-Mccurtain
OU-6550-0	6550	Pine Mt. Springs Hunting Club	316.57	OU030862	OK-Mccurtain

Schedule C - 18

sf-3683812



Hunt Leases
Lease	Serial	Club	Total Acres	Compartments	Counties
OU-6551-0	6551	Bull Creek Country Club	559.41	OU030860, OU030869, OU030855, OU030868	OK-Mccurtain
OU-6552-2	6552	Brushy Creek Boys	932	OU030860	OK-Mccurtain
OU-6554-0	6554	Joe Mccown Hunting Club	50.51	OU030840	OK-Mccurtain
OU-6555-0	6555	Walnut Ridge Hunting Club	881.13	OU030871, OU030840	OK-Mccurtain
OU-6556-0	6556	Five S Hunting Club	154.61	OU030871	OK-Mccurtain
OU-6557-0	6557	Amos Dixon Hunting Club	182.01	OU030896	OK-Mccurtain
OU-6628-1	6628	Steve Olive Lease	79.36	OU030894	AR-Polk
OU-6629-1	6629	Twin Pine's Hunting Club	117.49	OU030888	AR-Polk
OU-6630-5	6630	Hudson Hunt Club	310
OU-6631-0	6631	Sam Williams Mt Hunting Club	183.12	OU030868, OU030869, OU030865	OK-Mccurtain
OU-6728-2	6728	Joshua Oglesby Lease	121	OU030890, OU030845	OK-Mccurtain
OU-6966-0	6966	Bouncer Hunting Club	3170.57	OU030831, OU030833, OU030830, OU030274, OU030835	OK-Le Flore, OK-Mccurtain
OU-11048-0	11048	Nancy Gap Hunting Club	74	OU030860	OK-Mccurtain
PE-2894-1	2894	Huckleberry Hunting Club 1	493.77	PE030823	GA-Ware
PE-5860-0	5860	Georgia Department Of Natural Resources	6787.93	PE030732, PE030941, PE030728, PE030729, PE030939, PE030724, PE030940, PE030727, PE030730, PE030726, PE030725	GA-Pierce, GA-Wayne, GA-Brantley
PE-5861-1	5861	Thompson Hardwood, Inc.	3193.69	PE030923, PE030924, PE030925	GA-Wheeler
PE-5862-1	5862	Williams Hunting Lease	2169.19	PE030753, PE030754	GA-Bacon
PE-5863-1	5863	Comanche Hunting Club	1011.6	PE030744, PE030743, PE030742	GA-Appling
PE-5864-1	5864	Trevor Singleton	1958.23	PE030936, PE030935	GA-Telfair, GA-Jeff Davis
PE-5865-0	5865	Kelly Griffis	1655.43	PE030800, PE030799	GA-Ware
PE-5866-0	5866	Offerman Hunt Club	1819.38	PE030733, PE030731	GA-Pierce, GA-Brantley
PE-5867-0	5867	David Livingston	1155.96	PE030938, PE030937	GA-Telfair, GA-Wheeler
PE-5868-2	5868	Ten Mile Hunting Club	1333	PE030827	GA-Appling
PE-5869-0	5869	J.T. Byrd Lease	1395.91	PE030736	GA-Pierce
PE-5871-0	5871	Fernwood Hunting Club, Inc.	1302.43	PE030797, PE030798	GA-Ware
PE-5872-0	5872	Chuck Humphrey	1608	PE030804, PE030943, PE030803, PE030942	GA-Coffee
PE-5874-0	5874	Jason Gilliard	1210.72	PE030764, PE030763, PE030762	GA-Bacon
PE-5875-0	5875	Swamp Ga Trophy Bucks	1048.52
PE-5876-0	5876	Don Mccormick	1426.43	PE030737, PE030739, PE030738	GA-Appling
PE-5877-0	5877	Little Satilla Hunting Club	945.8	PE030722	GA-Pierce
PE-5878-0	5878	The Buck Stop Here	827	PE030930, PE030931	GA-Telfair
PE-5879-0	5879	Timber Ghost Hunting Club	978.13	PE030755, PE030756	GA-Bacon
PE-5880-1	5880	Red Oak Hunt Club	783.24	PE030779, PE030777A	GA-Appling
PE-5881-0	5881	Robert Westberry	697.62	PE030930	GA-Telfair
PE-5882-1	5882	New Lacy Hunting Club	732.54	PE030755	GA-Bacon
PE-5883-1	5883	David Bailey	804.39	PE030752	GA-Bacon
PE-5884-0	5884	Big Creek Hunting Club	647.85	PE030735	GA-Pierce

Schedule C - 19

sf-3683812



Hunt Leases
Lease	Serial	Club	Total Acres	Compartments	Counties
PE-5885-0	5885	Steve Bennett	640.39	PE030760	GA-Bacon
PE-5886-0	5886	Victor Garrett	483.47	PE030782	GA-Ben Hill
PE-5887-0	5887	Southern Tines Club	520.07	PE030772	GA-Appling
PE-5889-0	5889	Zoo Hunting Club	488.08	PE030801	GA-Coffee
PE-5892-0	5892	Kenny Sapp	467.76	PE030741	GA-Appling
PE-5893-1	5893	Store Set Hunting Club	490.37	PE030734	GA-Pierce
PE-5894-5	5894	Greg Davis Lease	253
PE-5894-6	5894	Greg Davis Lease	253	PE030751	GA-Bacon
PE-5895-0	5895	Bruce Bailey	478.24	PE030750	GA-Bacon
PE-5896-1	5896	Wesley Hunting Club	206.4	PE030933	GA-Telfair
PE-5897-0	5897	144 Hunt Club	446.73	PE030826	GA-Appling
PE-5898-0	5898	Black Oak Hunting Club	106.17	PE030766, PE030765	GA-Bacon
PE-5899-1	5899	Trent Long	473.66	PE030796	GA-Ware
PE-5900-0	5900	Soggy Bottom Gun Club	406.86	PE030780	GA-Appling
PE-5901-0	5901	Lonnie Weaver	406.5	PE030781, PE030780	GA-Appling
PE-5903-0	5903	Whitetail Hunting Club	315.63	PE030927	GA-Telfair
PE-5904-0	5904	Rickey Corbitt	302.35	PE030928	GA-Telfair
PE-5905-0	5905	Buckeye Hunting Club	337.35	PE030771	GA-Appling
PE-5906-0	5906	Reggie Bell	332.85	PE030747	GA-Appling
PE-5907-0	5907	Peacock Hunting Club	320.23	PE030778	GA-Appling
PE-5908-1	5908	6 Point Hunting Club	308.86
PE-5908-2	5908	6 Point Hunting Club	308	PE030749	GA-Appling
PE-5910-1	5910	Woody Fowl Hunting Club	298.9	PE030773	GA-Appling
PE-5912-0	5912	Michael Franck	263.42	PE030921	GA-Wheeler
PE-5914-0	5914	Salt Spring Hunting Club	245.61	PE030767	GA-Ware
PE-5916-0	5916	Soggy Bottom	225.15	PE030761	GA-Coffee
PE-5917-0	5917	Gator Club	199.69	PE030748	GA-Appling
PE-5918-1	5918	Wesley Hunting Club	150.74	PE030929	GA-Telfair
PE-5919-1	5919	Piney Wood Hunting Club	164.57	PE030922	GA-Wheeler
PE-5920-0	5920	Otis Douglas	126.42	PE030758	GA-Bacon
PE-5921-1	5921	Buck's Lake Hunting	98	PE030770	GA-Appling
PE-5922-0	5922	Art Shuman	94.57	PE030776	GA-Appling
PE-6118-0	6118	Cornelius Farms Hunting Club	443.18
PE-6517-0	6517	Gibson Hunting Club	940.92	PE030795, PE030794	GA-Ware
PE-6518-0	6518	Turpentine Hunting Club	606.67	PE030786, PE030785	GA-Ware, GA-Bacon
PE-6521-0	6521	Paramore Hunting Club	106.18	PE030926	GA-Telfair
PE-6526-0	6526	Hightower Plantation Hunting Club	786.27	PE030792, PE030793	GA-Ware
PE-6539-0	6539	Hwy 121 Hunting Club	203.97	PE030745	GA-Appling
PE-6564-1	6564	Steve Young Hunting Club	4597.64
PE-6564-2	6564	Steve Young Hunting Club	4597	PE030789, PE030787, PE030791, PE030783, PE030788, PE030784, PE030790	GA-Ware
PE-6576-1	6576	Kville Hunting Club	282.71	PE030746	GA-Appling
PE-6577-0	6577	Tatum Hunting Club	522.51	PE030824	GA-Ware

Schedule C - 20

sf-3683812



Hunt Leases
Lease	Serial	Club	Total Acres	Compartments	Counties
PE-6952-1	6952	JSA Hunting Club	623	PE030765, PE030768, PE030764	GA-Bacon, GA-Ware
PE-6961-0	6961	Wesley Hunting Club	212.17	PE030934	GA-Telfair
PE-7007-1	7007	Redwood	703.38
PE-7007-2	7007	Redwood Hunting Club	703	PE030765, PE030769, PE030768	GA-Bacon, GA-Ware
PE-7054-1	7054	Shady Oaks Hunt Club	333	PE030740	GA-Appling
PE-7056-0	7056	Airport Hunting Club	189.9	PE030774	GA-Appling
PE-11025-0	11025	Thompson Hardwood, Inc.	419	PE030924	GA-Wheeler
PE-11127-0	11127	Stitt Hunting Club	63	PE030827	GA-Appling
WH-2985-1	2985	White Oak Whitetails	93	WH030288	NC-Bladen
WH-5924-0	5924	Simmons Bay Hunting Club, Inc.	5296.58	WH030374, WH030376	NC-Columbus
WH-5925-0	5925	Pearce Hunting Club	3867.05	WH030398	SC-Florence
WH-5926-0	5926	Big Bay	3245.33	WH030386, WH030353	NC-Columbus
WH-5928-0	5928	Old Dock Hunting Club Inc.	3003.93	WH030364	NC-Columbus, NC-Brunswick
WH-5929-1	5929	Council Ridge Hunting Club	2959.77
WH-5929-2	5929	Council Ridge Hunting Club	2282	WH030338, WH030337, WH030340	NC-Columbus
WH-5930-2	5930	Cat Tail Bay Hunting Club	2452	WH030355, WH030361	NC-Columbus
WH-5931-0	5931	L.C. Clewis Hunting Club	3145.13	WH030357, WH030352, WH030345, WH030358	NC-Columbus
WH-5932-0	5932	Poor Boys Hunting Club	2095.93	WH030348, WH030359	NC-Columbus
WH-5933-1	5933	Seven Mile Hunting Club	6811	WH030358, WH030350, WH030342, WH030349, WH030356, WH030344, WH030343	NC-Columbus
WH-5935-0	5935	Woodstone Hunting Club, Inc.	532.18	WH030404, WH030400	SC-Florence, SC-Darlington
WH-5937-0	5937	Dothan Hunting Club	847.23	WH030380	NC-Columbus
WH-5938-0	5938	Bethany Hunting Club	756.09	WH030278, WH030280, WH030277	NC-Cumberland
WH-5939-0	5939	Buckhead Hunting Club, Inc.	712.31	WH030328	NC-Columbus
WH-5940-1	5940	Long Shot Hunting Club	701
WH-5940-2	5940	Job Site Hunting Club	701	WH030382, WH030383	NC-Brunswick
WH-5941-0	5941	Community Hunt Club	513	WH030393	SC-Florence
WH-5942-1	5942	Rowan Hunting Club	296.23	WH030276	NC-Bladen
WH-5943-1	5943	No Dog Club	626.67	WH030347	NC-Brunswick
WH-5944-0	5944	The New East Howellsville Htg & Fishing Club, Inc	592.38	WH030293	NC-Robeson
WH-5945-0	5945	Demir Bastug	449.3	WH030294	NC-Bladen
WH-5946-0	5946	Waccamaw River Swamp Hunting Club, Inc.	505.15	WH030336	NC-Columbus
WH-5947-0	5947	Elkton Hunting Club	472.23	WH030304	NC-Bladen
WH-5948-0	5948	Grissett Swamp	471.68	WH030367	NC-Columbus
WH-5949-0	5949	Long Bay Hunting Club	464.68	WH030379	NC-Brunswick
WH-5950-0	5950	Cameron Whisnant	284.14	WH030403	SC-Florence
WH-5951-0	5951	Finksters Hunt Club	300.49	WH030394	SC-Darlington
WH-5952-0	5952	Big Bay Hunting Club	432.73	WH030391	NC-Brunswick

Schedule C - 21

sf-3683812



Hunt Leases
Lease	Serial	Club	Total Acres	Compartments	Counties
WH-5954-0	5954	Honey Hill Hunting Club, Inc.	371.97	WH030387, WH030336, WH030334	NC-Columbus
WH-5955-0	5955	Firebreak Hunting Club	276.26	WH030396	SC-Florence
WH-5956-2	5956	Bullard Hunting Club	341.01	WH030333, WH030332	NC-Columbus
WH-5957-0	5957	Cedar Bay Hunting Club	337.61	WH030316	NC-Columbus
WH-5958-0	5958	South Bladen Hunting Club, Inc.	294.52	WH030303	NC-Bladen
WH-5959-0	5959	Beaver Dam Hunt Club	279.41	WH030281	NC-Cumberland
WH-5960-0	5960	Briar Creek Hunting Club, Inc.	167.43	WH030309	NC-Columbus
WH-5961-1	5961	James McKenzie Hunting Club	199.78
WH-5961-2	5961	Danny Wilson Lease	199	WH030397	SC-Florence
WH-5963-3	5963	Randy Bumgarner Lease	82	WH030362	NC-Columbus
WH-5964-0	5964	John Stocks	219.7	WH030369	NC-Columbus
WH-5965-0	5965	David Gooden (c & D Hunting Club)	217.87	WH030297	NC-Bladen
WH-5966-0	5966	Hayes Hunt Club	212.46	WH030323, WH030321	SC-Dillon
WH-5967-0	5967	Winona Hunting Club	155.47	WH030398	SC-Florence
WH-5968-0	5968	Myrtle Head Hunting Club	78.19	WH030371	NC-Brunswick
WH-5969-0	5969	Balance Farm Hunting Club	1031.9	WH030285, WH030283	NC-Bladen, NC-Robeson
WH-5970-0	5970	Dale Sellers	183.36	WH030325	NC-Columbus
WH-5971-0	5971	West Hunting Club	168.94	WH030319	NC-Columbus
WH-5972-0	5972	Poderoso Club	174.41	WH030296	NC-Bladen
WH-5973-0	5973	Lee's Lake Hunting Club	170.57	WH030354	NC-Columbus
WH-5975-1	5975	242 Track Lease	157	WH030287	NC-Bladen
WH-5976-0	5976	White Marsh Hunting Club	148.16	WH030329	NC-Columbus
WH-5977-0	5977	Malpass Town Hunting Club	144.3	WH030330	NC-Columbus
WH-5978-0	5978	Jackie White	375.33	WH030385, WH030377	NC-Brunswick
WH-5979-0	5979	Cumbee's Club	127.78
WH-5979-1	5979	Register Lease	127	WH030388	NC-Columbus
WH-5981-0	5981	Tall Tines Hunting Club	116.59	WH030311	NC-Columbus
WH-5982-0	5982	David Freeman	76.9	WH030392	SC-Florence
WH-5983-0	5983	Plum Creek Hunting Club	98.72	WH030312	SC-Dillon
WH-5986-0	5986	Brass Hill Hunting Club	105.34	WH030302	NC-Pender
WH-5987-0	5987	Big "t" Hunt Club	89.28	WH030322	NC-Columbus
WH-5988-0	5988	Ray F. Baldwin	77.42	WH030313	NC-Columbus
WH-5989-0	5989	Blizzard Bay Club	76.52	WH030339	NC-Columbus, NC-Brunswick
WH-5991-0	5991	Ray Hunting Club	71.76	WH030363	NC-Columbus
WH-5992-0	5992	L.C. Clewis	99.2	WH030345	NC-Columbus
WH-5993-0	5993	Big Branch Hunting Club	66.8	WH030331	NC-Columbus
WH-5994-0	5994	Kenneth Willoughby	62.32	WH030299	NC-Robeson
WH-5996-0	5996	The Youseys	44.71	WH030307	NC-Bladen
WH-5997-0	5997	Lisbon	39.1	WH030301	NC-Bladen
WH-5999-0	5999	Darden Hunting Club	1073.46	WH030306	NC-Bladen
WH-6000-0	6000	Newton's Crossroads	151.75	WH030292	NC-Pender
WH-6525-0	6525	Jones Hunting Club	1591.84	WH030381	NC-Brunswick

Schedule C - 22

sf-3683812



Hunt Leases
Lease	Serial	Club	Total Acres	Compartments	Counties
WH-6570-0	6570	Tower Mountain	198.45	WH030326	SC-Dillon
WH-6571-1	6571	Richardson Road Lease	66.15	WH030372	NC-Columbus
WH-6572-0	6572	Adam Branch Hunting Club	49.63	WH030314	NC-Columbus
WH-6574-0	6574	Harry Mclean Hunting Club	83.84	WH030308	NC-Robeson
WH-7002-0	7002	Vance Davis Hunt Club	104.37	WH030310	NC-Columbus
WH-7019-0	7019	James Rybak Hunting Club	98.32	WH030320	SC-Dillon
WH-11128-0	11128	Robert Stocks Lease	56.67	WH030378	NC-Columbus



Offices Lease
Agreement Title	Effective Date	Expiration Date	Address	Other Party
Lease Agreement	07/01/16	07/01/17	1100A Hwy. 71 South Mena, Arkansas	Loren T. Whisenhunt and Linda J. Whisenhunt
Commercial Lease Agreement	01/15/15	12/31/18	1729 S. Georgia Pkwy. W Waycross, Georgia	John E. Sasser

Schedule C - 23

sf-3683812

SCHEDULE D

TIMBER SALE AGREEMENTS



Timber Sale Agreements
Agreement Type	Doc. Ref #	Office Location	Effective Date	Expiration Date	Other Party
Log Purchase Agreement	16388.00	Antlers	12/31/16	12/31/17	Huber Engineered Wood LLC
Log Purchase Agreement	16866.00	Antlers	01/01/16	12/31/16	Weyerhaeuser NR Company
Log Purchase Agreement	17924.00	Antlers	06/22/16	10/01/16	Weyerhaeuser NR Company
Log Purchase Agreement	17942.00	Antlers	11/01/15	10/31/18	International Paper
Log Sales	15295.00	Monticello	01/01/16	12/31/16	Anthony Forest Products Company
Log Sales	15296.00	Monticello	01/01/16	12/31/16	Anthony Timberlands, Inc.
Log Sales	15302.00	Monticello	01/01/16	12/31/16	Idaho Timber of Carthage, LLC
Log Sales	15304.00	Monticello	01/01/16	12/31/16	LTY Operations
Log Sales	15305.00	Monticello	01/01/16	12/31/16	Maximum Forestry, LLC
Log Sales	15307.00	Monticello	01/01/16	12/31/16	Timber Logistics, Inc.
Log Sales	15307.00	Monticello	01/01/16	12/31/16	Timber Logistics, Inc.
Log Sales	15309.00	Monticello	01/01/16	12/31/16	West Fraser Inc
Log Sales	15310.00	Monticello	01/01/16	12/31/16	WLS Sawmill, Inc.
Log Sales	15334.00-15334.01	Antlers	01/01/16	12/31/16	Huber Engineered Wood LLC
Log Sales	15366.00-15366.02	Antlers	01/01/16	12/31/16	West Fraser Inc
Log Sales	15562.00	Monticello	01/01/16	12/31/16	McFarland Cascade Holdings, Inc.
Log Sales	15698.00	Antlers	01/05/16	12/31/16	Tedder Brothers INC.
Log Sales	15708.00	Wilmington	01/01/16	01/01/17	Langdale Forest Products
Log Sales	15718.00	Wilmington	01/04/16	01/01/17	Gilman Building Products, LLC
Log Sales	15731.00-15731.07	Flowood	01/01/16	12/31/16	Westervelt Pellet 1, LLC
Log Sales	15745.00-15745.01	Wilmington	01/01/16	12/31/16	Cox Industries, Inc.
Log Sales	15875.00	Antlers	01/01/16	12/31/16	Julian Lumber Company Inc.
Log Sales	15887.00	Flowood	01/01/16	12/31/16	Brown Wood Preserving Co Inc
Log Sales	15890.00	Flowood	01/01/16	12/31/16	Southeastern Timber Products, LLC
Log Sales	15898.00	Antlers	01/05/16	12/31/16	Tedder Brothers, Inc.
Log Sales	15958.00	Wilmington	01/18/16	01/01/17	Klausner Lumber One, LLC
Log Sales	15959.00-15959.01	Wilmington	01/01/16	12/31/16	West Fraser Inc
Log Sales	15998.00-15998.01	Flowood	01/01/16	12/31/16	Hankins Lumber Co., Inc.
Log Sales	16010.00	Wilmington	01/03/16	12/31/16	Chestnutt Logging

Schedule D - 1

sf-3683812



Timber Sale Agreements
Agreement Type	Doc. Ref #	Office Location	Effective Date	Expiration Date	Other Party
Log Sales	16479.00-16479.01	Wilmington	03/02/16	09/30/16	IVP Forest Products LLC
Log Sales	16642.00-16642.04	Flowood	01/01/16	12/31/16	Georgia Pacific WFS LLC
Log Sales	16975.00	Wilmington	04/27/16	04/27/17	Canfor Southern Pine, Inc.
Log Sales	17154.00	Flowood	05/11/16	12/31/16	Rives and Reynolds Lumber Co., Inc.
Log Sales	17155.00	Flowood	05/11/16	12/31/16	Attala Hardwoods
Log Sales	17277.00	Wilmington	05/24/16	12/31/16	Edwards Timber Company, Inc.
Log Sales	17313.00	Wilmington	05/31/16	12/31/16	Westrock CP, LLC
Log Sales	17314.00	Wilmington	05/31/16	12/31/16	Westrock CP, LLC
Log Sales	17617.00	Antlers	07/07/16	12/31/16	Teal-Jones Lumber LLC
Log Sales	17767.00	Wilmington	07/20/16	12/31/16	New South Lumber Company, Inc. A Division of Canfor
Log Sales	14858.00-14858.01	Wilmington	10/12/15	03/31/17	New South Lumber Company, Inc. A Division of Canfor
Log Sales	14891.00-14891.01	Wilmington	10/12/15	03/31/17	New South Lumber Company, Inc. A Division of Canfor
Log Sales	15256.00-15256.02	Monticello	12/02/15	12/02/16	Drax Biomass Inc.
Log Sales	15294.00-15294.01	Monticello	01/01/16	12/31/16	AA Land & Timber, Inc.
Log Sales	15297.00-15297.05	Monticello	01/01/16	12/31/16	Clearwater Paper Corporation
Log Sales	15303.00-15303.01	Monticello	01/01/16	12/31/16	Interfor U.S. Inc.
Log Sales	15306.00-15306.01	Monticello	01/01/16	12/31/16	Potlatch Land and Lumber, LLC
Log Sales	15308.00-15308.01	Monticello	01/01/16	12/31/16	West Fraser Inc
Log Sales	15702.00-15702.01	Wilmington	01/04/16	01/01/17	Georgia Biomass, LLC
Log Sales	15705.00-15705.05	Wilmington	01/03/16	01/01/17	GP Cellulose GmbH
Log Sales	15711.00-15711.01	Wilmington	01/01/16	01/01/17	HWP Procurement
Log Sales	15717.00-15717.01	Wilmington	01/01/16	01/01/17	Interfor US, Inc.
Log Sales	15729.00-15729.01	Wilmington	01/04/16	01/01/17	Rayonier Performance Fibers, LLC
Log Sales	15740.00-15740.01	Wilmington	01/04/16	01/01/17	Beach Timber Company, Inc.
Log Sales	15741.00-15741.02	Wilmington	01/01/16	09/30/16	New South Lumber Company, Inc. A Division of Canfor
Log Sales	15742.00-15742.02	Wilmington	01/01/16	09/30/16	New South Lumber Company, Inc. A Division of Canfor

Schedule D - 2

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Timber Sale Agreements
Agreement Type	Doc. Ref #	Office Location	Effective Date	Expiration Date	Other Party
Log Sales	15815.00-15815.01	Monticello	01/01/16	12/31/16	Evergreen Packaging, Inc.
Log Sales	15850.00-15850.13	Monticello	01/01/16	12/31/16	Georgia Pacific WFS LLC
Master Supply Agreement	16459.00-16459.01	Wilmington	03/01/16	02/28/19	WestRock CP LLC
Pay As Cut	10344.00-10344.02	Monticello	10/28/14	09/30/16	Georgia-Pacific, LLC
Pay As Cut	10345.00-10345.02	Monticello	10/28/14	09/30/16	Georgia-Pacific, LLC
Pay as Cut	11855.00-11855.01	Flowood	01/29/15	12/30/16	Timberland Harvesters LLC
Pay as Cut	14158.00-14158.01	Monticello	07/20/15	12/31/16	Regions Forest Services, LLP
Pay as Cut	14288.00-14288.02	Antlers	08/05/15	12/31/16	Battles Forestry LLC
Pay as Cut	14456.00	Wilmington	08/28/15	08/28/16	Edwards Timber Company, Inc.
Pay as Cut	14790.00-14790.01	Monticello	10/06/15	12/31/16	Timber Logistics, Inc.
Pay as Cut	14909.00-14909.01	Flowood	10/20/15	10/20/16	Timberland Harvesters LLC
Pay as Cut	15195.00	Antlers	11/20/15	12/31/16	Battles Forestry LLC
Pay as Cut	15291.00-15291.02	Flowood	12/08/15	12/31/16	Timberland Harvesters LLC
Pay as Cut	15412.00	Antlers	12/28/15	12/31/16	Battles Forestry LLC
Pay as Cut	15638.00-15638.02	Flowood	12/30/15	12/31/16	Timberland Harvesters LLC
Pay as Cut	15948.00	Antlers	01/20/16	12/31/16	Battles Forestry LLC
Pay as Cut	15992.00	Wilmington	01/15/16	12/01/16	Canal Wood LLC
Pay as Cut	16568.00-16568.01	Antlers	03/18/16	03/18/17	Battles Forestry LLC
Pay as Cut	16569.00-16569.01	Antlers	03/18/16	03/18/17	Battles Forestry LLC
Pay as Cut	16670.00	Antlers	04/01/16	12/31/16	Pannell Chipping Inc
Pay as Cut	17136.00	Antlers	05/10/16	12/31/16	Battles Forestry LLC
Pay as Cut	17137.00	Antlers	05/10/16	12/31/16	Battles Forestry LLC
Pay as Cut	17138.00	Antlers	05/10/16	12/31/16	Battles Forestry LLC
Pay as Cut	17276.00	Antlers	06/01/16	12/31/16	West Fraser Inc
Pay as Cut	17326.00-17326.01	Flowood	05/30/16	12/30/16	Timberland Harvesters LLC
Pay as Cut	17366.00	Wilmington	06/07/16	06/07/17	Palmetto Pulpwood & Timber, Inc.
Pay as Cut	17400.00	Wilmington	06/08/16	06/08/17	Edwards Timber Company, Inc.
Pay as Cut	17687.00	Flowood	07/13/16	12/30/16	Timberland Harvesters LLC
Pay as Cut	17728.00	Wilmington	07/21/16	07/21/17	Beach Timber Company, Inc.

Schedule D - 3

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Timber Sale Agreements
Agreement Type	Doc. Ref #	Office Location	Effective Date	Expiration Date	Other Party
Pay as Cut	17729.00	Wilmington	07/21/16	07/21/17	Beach Timber Company Inc
Pay As Cut	17793.00	Antlers	08/01/16	12/31/16	West Fraser Inc
Pay as Cut	17803.00	Antlers	08/01/16	12/31/16	Battles Forestry LLC
Pay as Cut	17849.00	Wilmington	08/08/16	12/31/16	Murray Forestry, Inc.
Pay as Cut	17851.00	Flowood	08/08/16	12/30/16	Lovorn Logging, Inc.
Pay as Cut	17856.00	Wilmington	08/08/16	08/08/17	Canal Wood LLC
Pay as Cut	17866.00	Wilmington	08/15/16	08/15/17	Palmetto Pulpwood & Timber, Inc.
Pay as Cut	17870.00	Wilmington	08/08/16	12/31/16	Beach Timber Company, Inc.
Pay as Cut	17902.00	Flowood	08/16/16	12/30/16	Wade Byars Logging LLC
Pay as Cut	17923.00-17923.01	Flowood	08/18/16	06/30/17	Lovorn Logging, Inc.
Pay as Cut	17925.00	Flowood	08/19/16	06/30/17	Wade Byars Logging LLC
Product Purchase Contract	15827.00	Antlers	01/01/16	12/31/16	Weyerhaeuser NR Company
Wood Purchase Agreement	6538.00	Wilmington	01/01/14	12/31/16	West Fraser Inc

Schedule D - 4

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SCHEDULE E

OPERATING ASSETS

Equipment

Schedule E - 1

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Schedule E - 2

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Schedule E - 3

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Schedule E - 4

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Schedule E - 5

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Vehicles

Intangible Property

All rights, warranties, guaranties, contracts, permits and approvals (governmental or otherwise), maps, surveys, plans, specifications, drawings, renderings and trade names, along with all copyrights, trademarks, logos, graphics (including, without limitation, any signage, promotional materials and websites) and other rights with respect to the “Southern Diversified” and “Southern Diversified Timber” name(s) or derivatives thereof.

Schedule E - 6

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SCHEDULE F

FAIR MARKET VALUE OF

THE NOTE AND THE PROPERTIES



FMV - Timber	775,000,000
FMV - Note	846,113,735

Schedule F - 1

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SCHEDULE G

PERMITTED EXCEPTIONS

(a) Restrictions on the ability to build upon or use real property imposed by any current or future development standards, building or zoning ordinances or any other law;

(b) To the extent a tract is bounded or traversed by a river, stream, branch or lake: (i) the rights of upper and lower riparian owners and the rights of others to navigate such river or stream to the extent it is navigable; (ii) the right, if any, of neighboring riparian owners and the public or others to use any public waters or the rights, if any, of the public to use the beaches or shores for recreational purposes; (iii) any claim of lack of title to real property formerly or presently comprising the shores or bottom of navigable waters or as a result of the change in the boundary due to accretion or avulsion; and (iv) any portion of real property which is sovereignty lands and other lands which may lie beneath the ordinary high water mark of navigable rivers as established as of the date the state in which such land is located was admitted to the United States;

(c) To the extent any portion of real property is bounded or traversed by a public road, the rights of others in and to any portion of the real property that lies within said road;

(d) Railroad tracks and related facilities, if any, and related railroad easements or rights of way, if any, traversing real property and the rights of railroad companies to any tracks, siding, ties and rails associated therewith;

(e) All restrictions on the use of real property due to environmental laws, conservation easements of record, or the habitat conservation plans or similar agreements entered into by the Company or its predecessor other than those which individually or in the aggregate would have a material adverse effect on the use and enjoyment of the real estate or any portion thereof or would prevent or restrict in any material manner the continued ability to commercially harvest timber thereon;

(f) All ad valorem property taxes for the tax period during which the Closing occurs and all subsequent tax periods, including any additional or supplemental taxes that may result from a reassessment of real property, and any potential roll-back or greenbelt type taxes related to any agricultural, forest or open space exemption which is subject to recapture pursuant to state Laws;

(g) Liens for property taxes not yet due and payable;

(h) Easements, discrepancies or conflicts in boundary lines, shortages in area, encroachments or any other facts which a current and accurate survey of the real property would disclose, other than those that, individually or in the aggregate, would prevent or restrict in any material manner the continued ability to commercially harvest timber on the affected parcel in substantially the same manner as such harvesting is currently conducted;

(i) All oil, gas and other minerals as may have been previously reserved by or conveyed to others and any mineral leases concerning the mineral estate of the Timberlands;

Schedule G - 1

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(j) Rights, if any, relating to the construction and maintenance in connection with any public utility of wires, poles, pipes, conduits and appurtenances thereto, on, under, above or across the real property;

(k) Rights of others under any of the Purchased Contracts, the Timberland Leases, the Real Property Leases or the Personal Property Leases;

(l) All matters previously disclosed to the Subsidiary by the Company in writing.

(m) Any claim of lack of access rights to any portion of the owned timberlands where (i) permission to access has been granted verbally or (ii) the Company has otherwise historically enjoyed access;

(n) Any condemnations in respect of the Timberlands;

(o) With respect to any leasehold interest, any covenants, obligations, use restrictions and other terms set forth in the relevant Lease; and

(p) Any easements, covenants, use restrictions, zoning restrictions, boundary line disputes, encroachments and other third-party rights affecting real estate or any material portion thereof not described in items (a) through (o) above and which, individually or in the aggregate, would not prevent or restrict in any material manner the continued ability to commercially harvest timber thereon.

Schedule G - 2

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EXHIBIT A

FORM OF

DESIGNATION OF TAX MATTERS PARTNER

FOR SOUTHERN DIVERSIFIED TIMBER, LLC

The undersigned members (the “Members”) of Southern Diversified Timber, LLC, a Delaware limited liability company (the “LLC”), declare this statement to be a designation of a new Tax Matters Partner (“TMP”) for the LLC’s taxable years ending on December 31 of 2010, 2011, 2012, 2013, 2014, and 2015. The LLC is classified as a partnership for United States federal income tax purposes. The Members have owned all of the LLC’s capital and profits interests at all times since the formation of the LLC in 2008. Each of the Members is treated as a member-manager of the LLC pursuant to Treas. Reg. § 301.6231(a)(7)-2(b)(3), and therefore is treated as a general partner of the LLC pursuant to Treas. Reg. § 301.6231(a)(7)-2(a) for purposes of applying I.R.C. § 6231(a)(7) and Treas. Reg. § 301.6231(a)(7)-1. In accordance with Treas. Reg. § 301.6231(a)(7)-1(l)(1)(v)(B), the previous TMP designations for the above-mentioned taxable years are superseded hereby. In accordance with Treas. Reg. § 301.6231(a)(7)-1(e), the Members set forth the following information concerning the designation:

1. Partnership: xxxxxxxxxxxxxxxxxxxx Southern Diversified Timber, LLC

One S.W. Columbia Street, Suite 1700

Portland, OR 97258

TIN: 26-3426590

2. Tax Matters Partner: xxxxxxxxxxxxx Plum Creek Timber Operations I, LLC

601 Union Street, Suite 3100

Seattle, WA 98101

TIN: 41-2175487

3. Taxable years of designation: xxxxxx December 31, 2010

December 31, 2011

December 31, 2012

December 31, 2013

December 31, 2014

December 31, 2015

The undersigned Members, comprising all of the members of the LLC, have executed this designation of Tax Matters Partner for the specified taxable years.

Exhibit A - 1

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xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx PROFITS

MEMBERS: xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx INTEREST:

TCG Member, LLC , xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx 90.91%

a Delaware limited liability company

By: Campbell Opportunity Timber Fund VI-A, L.P.,

a Delaware limited partnership

its sole member

By: Campbell Opportunity Timber Fund VI GP, LLC,

a Delaware limited liability company

its general partner

By: Campbell Global, LLC,

a Delaware limited liability company

its managing member

By: xxxx ______________________ xxxxxxxx _____________

Name: xxxxxxxxxxxxxxxxxxxxxxxxx Date

Title:

Plum Creek Timber Operations I, L.L.C. , xxxxxxxxxxxxxxxxxx 9.09% (+ preferred return)

a Delaware limited liability company

By: Plum Creek Timberlands, L.P.,

a Delaware limited partnership

its managing member

By: Plum Creek Timber I, L.L.C.,

a Delaware limited liability company

its general partner

By: Weyerhaeuser Company,

a Washington corporation

its sole managing member

By: xxxx ______________________ xxxxxxxx _____________

Name: xxxxxxxxxxxxxxxxxxxxxxxxx Date

Title:

Exhibit A - 2

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This designation of a new Tax Matters Partner of Southern Diversified Timber, LLC is hereby acknowledged by the non-member manager of the LLC.

MANAGER:

TCG / SOUTHERN DIVERSIFIED MANAGER, LLC ,

a Delaware limited liability company

By: Campbell Global, LLC,

a Delaware limited liability company

Its managing member

By: xxxx ______________________ xxxxxxxx _____________

Name: xxxxxxxxxxxxxxxxxxxxxxxxx Date

Title:

Exhibit A - 3

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EXHIBIT 12

Weyerhaeuser Company and Subsidiaries

Computation of Ratios of Earnings to Fixed Charges and

Computation of Ratios of Earnings to Combined Fixed Charges and Preference Dividends

For the quarters ended September 30, 2016 , and 2015

(Dollar amounts in millions)



	YEAR-TO-DATE ENDED
	SEPTEMBER 2016			SEPTEMBER 2015
Available earnings:
Earnings from continuing operations before interest expense, amortization of debt expense and income taxes	$	745		$	548
Add: interest portion of rental expense	13			10
Add: distributed income of equity affiliates	39			—
Add: undistributed (income) losses of equity affiliates and income attributable to noncontrolling interests in subsidiaries	(20		)	—
Available earnings	$	777		$	558
Fixed charges:
Interest expense and other financial charges	$	333		$	263
Interest portion of rental expense	13			10
Total fixed charges	346			273
Dividends on preference shares (pretax)	26			33
Total fixed charges and preference dividends	$	372		$	306
Ratio of earnings to fixed charges	2.25			2.04
Ratio of earnings to combined fixed charges and preference dividends	2.09			1.82

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 28, 2016

	/s/ DOYLE R. SIMONS
	Doyle R. Simons President and Chief Executive Officer

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 28, 2016

	/s/ RUSSELL S. HAGEN
	Russell S. Hagen Senior Vice President and Chief Financial Officer

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 28, 2016 (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 28, 2016

/s/ RUSSELL S. HAGEN
Russell S. Hagen Senior Vice President and Chief Financial Officer

Dated:	October 28, 2016

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.