TABLE OF CONTENTS

NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS

2018 ANNUAL MEETING INFORMATION

For additional information about our Annual Meeting, see “Information about the Meeting” on page 55.

AgendaANNUAL MEETING BUSINESS

Weyerhaeuser Company’s annual meeting of shareholders will be held May 19, 201718, 2018 to:

Admission

All shareholders are invited to attend the annual meeting.You will need an admission ticket or proof of ownership of Weyerhaeuser common stock, as well as a form of personal photo identification, to be admitted. Your admission ticket is either the Notice Regarding the Availability of Proxy Materials or, if you received a paper copy of the proxy materials, the admission ticket that was included with the proxy materials. Seating will be limited and on a first come basis. Please refer to “Information About the Meeting” on page 7 of the proxy statement for more information about attending the meeting.

Voting

Your vote is important. Shareholders owning Weyerhaeuser common stock at the close of business on March 24, 2017,

VOTING Your vote is important. Shareholders owning Weyerhaeuser common stock at the close of business on March 23, 2018, the record date, or their legal proxy holders, are entitled to vote at the annual meeting. Whether or not you expect to attend the annual meeting in person, we urge you to vote as soon as possible by one of these methods:   ●    viaVia the internet: go to Internet: www.envisionreports.com/WY ●    by toll-free telephone: call1-800-652-VOTE (8683), orCall Toll-Free: 1-800-652-VOTE (8683) Mail Signed Proxy Card: Follow the instructions on your proxy card or voting instruction form If you are a beneficial owner of shares held through a broker, bank or other holder of record, you must follow the voting instructions you receive from the holder of record to vote your shares. Shareholders may also vote in person at the annual meeting. For more information on how to vote your shares, please refer to “Voting Matters” beginning on page 55.   ● if you received a paper copy of the proxy materials, by mail: mark, sign, date and return the enclosed proxy card as soon as possible in advance of the meeting to ensure that your vote is recorded. Shareholders may also vote in person at the annual meeting. For more information on how to vote your shares, please refer to “Proxy and Voting Information” beginning on page 5 of the proxy statement. Kristy T. Harlan Senior Vice President, General Counsel and Corporate Secretary Seattle, Washington   Important Notice Regarding the Availability of Proxy Materials Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 19, 2017 Annual Meeting of Shareholders to be Held on May 18, 2018 This Notice of the Annual Meeting of Shareholders, our Proxy Statement and our Annual Report to Shareholders and Form10-K are available free of charge atwww.edocumentview.com/WY.   PROXY SUMMARY This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider.consider before casting your vote. Please read this entire proxy statement carefully before voting. 2017 ANNUAL MEETING INFORMATION (page 7) 2018 ANNUAL MEETING INFORMATION For additional information about our Annual Meeting, Date:see “Information about the Meeting” on page 55.   May 19, 2017   Record Date:   March 24, 2017 Meeting Time:   9:00 a.m. (Pacific)          Meeting Place:    Date: May 18, 2018    Courtyard by Marriott, Meeting Place: Embassy Suites— Pioneer Square 612 2nd Avenue 255 South King Street Seattle, WA 98104   Meeting Time: 9:00 a.m. (Pacific)   Record Date: March 23, 2018 Voting:   All common shareholders of record as of March 24, 2017 may vote. Each outstanding share of common stock is entitled to one vote on each matter to be voted upon at the annual meeting. Admission:   You will need an admission ticket or proof of ownership of Weyerhaeuser common stock, as well as a form of personal photo identification, to be admitted to the annual meeting. Your admission ticket is either the Notice Regarding the Availability of Proxy Materials or, if you received a paper copy of the proxy materials, the admission ticket that was included with the proxy materials. Please refer to “Information About the Meeting” on page 7 of the proxy statement for more information about attending the meeting. A map and directions to the meeting are provided on the back cover of the proxy statement. ADVANCE VOTING METHODS (page 6) Even if you plan to attend the 2017 annual meeting of shareholders in person, we urge you to vote in advance of the meeting using one of these advance voting methods. MEETING AGENDA AND VOTING RECOMMENDATIONS The Weyerhaeuser Company board of directors is asking shareholders to vote on these matters:   Items of Business Board Recommendation Page Number 1. Election of the 11 directors named as nominees in the proxy statement FOR 8 2. Approval, on an advisory basis, of the compensation of our named executive officers FOR 62 3. Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of our named executive officers ONE YEAR 62 4. Ratification of selection of independent registered public accounting firm FOR 63 Items of Business    Board Recommendation    Page   Number   1.    Election of the 11 directors named as nominees in the proxy statement    FOR    13 2.    Approval, on an advisory basis, of the compensation of our named executive officers    FOR    21 3.    Ratification of selection of independent registered public accounting firm    FOR    50 In addition to the above matters, we will transact any other business that is properly brought before the shareholders at the annual meeting. ADVANCE VOTING METHODS (page 56) Even if you plan to attend the 2018 annual meeting of shareholders in person and you are a shareholder of record, we urge you to vote in advance of the meeting using one of these advance voting methods. Via the Internet: www.envisionreports.com/WY Call Toll-Free: 1-800-652-VOTE (8683) Mail Signed Proxy Card: Follow the instructions on your proxy card or voting instruction form If you are a beneficial owner of shares held through a broker, bank or other holder of record, you must follow the voting instructions you receive from the holder of record to vote your shares. 2 WEYERHAEUSER COMPANY DIRECTOR NOMINEES (page 8)14) We have included summary information about each director nominee in the table below. Each director is elected annually by a majority of votes cast.votes. See “Nominees for Election” and “Board of Directors and Committee Information” beginning on page 8 of the proxy statement14 for more information regarding our directors and our process for nominating directors.director nominees.                             Committees   Name   Age     Director Since     Primary  Occupation   Independent     EC     AC     CC     GCRC   Mark A. Emmert     64       2008     President, National Collegiate Athletic Association     ✓                              ✓           Rick R. Holley     65       2016     Former Chief Executive Officer of Plum Creek Timber Company, Inc.             ✓                           Sara Grootwassink Lewis     49       2016     Chief Executive Officer of Lewis Corporate Advisors, LLC     ✓                      ✓                   John F. Morgan, Sr.     70       2016     Private Timber Investor     ✓                      ✓                   Nicole W. Piasecki     54       2003     Vice President and General Manager, Propulsion Division, Boeing Commercial Airplanes     ✓                              ✓       C   Marc F. Racicot     68       2016     Retired, President and CEO of the American Insurance Association and Former Governor, State of Montana     ✓                      ✓               ✓   Lawrence A. Selzer     57       2016     President and Chief Executive Officer, The Conservation Fund     ✓                              ✓       ✓   Doyle R. Simons     53       2012     President and Chief Executive Officer, Weyerhaeuser Company             ✓                           D. Michael Steuert     68       2004     Retired CFO, Fluor Corporation     ✓                      C, FE                   Kim Williams     61       2006     Retired Partner and SVP, Wellington Management Company, LLP     ✓                      ✓               ✓   Charles R. Williamson     68       2004     Retired EVP, Chevron Corporation and CEO, Unocal Corporation     ✓              C               C           AC = Audit Committee CC = Compensation Committee C = Committee Chair         EC = Executive Committee GCRC = Governance and Corporate Responsibility Committee FE = Financial Expert                                  COMMITTEES                                      Name and Primary Occupation    Age      Director Since      Independent   EC   AC   CC   GCRC Mark A. Emmert President, National Collegiate Athletic Association      65        2008      🌑       🌑   Rick R. Holley Former Chief Executive Officer, Plum Creek Timber Company, Inc.      66        2016        🌑       Sara Grootwassink Lewis Chief Executive Officer of Lewis Corporate Advisors      50        2016      🌑     Chair     John F. Morgan Sr. Private Timber Investor      71        2016      🌑     🌑     Nicole W. Piasecki Former Vice President and General Manager, Propulsion Division, Boeing Commercial Airplanes      55        2003      🌑       🌑   Chair Marc F. Racicot Former President and CEO, American Insurance Association and Former Governor, State of Montana      69        2016      🌑     🌑     🌑 Lawrence A. Selzer President and Chief Executive Officer, The Conservation Fund      58        2016      🌑       🌑   🌑 Doyle R. Simons President and Chief Executive Officer, Weyerhaeuser Company      54        2012        🌑       D. Michael Steuert Former CFO, Fluor Corporation      69        2004      🌑     🌑     Kim Williams Former Partner and SVP, Wellington Management Company, LLP      62        2006      🌑     🌑     🌑 Charles R. Williamson Former EVP, Chevron Corporation and CEO, Unocal Corporation      69        2004      🌑   Chair       Chair     2016 BUSINESS HIGHLIGHTS (page 20)EC = Executive Committee      AC = Audit Committee      CC = Compensation Committee      GCRC = Governance and Corporate Responsibility Committee BOARD COMPOSITION   ●   We completed the merger with Plum Creek Timber Company, Inc. (“Plum Creek”), creating the world’s premier timber, land and forest products company, with more than 13 million acres of productive and diverse timberland.2018 ANNUAL MEETING & PROXY STATEMENT ● We completed the sale of our Cellulose Fibers business for $2.5 billion. ●   We generated net earnings of $1.027 billion. We also generated net earnings from continuing operations attributable to common shareholders of $393 million, or $534 million before special items,3* on net sales of $6.4 billion. Gender Diversity Women Men Tenure Average: 7 years Independence Independent Directors Non-Independent Directors <5 yrs. 5–10 yrs. 11+ yrs. 3,8,5,2,4,2,9 CORPORATE GOVERNANCE HIGHLIGHTS (page 7) Our corporate governance policies and practices promote the long-term interests of our shareholders, strengthen the accountability of our board of directors and management, and help build public trust in the company. Below is a summary of some of the highlights of our corporate governance framework. BOARD PRACTICES ●  9 of 11 director nominees are independent   Annual election of all directors   Separation of board chair and CEO   Lead independent director   Regular executive sessions of independent directors   Comprehensive and strategic risk oversight   Mandatory retirement age for directors   Annual board and committee evaluations    We increased full year Adjusted EBITDA by over 50%SHAREHOLDER MATTERS   Robust shareholder engagement   Annualsay-on-pay voting   Shareholder right to nearly $1.6 billion.call special meetings *  Majority voting for director elections OTHER GOVERNANCE PRACTICES   Executive and director stock ownership guidelines   Clawback policy   Prohibition on hedging or pledging company stock ●    We captured our merger cost synergies faster than expected, and increased our run rate target by 25% to $125 million. BUSINESS PERFORMANCE HIGHLIGHTS Our long- and short-term business and financial performance provides important context for the matters discussed in this proxy statement, particularly our executive compensation programs. Following is a brief snapshot of our financial performance over the three-year and one-year periods completed through 2017, as well as a summary of our significant business achievements in 2017. Three-Year Performance Highlights We have generated positive results for our shareholders over a significantly transformational period in our company’s history, during which we merged with Plum Creek Timber Company and completed strategic dispositions of our cellulose fibers business and our Uruguay operations. ●   We delivered on our 2016 operational excellence targets. ●   We returned over $2 billion to shareholders through the repurchase of our common shares. ●   We returned $932 million to common shareholders through dividends. ●   Our five-year total shareholder return (“TSR”) was 90%, which was the 42nd percentile compared to the TSR of the S&P 500 over the same period. ●   We were named to the Dow Jones Sustainability World Index for the sixth straight year.   * Represents a measure of performance that is calculated and presented other than in accordance with generally accepted accounting principles (“GAAP”). See Appendix A for an explanation of thesenon-GAAP measures, a full reconciliation of thesenon-GAAP results to our GAAP Net Earnings results, and a brief discussion of why we use thesenon-GAAP performance measures. ●4   WEYERHAEUSER COMPANY REVENUE INCREASED BY 37% WE INCREASED FULL YEAR ADJUSTED EBITDA BY OVER 100% TO NEARLY $2.1 BILLION* RETURNED NEARLY $2.5 BILLION IN DIVIDENDS TO OUR COMMON SHAREHOLDERS REVENUE INCREASED BY 11.6% IN THE LAST YEAR 2016 $6.365B 2017 $7.196B WE INCREASED FULL YEAR ADJUSTED EBITDA BY APPROXIMATELY $500 MILLION* (over 30% increase) 2016 $1.583B 2017 $2.081B WE RETURNED OVER $941 MILLION IN DIVIDENDS TO OUR COMMON SHAREHOLDERS IN THE LAST YEAR $5.246B 2015 $6.365B 2016 $7.196B 2017 $1.025B 2015 $1.583B 2016 $2.078B 2017$1.20 2015 $1.24 2016 $1.25 2017 Annual Per-share common dividend 2017 Business Achievements 2017 was a very strong year for Weyerhaeuser, as we successfully completed our merger integration with Plum Creek, further focused our portfolio, delivered improved financial performance across all our businesses, and returned cash to shareholders by increasing our dividend. Going forward, we remain relentlessly focused on improving performance through operational excellence, fully capitalizing on market conditions, and driving value for shareholders through disciplined capital allocation. Our Significant Accomplishments in 2017 Include: Financial Results ●  We generated net earnings of $582 million, or $872 million before special items* on net sales of approximately $7.2 billion. ● ��We increased full year Adjusted EBITDA by approximately 32% to nearly $2.1 billion* ●  Ourone-year total shareholder return (“TSR”) was over 20%, which was the 54th percentile compared to the TSR of the S&P 500 over the same period. Strategic Initiatives ●  We exceeded our 2017 operational excellence targets, achieving $137 million in improvements. ●  We completed the integration of Plum Creek, exceeding our $100 million synergy savings goal by 25%. ●  We completed the strategic disposition of our Uruguay operations. Shareholder Returns ●  We increased our dividend to $0.32 per share consistent with our commitment to a growing and sustainable dividend. ●  We returned over $941 million to common shareholders through dividends. Stakeholder Recognitions ●  We were named to the Dow Jones Sustainability World Index for the seventh straight year. ●We were named one of the “World’s Most Ethical Companies”Companies®” by the Ethisphere Institute for the fifthsixth year in a row. ●  We were named among the Top 250 most effectively managed companies by The Wall Street Journal. * Represents a measure of performance that is calculated and presented other than in accordance with generally accepted accounting principles (“GAAP”). See Appendix A for an explanation of thesenon-GAAP measures, a full reconciliation of thesenon-GAAP results to our GAAP Net Earnings results, and a brief discussion of why we use thesenon-GAAP performance measures. 2018 ANNUAL MEETING & PROXY STATEMENT 5 CEO COMPENSATION MIX Long-Term Incentive Plan 29% RSU 10% Base Salary 15% Annual Incentive 46% PSU 61% Performance Based NEO COMPENSATION MIX Long-Term Incentive Plan 24% RSU 21% Base Salary 18% Annual Incentive Plan 37% PSU 24% RSU 55% Performance Based COMPENSATION HIGHLIGHTS (page 24) Our compensation programs are designed to both attract and retaintop-level executive talent and align the long- and short-term interests of our executives with those of our shareholders. We received more than 97% shareholder support for our“Say-on-Pay” vote in 2017, which our Compensation Committee considers to be among the most important items of feedback about our pay program. We recognize and reward our executive officers through compensation arrangements that directly link their pay to the company’s performance, and we ensure a strong alignment of interests with our shareholders by including a significant amount of equity in the overall mix of pay. Our pay mix includes base salary, an annual incentive cash bonus plan (“AIP”), a long-term incentive performance share unit plan (“PSU”) and a long-term incentive and retention grant of restricted stock units (“RSU”).         CEO COMPENSATION MIX NEO COMPENSATION MIX          KEY FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM (page 25) ● Total compensation opportunities are maintained at or near the median of market-competitive levels based on targeted benchmarking. ● We include short-term incentives in executive pay through our AIP bonus plan, which measures company performance over aone-year period based on achievement of rigorouspre-determined financial and individual business goals. ● Our long-term incentives measure performance over a three-year period based on our total shareholder return relative to that of the S&P 500 composite and our industry peers. ● Our annual grant of RSUs, which vest over a four-year period and accrue additional stock equivalent units as we pay dividends to our shareholders, serves as a strong retention tool and also provides incentive for our executives to maintain a sustainable and growing dividend policy for our shareholders. 6 WEYERHAEUSER COMPANY CORPORATE GOVERNANCE HIGHLIGHTSAT WEYERHAEUSER CORPORATE GOVERNANCE AT WEYERHAEUSER Our corporate governance practices and policies promote the long-term interests of our shareholders, strengthen the accountability of our board of directors and management and help build public trust in our company. Our governance framework is built on a foundation of written policies and guidelines, which we modify and enhance on a continuous basis to reflect best practices and feedback from our shareholders. Our Corporate Governance Guidelines and our other key governance policies and documents are available on our website at www.weyerhaeuser.com by clicking on “Investors” at the top of the page, then “Corporate Governance”. INDEPENDENT BOARD OF DIRECTORS Our Governance Guidelines and the listing requirements of the New York Stock Exchange (“NYSE”) each require that a majority of the board be comprised of “independent” directors, as defined from time to time by law, NYSE standards and any specific requirements established by the board. A director may be determined to be independent only if the board has determined that he or she has no material relationship with the company, either directly or as a partner, shareholder, or officer of an organization that has a material relationship with the company. Below is a summaryTo evaluate the materiality of someany such relationship, the board has adopted categorical independence standards consistent with NYSE listing standards for director independence. The Governance and Corporate Responsibility Committee reviews written responses to submitted questionnaires completed annually by each of our directors against these independence standards for directors. On the basis of these responses, the Governance and Corporate Responsibility Committee advised the full board of its conclusions regarding director independence. After considering the committee’s recommendation, the board affirmatively determined that each of the highlightscompany’s directors other than Messrs. Holley and Simons, is independent in accordance with applicable NYSE and Securities and Exchange Commission (“SEC”) independence rules and requirements. The board determined that Mr. Simons is not independent because he is the president and chief executive officer of the company, and that Mr. Holley is not independent because he was the chief executive officer of Plum Creek Timber Company, Inc. prior to the merger of Plum Creek with Weyerhaeuser. BOARD OPERATION AND LEADERSHIP Separate Chairman and Chief Executive Officer Roles Our board has chosen to separate the positions of chairman of the board and chief executive officer. The chief executive officer is responsible for the strategic direction andday-to-day leadership and performance of the company. Thenon-executive chairman of the board, in consultation with the chief executive officer, provides oversight, direction and leadership to the board, sets the agenda for and presides over meetings of the board, presides at our meetings of shareholders, facilitates communication among our directors and between management and the board, and provides input to the Governance and Corporate Responsibility Committee and Compensation Committee, as appropriate, with respect to our annual board self-evaluation process, succession planning for our management and board of directors, and the performance evaluation process for our chief executive officer. We believe that this separation of roles provides more effective monitoring and objective evaluation of the chief executive officer’s performance and strengthens the board’s independent oversight of the company’s performance and governance standards. It also allows the board to draw on the leadership skills and business experience of two persons, the chairman of the board and the chief executive officer. Lead Independent Director In addition to separating the chairman of the board and chief executive officer roles, our board of directors has appointed a lead independent director. To provide a separate forum for candid discussion, the company’s Governance Guidelines require periodic executive sessions of the independent directors. The lead independent director presides over executive sessions of the independent directors, and also serves as chairman of the Executive Committee. RISK OVERSIGHT The board is actively involved in the oversight of risks that could affect the company. This oversight is conducted primarily through committees of the board pursuant to the charters of each of the committees, as described in the summaries of each of the committees 2018 ANNUAL MEETING & PROXY STATEMENT 7 CORPORATE GOVERNANCE AT WEYERHAEUSER beginning on page 17. The full board has retained responsibility for oversight of strategic risks as well as risks not otherwise delegated to one of its committees, such as cybersecurity. The board satisfies this responsibility through reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for management of particular risks within the company. The board believes that this structure provides the appropriate leadership to help ensure effective risk oversight by the board. While the board and its committees have responsibility for general risk oversight, company management is charged with managing risk. The company has a robust strategic planning and enterprise risk management process that facilitates the identification and management of risks. This process includes identification of specific risks, ranking of the likelihood and magnitude of effect of those risks, scenario analysis, review of risk appetite, and a review of mitigation plans. Management analyzes risk areas that have the potential to materially affect the company’s businesses and integrates this information into strategic planning and discussions with the board of directors. Our enterprise risk management program is supported by regular internal audits and audits by our independent public accounting firm. We have also established a robust compliance and ethics program, as well as disciplined processes designed to provide oversight for our sustainability strategy and environmental and safety performance. SUCCESSION PLANNING The board is actively engaged and involved in succession planning. The board reviews the company’s “people development” activities in support of its business strategy regularly. This includes a detailed discussion of the company’s leadership bench and succession plans with a focus on key positions at the senior officer level. As part of these activities, the board engages in a robust CEO succession planning process, including reviewing development plans for potential CEO candidates and engaging with potential successors at board meetings and in less formal settings to allow directors to personally assess candidates. SHAREHOLDER ENGAGEMENT We believe that maintaining an active dialogue with our shareholders is important to our commitment to deliver sustainable, long-term value to our shareholders. We engage with shareholders on a variety of topics throughout the year to ensure we are addressing questions and concerns, to seek input and to provide perspective on our policies and practices. During 2017, we engaged with a cross-section of our corporateshareholders. We also engage with proxy and other advisory firms that represent the interests of various shareholders. Shareholder feedback is regularly reviewed and considered by the board, and is reflected in adjustments and enhancements to our policies and practices. We remain committed to investing time with our shareholders to maintain transparency and to better understand their views on key issues. SUSTAINABILITY AND CORPORATE CITIZENSHIP Sustainability and citizenship are core values at Weyerhaeuser. We operate with world class safety results, understand and address the needs of the communities in which we operate, and present ourselves transparently. We practice sustainable forestry, which means we keep our harvesting and our growth in balance. Additionally, we focus on increasing energy and resource efficiency, reducing greenhouse gas emissions, reducing water consumption, conserving natural resources, and offering products that meet our customers’ needs with superior sustainability attributes. We are also deeply connected to the communities where we operate and have a long history of doing our part to help them thrive. Our governance framework.policies and practices are essential to the success of our sustainability and citizenship strategy, establishing the framework for us to manage our environmental, economic, and social impacts and performance. The Governance and Corporate Responsibility Committee provides oversight and direction on our sustainability and citizenship strategy, annually reviewing our performance and progress toward goals, as well as key issues and trends. To learn more about our efforts, visit our website atwww.weyerhaeuser.com and click on “Sustainability”. 8 WEYERHAEUSER COMPANY CORPORATE GOVERNANCE AT WEYERHAEUSER CODE OF ETHICS Our Code of Ethics, which establishes our expectations for ethical business conduct, is currently in its ninth edition and applies to all directors and employees. If the board of directors or a board committee grants a waiver under the Code of Ethics for an executive officer or director, we will notify shareholders on our website atwww.weyerhaeuser.com. We did not grant any such waivers for executive officers or directors in 2017. The current edition of the Code of Ethics is available on the company’s website by clicking on “Sustainability” at the top of the page, then “Governance”, then “Operating Ethically”, and then by clicking the “Code of Ethics” icon. EXECUTIVE AND DIRECTOR SHARE OWNERSHIP REQUIREMENTS We have share ownership guidelines for our executive officers and directors that require each executive officer and director to hold a multiple of his or her base salary (or cash compensation) in shares of Weyerhaeuser stock. Minimum ownership levels are as follows:   ✓Position Annual election of all directors    ✓Holding Requirement Regular executive sessions of independent directors CEO 6X base salary value SVPs 2X base salary value ✓Non-employee Majority votingDirectors    ✓ Risk oversight by the board and committees 5X cash compensation ✓Ownership Sources Included 9 of 11 director nominees are independent ✓ Annual board and committee self-assessments ✓ Appointed lead independent director ✓ No supermajority voting ✓ Clawback policy ✓ No shareholder rights plan ✓ Anti-hedging and anti-pledging policy ✓ Independent committee chairs and members ✓ Executive stock ownership guidelines ✓ Shareholder engagement ✓ Director stock ownership guidelines ✓●    Separationdirect ownership of board chair and CEO ✓ Annualsay-on-pay advisory votes EXECUTIVE COMPENSATION HIGHLIGHTS (page 21)common shares   ● Our executive compensation programs are designed to align    the interestsvalue of our executive officers with thoseamounts deferred into a stock equivalent account ●    shares of our shareholders.company stock held in the company’s 401(k) plan ● Total compensation opportunities are maintained at market-competitive levels, and are also tied to the achievement of the Company’s short- and long-term financial and strategic goals. ● Our compensation programs clearly communicate desired behavior and use incentive pay to reward the achievement of performance goals. ● We tie pay to performance by: measuring individual, business and company performance; using performance to differentiate the amount of incentive compensation; and allocating more reward dollars to higher performers. ● At our 2016 annual meeting, we received more than 95% support for our executive compensation program. Until the required ownership levels are achieved, executives must retain 75% of the net profit shares acquired when RSUs and PSUs vest. Net profit shares are shares remaining after payment of taxes upon vesting. A director may sell shares issuable upon vesting of RSUs only for purposes of paying the taxes due upon vesting, but must otherwise hold 100% of the net shares granted to him or her until the ownership requirement has been satisfied. Our Compensation Committee monitors and confirms that our directors and officers are in compliance with the guidelines. 2017 PROXY STATEMENTCLAWBACK POLICY WEYERHAEUSER COMPANY 220 Occidental Avenue South Seattle, Washington 98104 (206)539-3000 April 6, 2017 We have an incentive compensation clawback policy to ensure that incentive compensation is paid based on accurate financial and operating data, and the correct calculation of performance against incentive targets. Our policy provides that in the event of a restatement of the financial or operating results of the company or one of its business segments, the company may seek recovery of incentive compensation that would not otherwise have been paid if the correct performance data had been used to determine the amount payable. PROXYANTI-HEDGING AND VOTING INFORMATIONTRADING POLICY Our anti-hedging and trading policy prohibits our directors and executive officers from hedging their ownership of the company’s stock, including trading in options, puts, calls, or other derivative instruments related to company stock or debt. The policy also prohibits directors and executive officers from pledging company stock and trading company stock on margin. Weyerhaeuser Company (“Weyerhaeuser” orSHAREHOLDER RIGHTS Directors Elected Annually by Majority Vote Standard Our directors are elected on an annual basis. Under our Corporate Governance Guidelines, the “Company”)board will hold itsnominate forre-election only those directors who have tendered irrevocable resignations that would be automatically effective upon (i) the failure of the director to receive a majority of votes cast at any annual meeting and (ii) the board’s acceptance of shareholders atsuch resignation. The Governance and Corporate Responsibility Committee is tasked with recommending to the Courtyard by Marriott, Pioneer Square, 612 2nd Avenue, Seattle, WA 98104 on Friday, May 19, 2017 at 9:00 a.m. (Pacific)board whether to consideraccept or reject the items ontendered resignation, or whether other action should be taken. The board is required to take action with respect to the accompanying notice ofresignation and publicly disclose its decision within 90 days from the annual meeting of shareholders. All items ondate the accompanying noticeelection results are more fully described in this proxy statement.certified. On or about April 6, 2017, we began distributing to each shareholder entitled to vote at the annual meeting either (i) a Notice Regarding the Availability of Proxy Materials with instructions on how to access electronic copies of our annual meeting materials and vote their shares or (ii) this proxy statement, a proxy card and our 2016 annual report. Shares represented by a properly executed proxy will be voted in accordance with instructions provided by the shareholder. Proxies are solicited byShareholder Rights Policy In 2004, the board of directors ofadopted a shareholder rights plan policy that provides that the Company. SHAREHOLDERS ENTITLED TO VOTE AT THE ANNUAL MEETING Only common shareholders of record atboard must obtain shareholder approval prior to adopting any shareholder rights plan. However, the close of businessboard may act on March 24, 2017 are eligibleits own to vote at the annual meeting. On that date, 751,294,581 common shares were outstanding. Each common share entitles the holder to one vote at the annual meeting. VOTE REQUIRED The presence, in person or by proxy, of holders ofadopt a shareholder rights plan if a majority of Weyerhaeuser’sthe independent directors, exercising their fiduciary duties under Washington law, determine that such 2018 ANNUAL MEETING & PROXY STATEMENT 9 CORPORATE GOVERNANCE AT WEYERHAEUSER submission to shareholders would not be in the best interests of shareholders under the circumstances. Special Shareholder Meetings Our Bylaws provide that special meetings of our shareholders may be called by shareholders representing at least 25% of the company’s outstanding common shares is required to constitute a quorum forif certain notice and other procedural requirements are followed and if the transactionboard determines that the matters of business to be brought before the meeting are appropriate for shareholder action under applicable law. RELATED PARTY TRANSACTIONS REVIEW AND APPROVAL POLICY The board of directors recognizes that related party transactions can present a heightened risk of potential or actual conflicts of interest and may create the appearance that company decisions are based on considerations other than the best interests of the company and its shareholders. As a result, the board prefers to avoid related party transactions, while also recognizing that there are situations where related party transactions may be in, or at least may not be inconsistent with, the annual meeting. Abstentionsbest interests of the company and “brokernon-votes” are counted for purposesits shareholders. The board has delegated to the Audit Committee the responsibility to review and, if not adverse to the company’s best interests, approve, related party transactions. A related party transaction is any transaction (or series of determiningrelated transactions) involving the presencecompany and in which the amount involved exceeds $120,000 and a related person has a direct or absence of a quorum. Under Washington law and the Company’s Articles of Incorporation and Bylaws, if a quorum is present at the meeting: indirect material interest. A “related person” is:     ●   Item 1—nominees for election as directors will be elected toa director or executive officer of the board of directors if the votes cast for each such nominee exceed the votes cast against the nominee; company;     ●   Item 2—the advisory vote on the compensationa shareholder who beneficially owns more than 5% of the named executive officers disclosed in the proxy statement will be approved if the votes cast in favor of the proposal exceed the votes cast against the proposal; company’s stock;     ●   Item 3—an immediate family member of any of the alternative receiving the greatest number of votes—every year, every two yearscompany’s directors or every three years—will be the frequency that shareholders approve; and executive officers; or     ●   Item 4—ratificationa company or charitable organization or entity in which any of these persons has a role similar to that of an officer or general partner or beneficially owns 10% or more of the selection of KPMG LLP as our independent registered public accounting firm will be approved if the votes cast in favor of the proposal exceed the votes cast against the proposal. entity. EFFECT OF ABSTENTIONS AND BROKERNON-VOTES The following will not be considered votes castA director, executive officer or a family member who is also a “related person” must inform the company’s Corporate Secretary about any proposed related party transaction and will not count towardsdisclose the election of any director nominee or approval of other proposals:pertinent facts and circumstances. If the Corporate Secretary concludes that a related party transaction is presented, the matter is brought to the Audit Committee for review.     ●   brokernon-votes; ● a share whose ballot is marked as abstain; ● a share otherwise present atAfter review of the annual meeting but for which there is an abstention;facts and ● a share otherwise present at circumstances, the annual meeting as to which a shareholder gives no authority or direction. If your shares are held in street name on your behalf (that is, you own shares in the namedisinterested members of a bank, broker or other holder of record), the broker or other registered holder must receive explicit voting instructions from you to be able to vote on the election of directors and executive compensation, each of which is considered to benon-routine under the applicable rules of the New York Stock Exchange. Brokers do not have discretion to vote onnon-routine matters unless the beneficial owner of the shares has given explicit voting instructions. Consequently, if you do not give your broker explicit instructions, your shares will not be voted on the election of directors, the advisory vote on executive compensation or the advisory vote on the frequency of the advisory vote on executive compensation, and your shares will instead be considered “brokernon-votes” on each such proposal. The ratification of the selection of KPMG LLP as our independent registered public accounting firm is considered a routine matter and, as such, your broker is entitled to vote your shares on such proposal in its discretion, even if you do not provide voting instructions on that item. VOTING INFORMATION You may vote your shares in one of several ways, depending upon how you own your common shares. If you are a shareholder of record (that is, if your shares are registered in your own name with our transfer agent), you can vote any one of four ways: ● Voting on the Internet. Go to www.envisionreports.com/WYcommittee may approve the transaction only if the involved director’s independence, and follow the instructions. You will need to have your control number (from your Notice Regarding the Availability of Proxy Materials or proxy card) with you when you go to the website. company’s best interests are not adversely affected.     ●   Voting by Telephone.CallTransactions not previously submitted for approval shall, upon becoming known, be submitted to the toll-free number listed on the voting website (www.envisionreports.com/WY)committee for ratification, termination or your proxy card and follow the instructions. You will need to have your control number with you when you call. modification of terms.     ●   VotingMaterial transactions approved by Mail. Complete, sign, datethe committee are reported to the board of directors. BOARD COMPOSITION AND CONSIDERATION OF DIRECTOR NOMINEES Director Qualifications Our Governance Guidelines provide that the board should encompass a diverse range of talent, skill and expertise sufficient to provide sound and prudent oversight and guidance with respect to the company’s operations and interests. The Governance Guidelines also provide that at all times a majority of the board must be comprised of “independent directors” as defined from time to time by law, NYSE standards and any specific requirements established by the board. Each director also is expected to: ● exhibit high standards of integrity, commitment and return your proxy card in the envelope provided in advanceindependence of the meeting. thought and judgment;     ●   Voting at the Annual Meeting. If you decideuse his or her skills and experiences to attend the meeting and vote in person, you may deposit your proxy card in the ballot box at the registration desk at the annual meeting or you may complete a ballot that will be distributed at the meeting. The Company is incorporated under Washington law, which specifically permits electronically transmitted proxies, provided that the transmission set forth or be submitted with information from which it can reasonably be determined that the transmission was authorized by the shareholder. The electronic voting procedures provided for the annual meeting are designed to authenticate each shareholder by use of a control number to allow shareholder to vote their shares and to confirm that their instructions have been properly recorded. If you are a beneficial owner of shares held in street name (that is, if you hold your shares through a broker, bank or other holder of record), you should follow the voting instructions you receive from the holder of record to vote your shares. SHAREHOLDERS SHARING THE SAME ADDRESS Each year, we are required to send to each of our registered shareholders of record a Notice of Internet Availability of Proxy Materials and, for those who elect to receive a paper copy of our proxy materials in the mail, one copy of our proxy statement and annual report. We are also required to arrange for these materials to be sent to our beneficial shareholders whose shares are held in street name by a broker, bank, or other holder of record. However, many of our shareholders hold their shares in multiple accounts or share an address with other shareholders, and this results in duplicate mailings of these proxy materials. Shareholders who elect to receive a paper copy of our proxy materials may avoid receiving duplicate mailings and save the Company the cost of producing and mailing duplicate documents as follows: ● Shareholders of Record.If your shares are registered in your own name and you would like to consentprovide independent oversight to the deliverybusiness of a single Notice of Internet Availability of Proxy Materials, proxy statement or annual report, you may contact our transfer agent, Computershare, by mail at P.O. Box 30170, College Station, TX 77842-3170, or by telephone at 1-800-561-4405. the company;     ●   Beneficial Shareholders.If your shares are heldparticipate in street name, please contact a representative of your broker, bank, or other holder of record. constructive and collegial manner;     ●   Rightbe willing to Request Separate Copies.If you consentdevote sufficient time to carrying out the deliveryduties and responsibilities of a single Notice of Internet Availability of Proxy Materials, proxy statement or annual report, but later decide that you would prefer to receive a separate copy of the Notice of Internet Availability of Proxy Materials, proxy statement or annual report, please notify Computershare using the contact information above if you are a registered shareholder, or contact your broker, bank, or other holder of record if you are a beneficial shareholder. REVOCATION OF PROXIES Shareholders who execute proxies retain the right to revoke them at any time before the shares are voted by proxy at the meeting. A shareholder may revoke a proxy by delivering a signed statement to our Corporate Secretary at or prior to the annual meeting or by timely executing and delivering, by internet, telephone, mail or in person at the annual meeting, another proxy dated as of a later date. INFORMATION ABOUT THE MEETING Attendance at the annual meeting is limited to holders of the Company’s common shares. The meeting will be held at 9:00 a.m. Pacific time at the Courtyard by Marriott, Pioneer Square, 612 2nd Avenue, Seattle, WA 98104. A map and directions to the meeting are provided on the back cover of this proxy statement. To reduce costs and conserve resources, instead of a paper copy of our proxy materials, we are sending to the majority of our shareholders a Notice Regarding the Availability of Proxy Materials (the “Notice”). The Notice contains instructions on how to: ● electronically access our proxy statement and our 2016 Annual Report to Shareholders and Form10-K; director;     ●   vote viadevote the internet, by telephone or by mail;time and effort necessary to learn the business of the company and the board; and     ●   receive a paper copyrepresent the long-term interests of our proxy materials by mail, if desired. all shareholders. The Notice will serveIn addition, the board of directors has determined that the board as your admission ticketa whole must have the right diversity, mix of characteristics, talents, skills and expertise to attend the meeting. If you received a paper copy of the proxy materials in the mail, the proxy materials included an admission ticket. You must present the Notice or the admission ticket includedprovide sound and prudent guidance with your proxy materials, together with a government-issued photo identification (such as driver’s license or passport), at the registration desk to be allowed into the annual meeting. If you plan to attend the annual meeting in person, please vote your proxy, but keep the Notice or admission ticket and bring it with yourespect to the annual meeting alongcompany’s operations and interests. The board believes it should be comprised of persons with your photo identification. If you arrive at the meeting without your Notice or admission ticket, we will admit you only if you have photo identification and we are able to verify that you were a shareholder of record as of March 24, 2017. If you are a street name shareholder and you plan to attend the annual meeting, you must present proof of your ownership of Weyerhaeuser common shares as of the March 24, 2017 record date. Acceptable proof would be an original bank or brokerage account statement as of that date. You also must present photo identification to be admitted. If you arrive at the meeting without proof of your ownership of common shares as of the record date or photo identification, you will not be admitted to the meeting. If you are a street name shareholder and intend to designate a proxy holder, the designee must present:skills in areas such as:     ● executive leadership; ●10   your original signed form of proxy;WEYERHAEUSER COMPANY CORPORATE GOVERNANCE AT WEYERHAEUSER ● finance & capital markets;     ●   proof of your ownership of common shares (such as a bank or brokerage statement) as of the March 24, 2017 record date; and other public company board experience;     ● relevant industries, especially natural resource management; ● government, regulatory & legal; ● manufacturing and capital-intensive industry; ● real estate and land management; and ● international business. In addition to the targeted skill areas, the Governance and Corporate Responsibility Committee looks for a strong record of achievement in key knowledge areas that it believes are critical for directors to add value to a board, including: ● Strategy – formulation of corporate strategies, knowledge of key competitors and global markets; ● Leadership – skills in coaching senior executives and the ability to assist the CEO in his or her development; ● Diversity – diverse perspectives as informed by skills, experiences and backgrounds, including without limitation perspectives informed by diverse gender, racial, ethnic and national backgrounds; ● Organizational Issues – understanding of strategy implementation, change management processes, group effectiveness and organizational design; ● Relationships – understanding how to interact with governments, investors, financial analysts, and communities in which the company operates; ● Finance and Operations – understanding of finance matters, financial statements and auditing procedures, technical expertise, legal issues, information technology and marketing; and ● Ethics – the ability to identify and raise key ethical issues concerning the activities of the company and senior management as they affect the business community and society. The Governance and Corporate Responsibility Committee assesses the skill areas currently represented on the board and those skill areas represented by directors expected to retire or leave the board in the near future against the target skill areas, as well as recommendations of directors regarding skills that could improve the overall quality and ability of the board to carry out its function. The Governance and Corporate Responsibility Committee then establishes the specific target skill areas or experiences that are to be the focus of a director search, if necessary. Specific qualities or experiences could include matters such as experience in the company’s industry, financial or technological expertise, experience in situations comparable to the company’s (e.g., companies that have grown through acquisitions, or companies that have restructured their asset portfolios successfully), leadership experience, relevant geographical experience, and diversity in personal experience and worldview arising from differences of culture and circumstance. Board Self-Assessment The board is committed to assessing its own performance as a board in order to identify its strengths as well as areas in which it may improve its performance. The self-evaluation process, which is established by the Governance and Corporate Responsibility Committee, involves the completion of annual written evaluations of the board and its committees, review and discussion of the results of the evaluations by both the committee and full board, and consideration of action plans to address any issues. The evaluation also includes a review of year-over-year evaluation results to identify any trends. As part of its self-assessment process, the board annually determines the diversity of specific skills and characteristics necessary for the optimal functioning of the board in its oversight of the company over both the short- and long-term. Identifying and Evaluating Nominees for Directors The Governance and Corporate Responsibility Committee uses a variety of methods for identifying and evaluating nominees for director. In the event vacancies are anticipated, or arise, the Governance and Corporate Responsibility Committee considers various potential candidates for director, considering the skill areas and characteristics discussed above and qualifications of the individual candidate. Candidates may come to the attention of the committee through current board members, professional search firms, shareholders or other persons. The committee or a subcommittee may interview potential candidates to further assess the qualifications possessed by the candidates and their ability to serve as a director. The committee then determines the best qualified candidates based on the established criteria and recommends those candidates to the board for election at the next annual meeting of shareholders.   photo identification.2018 ANNUAL MEETING & PROXY STATEMENT 11 CORPORATE GOVERNANCE AT WEYERHAEUSER Shareholder Nominees The Governance and Corporate Responsibility Committee will consider nominees for the board of directors recommended by shareholders. If we cannot verify that you are a shareholder your designee will not be admittedwishes to recommend a nominee, he or she should write to the meeting. If you are hearing impaired or require other special accommodation due to disability, please contact ourGovernance and Corporate Responsibility Committee, care of the Corporate Secretary, priorWeyerhaeuser Company, 220 Occidental Avenue South, Seattle, Washington 98104, specifying the name of the nominee and the nominee’s qualifications for membership on the board of directors. Recommendations will be brought to the meetingattention of and be considered by the Governance and Corporate Responsibility Committee. The company’s Bylaws establish procedures that must be followed for shareholder nominations of directors. See “Future Shareholder Proposals and Director Nominations” on page 54 for more information. COMMUNICATION WITH OUR BOARD Communications to indicate the accommodations that you will need. Youboard of directors may do so by writingbe sent to Weyerhaeuser Company, Attention: Corporate Secretary, 220 Occidental Avenue South, Seattle, WAWashington 98104 and marked to the attention of the board or sending anany of its committees, the independent directors or individual directors. Communications also may be sent by email toCorporateSecretary@weyerhaeuser.comCorporateSecretary@Weyerhaeuser.com. No banners, placards, signs, literature for distribution, cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the annual meeting.   12 WEYERHAEUSER COMPANY ITEM 1. ELECTION OF DIRECTORS   ITEM 1. ELECTION OF DIRECTORS All directors elected at the annual meeting will be elected for a term of one year. Our board of directors currently has 13 members. John I. Kieckhefer and David P. Bozeman are retiring from the Board of Directors and therefore have not been nominated to stand forre-election. Under our Bylaws, the board of directors is authorized to fix the number of directors within the range of 9 to 13 members. The 11 persons identified below are nominated to be elected as directors at the 20172018 annual meeting forone-year terms expiring at the 20182019 annual meeting. All of the nominees were elected as directors by shareholders at the 20162017 annual meeting for aone-year term expiring at the 20172018 annual meeting. Unless a shareholder instructs otherwise on the proxy card, it is intended that the shares represented by properly signedexecuted proxies will be voted for the persons nominated by the board of directors. The board of directors anticipates that the listed nominees will be able to serve, but if at the time of the meeting any nominee is unable or unwilling to serve, the proxy holders may vote such shares at their discretion for a substitute nominee. The biography of each of the nominees below contains information regarding the individual’s service as a director, business experience, director positions held currently or at any time during the last five years, and information regarding their experiences, qualifications, attributes or skills that causedconsidered by the Governance and Corporate Responsibility Committee and the board of directors to determine thatassess the person should serve as a nomineenominee’s candidacy for director of the Company for 2017. The board of directors recommends that shareholders vote “FOR” the election of each of the following directors. NOMINEES FOR ELECTION Mark A. Emmert, 64, a director of the Company since 2008, has been the president of the National Collegiate Athletic Association since 2010. He served as president of the University of Washington in Seattle, Washington, from 2004 to 2010; as chancellor of Louisiana State University from 1999 to 2004; and chancellor and provost of the University of Connecticut from 1994 to 1999. Prior to 1994, he was provost and vice president for Academic Affairs at Montana State University and held faculty and administrative positions at the University of Colorado. He also is a director of Expeditors International of Washington, Inc. (global logistics services). He previously served on the board of directors of Omnicare, Inc. (healthcare services) until 2015. He is a Life Member of the Council on Foreign Relations and is a Fellow of the National Academy of Public Administration. He has also been a Fulbright Fellow, a Fellow of the American Council on Education and served on manynon-profit boards. He is an experienced leader of major organizations, with strong skills in government and international relations, strategic planning and public company executive compensation. Rick R. Holley, 65, a director of the Company and chairman of the board of directors since February 2016, was the president and chief executive officer of Plum Creek from 1994 to 2013 and continued to serve as chief executive officer until February 2016. From 1989 to 1994, Mr. Holley served as Plum Creek’s chief financial officer. He previously served on the board of directors of Avista Corporation (electric and natural gas utility) until 2014 and as a director and chairman of the board of Plum Creek (timber) until February 2016. Mr. Holley, one of the longest tenured chief executive officers in the timber industry, has a deep and broad understanding of the Company’s industry and business lines, as well as experience in strategic planning and finance. Sara Grootwassink Lewis, 49, a director of the Company since February 2016, founded, and is the chief executive officer of, Lewis Corporate Advisors, LLC (capital markets advisory firm). From 2002 to 2009, she was chief financial officer of Washington Real Estate Investment Trust Company (equity real estate investment trust). Ms. Grootwassink Lewis also serves on the board of directors of PS Business Parks, Inc. (commercial real estate), and Sun Life Financial Inc. (financial services). She was a member of the board of directors of Plum Creek (timber) until February 2016, Adamas Pharmaceuticals, Inc. (specialty pharmaceuticals) until June 2016 and CapitalSource, Inc. (commercial lending) until its acquisition in 2014. Ms. Grootwassink Lewis is a member of the Public Company Accounting Oversight Board Standing Advisory Group, the Board of Trustees of The Brookings Institution, and a member of the Leadership Board of the United States Chamber of Commerce Center for Capital Markets Competitiveness. Ms. Grootwassink Lewis has extensive executive, financial and real estate industry experience, having served as a senior executive of a publicly traded REIT. Ms. Grootwassink Lewis is also a chartered financial analyst. John F. Morgan, Sr., 70, a director of the Company since February 2016, has owned and managed Morgan Timber, LLC (a private timberland and real estate management and development company) since 2001. He has also owned and managed South Coast Commercial, LLC (a real estate investment firm) since 2009. Mr. Morgan previously held positions in general banking and public securities investment management at First Orlando Corporation (Sun Trust) from 1969 to 1972 and Citizens & Southern Corporation (Bank of America) from 1973 to 1978. He later helped found INVESCO Capital Management (global money management), where he served from 1979 to 2000. He served on the board of directors of Plum Creek (timber) until February 2016 and Post Properties, Inc. (equity real estate investment trust) until its merger in December 2016. Mr. Morgan has extensive experience in the timber industry, as well as in banking, finance and capital markets. Nicole W. Piasecki, 54, a director of the Company since 2003, has been vice president and general manager of the Propulsion Systems Division of Boeing Commercial Airplanes (aerospace) since March 2013. Previously she served as executive vice president of Business Development and Strategic Integration for Boeing Commercial Airplanes from 2010 to March 2013; president of Boeing Japan from 2006 to 2010; vice president of Business Strategy & Marketing for Boeing Commercial Airplanes, from 2003 to 2006; vice president of Sales, Leasing Companies for Boeing Commercial Airplanes from 2000 until January 2003; and served in various positions in engineering, sales, marketing, and business strategy for the Commercial Aircraft Group from 1992. She is Vice Chairman of Seattle University in Seattle, a former director of the Seattle Branch Board of Directors for the Federal Reserve Bank, and a former member of the Board of Governors, Tokyo, of the American Chamber of Commerce of Japan, and the Federal Aviation’s Administration Advisory Council. She has extensive executive experience in capital intensive industries, sales and marketing, strategic planning and international operations and relations. Marc F. Racicot, 68, a director of the Company since February 2016, is an attorney and served as president and chief executive officer of the American Insurance Association (property-casualty insurance trade organization) from 2005 until 2009. From 2001 to 2005, he was an attorney at the law firm of Bracewell & Giuliani, LLP. He is a former Governor (1993 to 2001) and Attorney General (1989 to 1993) of the state of Montana. Mr. Racicot was appointed by President Bush to serve as the Chairman of the Republican National Committee from 2002 to 2003, and he served as Chairman of the Bush/CheneyRe-election Committee from 2003 to 2004. He presently serves on the board of directors of Avista Corporation (electric and natural gas utility) and Massachusetts Mutual Life Insurance Company (insurance). He previously served on the board of directors of Plum Creek (timber) until February 2016. Mr. Racicot has extensive experience in government and the interaction between government and large, complex business organizations. As an experienced lawyer, he also has valuable skill and background in the areas of regulatory and operational risk oversight. Lawrence A. Selzer, 57, a director of the Company since February 2016 has served as the president and chief executive officer of The Conservation Fund (one of the nation’s premiere environmentalnon-profit organizations) since 2001. He previously served on the board of directors of Plum Creek (timber) until February 2016. As chief executive officer of a large conservation organization, Mr. Selzer has experience and expertise in the areas of conservation procurement, conservation finance, land acquisition and disposition, and real estate management. He has experience managing and overseeing a large, complex, and geographically diverse environmental conservation organization. Doyle R. Simons, 53, has been president and chief executive officer of the Company since August 2013 and a director of the Company since June 2012. He had been previously appointed chief executive officer-elect and an executive officer of the Company in June 2013. He served as chairman and chief executive officer of Temple-Inland, Inc. (forest products) from 2008 until February of 2012 when it was acquired by International Paper Company. Previously, he held various management positions with Temple-Inland, including executive vice president from 2005 through 2007 and chief administrative officer from 2003 to 2005. Prior to joining Temple-Inland in 1992, he practiced real estate and banking law with Hutcheson and Grundy, L.L.P. He also serves on the board of directors for Fiserv, Inc. (financial services technology). He has extensive experience in managing forest products companies and capital intensive industries, with strong skills in corporate finance, executive compensation and strategic planning. D. Michael Steuert, 68, a director of the Company since 2004, was senior vice president and chief financial officer for Fluor Corporation (engineering and construction) from 2001 until his retirement in 2012. He served as senior vice president and chief financial officer at Litton Industries Inc. (defense electronics, ship construction and electronic technologies) from 1999 to 2001 and as a senior officer and chief financial officer of GenCorp Inc. (aerospace, propulsion systems, vehicle sealing systems, chemicals and real estate) from 1990 to 1999. He also serves as a director of LNG Ltd. (owner and developer of liquefied natural gas projects) and Great Lakes Dredge & Dock Corporation (dock and dredging infrastructure solutions). He previously served on the board of directors of Prologis, Inc., (industrial real estate) until 2015. Mr. Steuert was formerly a member of the National Financial Executives Institute and the Carnegie Mellon Council on finance. He has extensive executive experience in corporate finance and accounting, managing capital intensive industry operations, natural resources development and strategic planning. Kim Williams, 61, a director of the Company since 2006, was senior vice president and associate director of global industry research for Wellington Management Company LLP (investment management) from 2001 to 2005, was elected a partner effective in 1995 and held various management positions with Wellington from 1986 to 2001. Prior to joining Wellington, she served as vice president, industry analyst for Loomis, Sayles & Co., Inc (investment management) from 1982 to 1986. She is also a director of E.W. Scripps Company (diverse media), Xcel Energy Inc. (utilities), and MicroVest (asset management firm). She is a member of the Women’s Health Leadership Council of Brigham and Women’s Hospital in Boston, Massachusetts, a member of the board of Oxfam America (global antipoverty agency), and president of the board of trustees of Concord Academy, Concord, Massachusetts. She has extensive experience in corporate finance, strategic planning and international operations. Charles R. Williamson, 68, a director of the Company since 2004, was the executive vice president of Chevron Corporation (international oil and gas) frommid-2005 until his retirement in December 2005. Mr. Williamson served as Weyerhaeuser’s chairman of the board from 2009 until February 2016. He was chairman and chief executive officer of Unocal Corporation (oil and natural gas) until its acquisition by Chevron Corporation in 2005. He served as Unocal Corporation’s executive vice president, International Energy Operations, from 1999 to 2000; group vice president, Asia Operations, from 1998 to 1999; group vice president, International Operations from 1996 to 1997. He is also lead director of PACCAR Inc. (manufacturer of high-quality trucks) and is a director of Greyrock Energy (gas transformation). Mr. Williamson previously served as director and chairman of the board of Talisman Energy Inc. (oil and gas) until 2015. He has extensive executive experience in corporate finance, management of capital intensive operations, development of natural resources, technology, international operations, strategic planning and public company executive compensation. nomination. BOARD OF DIRECTORS AND COMMITTEE INFORMATIONDIRECTORS’ CORE COMPETENCIES DIRECTOR INDEPENDENCE; BOARD OPERATION AND LEADERSHIP The Company’s Governance Guidelines require that a majority of the board must at all times be independent directors, as defined from time to time by law, the listing requirements of the New York Stock Exchange and any specific requirements established by the board. You can find the Company’s Governance Guidelines on our website atwww.weyerhaeuser.com by clicking on “Investors” at the top of the page, then “Corporate Governance” and then “Governance Guidelines.” The Company’s board of directors has determined that each of the Company’s directors with the exception of Mr. Holley, the chairman of the board of directors, and Mr. Simons, the Company’s president and chief executive officer, is independent within the meaning of the listing requirements established by the New York Stock Exchange. The board determined that Mr. Simons is not independent because he is the president and chief executive officer of the Company and that Mr. Holley is not independent because he was the chief executive officer of Plum Creek prior to the Plum Creek merger. The independent directors meet regularly in separate executive session. The Company separates the positions of chairman of the board and chief executive officer in recognition of the differences between the two roles. The chief executive officer is responsible for the strategic direction andday-to-day leadership and performance of the Company. Thenon-executive chairman of the board, in consultation with the chief executive officer, provides oversight, direction and leadership to the board, sets the agenda for and presides over meetings of the board, presides at our meetings of shareholders, facilitates communication among our directors and between management and the board, and provides input to the Governance and Corporate Responsibility Committee and Compensation Committee, as appropriate, with respect to our annual board self-evaluation process, succession planning for our management and board of directors, and the performance evaluation process for our chief executive officer. The Company believes that this separation of roles provides more effective monitoring and objective evaluation of the chief executive officer’s performance and strengthens the board’s independent oversight of the Company’s performance and governance standards. It also allows the board to draw on the leadership skills and business experience of two persons, the chairman of the board and the chief executive officer. The board has determined that ournon-executive chairman is not an independent director; therefore, Mr. Williamson was appointed to serve as lead independent director. The lead independent director serves as chairman of the Executive Committee and presides at all meetings of the board of directors or committees of the board at which thenon-executive chairman is not present or able to preside, including executive sessions of the independent directors. SUCCESSION PLANNING The boardis actively engaged and involved in succession planning. The board reviews the Company’s “people development” activities in support of its business strategy regularly. This includes a detailed discussion of the Company’s leadership bench and succession plans with a focus on key positions at the senior officer level. As part of these activities, the board engages in a robust CEO succession planning process, including reviewing development plans for potential CEO candidates and engaging with potential successors at board meetings and in less formal settings to allow directors to personally assess candidates. RISK OVERSIGHT The board is actively involved in the oversight of risks that could affect the Company. This oversight is conducted primarily through committees of the board, as described in the summaries of each of the committees below and in the charters of each of the committees. The full board has retained responsibility for general oversight of risks. The board satisfies this responsibility through reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within the Company. The board believes that this structure provides the appropriate leadership to help ensure effective risk oversight by the board. The Company employs robust strategic planning and enterprise risk management processes. The Company has an integrated risk management process, conducts a review of risk every year and reports to the board of directors on the results of the review. This review includes an identification of specific risks, ranking of the likelihood and magnitude of effect of those risks, scenario analysis, review of risk appetite, and a review of mitigation plans. The Company analyzes risk areas that have the potential to materially affect its businesses and integrates this information into its planning and its reports to the board of directors. In addition to the annual enterprise risk management process, we conduct internal audits and audits by our independent public accounting firm. We have also established a robust compliance and ethics program, as well as disciplined processes designed to oversee our sustainability strategy and environmental and safety performance. You can find a description of our risk management processes on the Company’s website atwww.weyerhaeuser.com by clicking on “Sustainability” at the top of the page, then “Governance” and then “Risk Management.” BOARD AND COMMITTEE MEMBERS The current members of the Company’s board of directors and their committee assignments are set forth in the following table. All directors were elected by shareholders at the 2016 annual meeting.   Name Executive          Audit          Compensation             Governance       Significant Leadership Experience and        Corporate        Responsibility        David P. BozemanSix nominees have prior experience as a CEO or equivalent position for a large organization.             Manufacturing or Capital-Intensive Industry Six nominees have a business background in manufacturing or other capital-intensive industry.    ✓Real Estate & Land Management Mark A. EmmertFive nominees have experience in the real estate and land management business.           ✓Government, Regulatory & Legal Six nominees have a government, regulatory or legal background.    Public Company Board Experience Eight nominees have experience serving on other public company boards. Finance & Capital Markets Eight nominees have experience in finance and capital markets. Timber & Forest Products Seven nominees have experience in the timber and forest products industry. International Business Six nominees have experience in international business operations.    Rick R. Holley The board of directors recommends that shareholders vote✓“FOR” the election of each of the following directors. John I. Kieckhefer ✓ Sara Grootwassink Lewis ✓ John F. Morgan, Sr. ✓ Nicole W. Piasecki ✓ ✓*       Marc F. Racicot ✓ ✓ Lawrence A. Selzer ✓ ✓ Doyle R. Simons ✓ D. Michael Steuert ✓*       Kim Williams ✓ ✓ Charles R. Williamson ✓*        ✓*            * 2018 ANNUAL MEETING & PROXY STATEMENT Committee chair13 ITEM 1. ELECTION OF DIRECTORS NOMINEES FOR ELECTION MARK A. EMMERT Age:65 Director Since: 2008 Biographical Information: Mark A. Emmert has been the president of the National Collegiate Athletic Association since 2010. He served as president of the University of Washington in Seattle, Washington, from 2004 to 2010; as chancellor of Louisiana State University from 1999 to 2004; and chancellor and provost of the University of Connecticut from 1994 to 1999. Prior to 1994, he was provost and vice president for Academic Affairs at Montana State University and held faculty and administrative positions at the University of Colorado. He also is a director of Expeditors International of Washington, Inc. (global logistics services). He previously served on the board of directors of Omnicare, Inc. (healthcare services) until 2015. Qualifications: Mr. Emmert is a Life Member of the Council on Foreign Relations and is a Fellow of the National Academy of Public Administration. He has also been a Fulbright Fellow, a Fellow of the American Council on Education and served on manynon-profit boards. He is an experienced leader of major organizations, with strong skills in government and international relations, strategic planning and public company executive compensation. RICK R. HOLLEY Age:66 Director Since: 2016 Biographical Information: Rick R. Holley was the president and chief executive officer of Plum Creek from 1994 to 2013 and continued to serve as chief executive officer until February 2016. From 1989 to 1994, Mr. Holley served as Plum Creek’s chief financial officer. He previously served on the board of directors of Avista Corporation (electric and natural gas utility) until 2014 and as a director and chairman of the board of Plum Creek (timber) until February 2016. Qualifications: Mr. Holley, one of the longest tenured chief executive officers in the timber industry, has a deep and broad understanding of the company’s industry and business lines, as well as experience in strategic planning and finance. SARA GROOTWASSINK LEWIS Age:50 Director Since: 2016 Biographical Information: Sara Grootwassink Lewis founded, and is the chief executive officer of, Lewis Corporate Advisors (capital markets advisory firm). From 2002 to 2009, she was chief financial officer of Washington Real Estate Investment Trust Company (equity real estate investment trust). Ms. Grootwassink Lewis also serves on the board of directors of PS Business Parks, Inc. (commercial real estate), and Sun Life Financial Inc. (global financial services). She previously served on the board of directors of CapitalSource, Inc. (commercial lending) from 2004 until its acquisition in 2014, Plum Creek (timber) until February 2016 and Adamas Pharmaceuticals, Inc. (specialty pharmaceuticals) until June 2016. Qualifications: Ms. Grootwassink Lewis is a member of the board of trustees of The Brookings Institution and the leadership board of the United States Chamber of Commerce Center for Capital Markets Competitiveness, and a former member of the Public Company Accounting Oversight Board Standing Advisory Group from 2015-2017. Ms. Grootwassink Lewis has extensive executive, financial and real estate industry experience, having served as a senior executive of a publicly traded REIT as well as service on several public company boards. Ms. Grootwassink Lewis also holds a chartered financial analyst designation.   14 WEYERHAEUSER COMPANY BOARD AND COMMITTEE MEETINGS IN 2016ITEM 1. ELECTION OF DIRECTORS The board of directors currently has four committees that assist in the execution of the board’s responsibilities and perform certain functions for the board: Executive Committee, Audit Committee, Compensation Committee and Governance and Corporate Responsibility Committee.   The following table summarizes meeting information for the board and each of the board’s committees in 2016. The board of directors met on seven occasions in 2016. In 2016, each of the directors attended at least 75% of the total meetings of the board and the committees on which he or she served.        Number of Meetings   Name   Board of Directors     Executive     Audit     Compensation     Governance and Corporate Responsibility   Total meetings in 2016     7       —       10       4       3   JOHN F. MORGAN SR. Age: 71 Director Since: 2016 Biographical Information: John F. Morgan Sr. has owned and managed Morgan Timber, LLC (a private timberland and real estate management and development company) since 2001. He has also owned and managed South Coast Commercial, LLC (a real estate investment firm) since 2009. Mr. Morgan previously held positions in general banking and public securities investment management at First Orlando Corporation (Sun Trust) from 1969 to 1972 and Citizens & Southern Corporation (Bank of America) from 1973 to 1978. He later helped found INVESCO Capital Management (global money management), where he served from 1979 to 2000. He previously served on the board of directors of Plum Creek (timber) until February 2016 and Post Properties, Inc. (equity real estate investment trust) until its merger in December 2016. Qualifications: Mr. Morgan has extensive experience in the timber industry, as well as in banking, finance and capital markets. NICOLE W. PIASECKI Age:55 Director Since: 2003 Biographical Information: Nicole W. Piasecki served as vice president and general manager of the Propulsion Systems Division of Boeing Commercial Airplanes from March 2013 to September 2017. Previously, she served as vice president of Business Development & Strategic Integration for Boeing Commercial Airplanes from 2010 to March 2013; president of Boeing Japan from 2006 to 2010; vice president of Business Strategy & Marketing for Boeing Commercial Airplanes from 2003 to 2006; vice president of Sales, Leasing Companies, for Boeing Commercial Airplanes from 2000 until January 2003; and served in various positions in engineering, sales, marketing, and business strategy for the Commercial Aircraft Group since 1992. She is the vice chair of the board of trustees of Seattle University in Seattle, Washington, a former director on the Seattle Branch board of directors for the Federal Reserve Bank, and a former member of the board of governors, Tokyo, of the American Chamber of Commerce of Japan, and the Federal Aviation’s Administration Advisory Council. Qualifications: Ms. Piasecki has extensive executive experience in capital-intensive industries, sales and marketing, strategic planning and international operations and relations. MARC F. RACICOT Age:69 Director Since: 2016 Biographical Information: Marc F. Racicot is an attorney and served as president and chief executive officer of the American Insurance Association (property-casualty insurance trade organization) from 2005 until 2009. From 2001 to 2005, he was an attorney at the law firm of Bracewell & Giuliani, LLP. He is a former Governor (1993 to 2001) and Attorney General (1989 to 1993) of the state of Montana. Mr. Racicot was appointed by President Bush to serve as the chairman of the Republican National Committee from 2002 to 2003, and he served as chairman of the Bush/CheneyRe-election Committee from 2003 to 2004. He presently serves on the board of directors of Avista Corporation (electric and natural gas utility) and Massachusetts Mutual Life Insurance Company (insurance). He previously served on the board of directors of Plum Creek (timber) until February 2016. Qualifications: Mr. Racicot has extensive experience in government and the interaction between government and large, complex business organizations. As an experienced lawyer, he also has valuable skill and background in the areas of regulatory and operational risk oversight. 2018 ANNUAL MEETING & PROXY STATEMENT 15 ITEM 1. ELECTION OF DIRECTORS LAWRENCE A. SELZER Age:58 Director Since: 2016 Biographical Information: Lawrence A. Selzer has served as the president and chief executive officer of The Conservation Fund (one of the nation’s premiere environmentalnon-profit organizations) since 2001. He is the chairman of the board of directors of American Bird Conservancy and a member of the board of trustees of Manomet. He previously served on the board of directors of Plum Creek (timber) until February 2016 and as chairman of the board of directors of Outdoor Foundation from 2007 until 2016. Qualifications: Mr. Selzer has experience and expertise in the areas of conservation procurement, conservation finance, land acquisition and disposition, and real estate management. He has experience managing and overseeing a large, complex, and geographically diverse environmental conservation organization. DOYLE R. SIMONS Age:54 Director Since: 2012 Biographical Information: Doyle R. Simons has been president and chief executive officer of the company since August 2013 and a director of the company since June 2012. He had been previously appointed chief executive officer-elect and an executive officer of the company in June 2013. He served as chairman and chief executive officer of Temple-Inland, Inc. (forest products) from 2008 until February of 2012 when it was acquired by International Paper Company. Previously, he held various management positions with Temple-Inland, including executive vice president from 2005 through 2007 and chief administrative officer from 2003 to 2005. Prior to joining Temple-Inland in 1992, he practiced real estate and banking law with Hutcheson and Grundy, L.L.P. He also serves on the board of directors for Fiserv, Inc. (financial services technology). Qualifications: Mr. Simons has extensive experience in managing forest products companies andcapital-intensive industries, with strong skills in corporate finance, executive compensation and strategic planning. D. MICHAEL STEUERT Age:69 Director Since: 2004 Biographical Information: D. Michael Steuert was senior vice president and chief financial officer for Fluor Corporation (engineering and construction) from 2001 until his retirement in 2012. He served as senior vice president and chief financial officer at Litton Industries Inc. (defense electronics, ship construction and electronic technologies) from 1999 to 2001 and as a senior officer and chief financial officer of GenCorp Inc. (aerospace, propulsion systems, vehicle sealing systems, chemicals and real estate) from 1990 to 1999. He also serves as a director of LNG Ltd. (owner and developer of liquefied natural gas projects) and Great Lakes Dredge & Dock Corporation (dock and dredging infrastructure solutions). He previously served on the board of directors of Prologis, Inc., (industrial real estate) until 2015. Qualifications: Mr. Steuert was formerly a member of the National Financial Executives Institute and the Carnegie Mellon Council on finance. He has extensive executive experience in corporate finance and accounting, managing capital-intensive industry operations, natural resources development and strategic planning. 16 WEYERHAEUSER COMPANY ITEM 1. ELECTION OF DIRECTORS KIM WILLIAMS Age:62 Director Since: 2006 Biographical Information: Kim Williams was senior vice president and associate director of global industry research for Wellington Management Company LLP (investment management) from 2001 to 2005, was elected a partner effective in 1995 and held various management positions with Wellington from 1986 to 2001. Prior to joining Wellington, she served as vice president, industry analyst for Loomis, Sayles & Co., Inc (investment management) from 1982 to 1986. She is also a director of E.W. Scripps Company (diverse media), Xcel Energy Inc. (utilities), and MicroVest (asset management firm). She is a member of the Women’s Health Leadership Council of Brigham and Women’s Hospital in Boston, Massachusetts, a member of the board of Oxfam America (global antipoverty agency), and president of the board of trustees of Concord Academy, Concord, Massachusetts. Qualifications: Ms. Williams has extensive experience in corporate finance, strategic planning and international operations. CHARLES R. WILLIAMSON Age:69 Director Since: 2004 Biographical Information: Charles R. Williamson was the executive vice president of Chevron Corporation (international oil and gas) frommid-2005 until his retirement in December 2005. Mr. Williamson served as Weyerhaeuser’s chairman of the board from 2009 until February 2016. He was chairman and chief executive officer of Unocal Corporation (oil and natural gas) until its acquisition by Chevron Corporation in 2005. He served as Unocal Corporation’s executive vice president, International Energy Operations, from 1999 to 2000; group vice president, Asia Operations, from 1998 to 1999; group vice president, International Operations from 1996 to 1997. He is also lead director of PACCAR Inc. (manufacturer of high-quality trucks) and is a director of Greyrock Energy (gas transformation). Mr. Williamson previously served as a director and chairman of the board of Talisman Energy Inc. (oil and gas) until 2015. Qualifications: Mr. Williamson has extensive executive experience in corporate finance, management ofcapital-intensive operations, development of natural resources, technology, international operations, strategic planning and public company executive compensation. COMMITTEES OF THE BOARD Each committee of the board of directors is described below. Each committee has adoptedof the Audit, Compensation and Governance and Corporate Responsibility committees acts pursuant to written charter, a charter,copy of which you can find on the Company’scompany’s website atwww.weyerhaeuser.com by clicking on “Investors” at the top of the page, then “Corporate Governance” and then “Committee Charters and Composition.” If you would like to receive a paper copy of any committee charter, you may request one by writing to Weyerhaeuser Company, Attention: Corporate Secretary, 220 Occidental Avenue South, Seattle, Washington 98104 or by sending an email toCorporateSecretary@weyerhaeuser.comComposition”. Executive CommitteeDirector Qualifications The board of directors has given the Executive Committee the power and authority to act forOur Governance Guidelines provide that the board in the interval between board meetings, exceptshould encompass a diverse range of talent, skill and expertise sufficient to provide sound and prudent oversight and guidance with respect to the extent limitedcompany’s operations and interests. The Governance Guidelines also provide that at all times a majority of the board must be comprised of “independent directors” as defined from time to time by law, NYSE standards and the Company’s Articles of Incorporation. Audit Committee The Audit Committee is responsible for assisting the board of directors in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing, and financial reporting practices of the Company, including the Company’s compliance with legal and regulatoryany specific requirements and such other duties as directedestablished by the board of directors. The committee has sole authority forboard. Each director also is expected to: ● exhibit high standards of integrity, commitment and independence of thought and judgment; ● use his or her skills and experiences to provide independent oversight to the business of the company; ● participate in a constructive and collegial manner; ● be willing to devote sufficient time to carrying out the duties and responsibilities of a director; ● devote the time and effort necessary to learn the business of the company and the board; and ● represent the long-term interests of all shareholders. In addition, the appointment, compensation and oversight of the Company’s independent auditors, including the approval of any significantnon-audit relationship. The board of directors has determined that Mr. Steuert is an audit committee financial expert (as such term is defined under applicable rulesthe board as a whole must have the right diversity, mix of characteristics, talents, skills and expertise to provide sound and prudent guidance with respect to the Securitiescompany’s operations and Exchange Commission). Independence:interests. The board believes it should be comprised of directors has determined that each member of the Audit Committee is independent within the meaning of the listing requirements of the New York Stock Exchange. Risk Oversight:The Audit Committee is responsible for oversight of Company risks relating to accounting matters, financial reporting and legal and regulatory compliance. To satisfy these oversight responsibilities, the committee separately meets regularlypersons with the Company’s chief accounting officer, director of internal audit, general counsel, KPMG LLP and management. The committee chair regularly meets between formal committee meetings with the Company’s chief accounting officer, director of internal audit and KPMG LLP. The committee also receives regular reports regarding issuesskills in areas such as the status and findings of audits being conducted by the internal and independent auditors, the status of material litigation, accounting changes that could affect the Company’s financial statements and proposed audit adjustments. Compensation Committee The Compensation Committee is responsible for:as:     ● executive leadership; ●10   reviewing and approving the strategy and design of the Company’s compensation and benefits systems;WEYERHAEUSER COMPANY CORPORATE GOVERNANCE AT WEYERHAEUSER   ●   making recommendations to the board for incentive compensation and equity-based plans; finance & capital markets;   ●   reviewing and making recommendations to theother public company board regarding the compensation of the Company’s chief executive officer; experience;   ●   reviewing and approving salaries and incentive compensation of executive officers; relevant industries, especially natural resource management;   ●   administering the Company’s equity and cash incentive compensation plans; government, regulatory & legal;   ●   selectingmanufacturing and regularly reviewing the peer group used for benchmarking compensation for executive officers; capital-intensive industry;   ●   reviewingreal estate and making recommendations to the board regarding the compensation of the Company’s directors;land management; and   ●   annually determining the independence of the Compensation Committee’s compensation consultant and whether the consultant’s work raises any conflicts of interest. international business. Independence:The board of directors has determined that each member ofIn addition to the Compensation Committee is independent withintargeted skill areas, the meaning of the listing requirements of the New York Stock Exchange. Risk Oversight: The Compensation Committee is responsible for oversight of risks relating to employment policies and the Company’s compensation and benefits systems and for annually reviewing these policies and practices to determine whether they are reasonably likely to have a material adverse effect on the Company. To assist it in satisfying these oversight responsibilities, the committee has retained its own compensation consultant and meets regularly with management to understand the financial, human resources and shareholder implications of compensation decisions being made. The committee chair also regularly meets between formal committee meetings with management and the committee’s consultant. Governance and Corporate Responsibility Committee looks for a strong record of achievement in key knowledge areas that it believes are critical for directors to add value to a board, including: ● Strategy – formulation of corporate strategies, knowledge of key competitors and global markets; ● Leadership – skills in coaching senior executives and the ability to assist the CEO in his or her development; ● Diversity – diverse perspectives as informed by skills, experiences and backgrounds, including without limitation perspectives informed by diverse gender, racial, ethnic and national backgrounds; ● Organizational Issues – understanding of strategy implementation, change management processes, group effectiveness and organizational design; ● Relationships – understanding how to interact with governments, investors, financial analysts, and communities in which the company operates; ● Finance and Operations – understanding of finance matters, financial statements and auditing procedures, technical expertise, legal issues, information technology and marketing; and ● Ethics – the ability to identify and raise key ethical issues concerning the activities of the company and senior management as they affect the business community and society. The Governance and Corporate Responsibility Committee assesses the skill areas currently represented on the board and those skill areas represented by directors expected to retire or leave the board in the near future against the target skill areas, as well as recommendations of directors regarding skills that could improve the overall quality and ability of the board to carry out its function. The Governance and Corporate Responsibility Committee then establishes the specific target skill areas or experiences that are to be the focus of a director search, if necessary. Specific qualities or experiences could include matters such as experience in the company’s industry, financial or technological expertise, experience in situations comparable to the company’s (e.g., companies that have grown through acquisitions, or companies that have restructured their asset portfolios successfully), leadership experience, relevant geographical experience, and diversity in personal experience and worldview arising from differences of culture and circumstance. Board Self-Assessment The board is committed to assessing its own performance as a board in order to identify its strengths as well as areas in which it may improve its performance. The self-evaluation process, which is established by the Governance and Corporate Responsibility Committee, involves the completion of annual written evaluations of the board and its committees, review and discussion of the results of the evaluations by both the committee and full board, and consideration of action plans to address any issues. The evaluation also includes a review of year-over-year evaluation results to identify any trends. As part of its self-assessment process, the board annually determines the diversity of specific skills and characteristics necessary for the optimal functioning of the board in its oversight of the company over both the short- and long-term. Identifying and Evaluating Nominees for Directors The Governance and Corporate Responsibility Committee takesuses a leadership role in shapingvariety of methods for identifying and evaluating nominees for director. In the governance of the Company. It provides oversight and direction regarding the functioning and operation of the board. It also recommends to the board candidates for nomination and election as directors and director candidates for election as the chairman of the board. The committee manages the processes used by the board in its self-assessment and its evaluation of the chief executive officer. The committee also provides oversight of: ● senior management succession planning; ● sustainability strategy and performance; ● environmental and safety issues; ● ethics and business conduct; ● political activities and governmental issues; and ● human resources practices. Independence:The board of directors has determined that each member ofevent vacancies are anticipated, or arise, the Governance and Corporate Responsibility Committee is independent withinconsiders various potential candidates for director, considering the meaningskill areas and characteristics discussed above and qualifications of the listing requirementsindividual candidate. Candidates may come to the attention of the New York Stock Exchange.committee through current board members, professional search firms, shareholders or other persons. The committee or a subcommittee may interview potential candidates to further assess the qualifications possessed by the candidates and their ability to serve as a director. The committee then determines the best qualified candidates based on the established criteria and recommends those candidates to the board for election at the next annual meeting of shareholders. 2018 ANNUAL MEETING & PROXY STATEMENT 11 CORPORATE GOVERNANCE AT WEYERHAEUSER Risk Oversight:Shareholder Nominees The Governance and Corporate Responsibility Committee is responsible for oversight of risks relating to management and board succession planning, the Company’s sustainability and environmental practices and policies, stakeholder responses to the Company’s ethics and business practices, the Company’s political activities and governmental policy development that could affect Company operations and strategic decisions, and employee and investor responses to the Company’s human resources practices. To satisfy these oversight responsibilities, the committee receives regular reports from officers of the Company responsible for each of these risk areas on matters such as progress against succession planning programs and goals, trends in risk levels, the employee climate, risk management activities, and non-governmental and governmental policies or proposals that could affect Company operations. Because many of these risks could have financial and reporting implicationswill consider nominees for the Company, the board andof directors recommended by shareholders. If a shareholder wishes to recommend a nominee, he or she should write to the Governance and Corporate Responsibility Committee, have determined that at least one membercare of the committee must serve concurrentlyCorporate Secretary, Weyerhaeuser Company, 220 Occidental Avenue South, Seattle, Washington 98104, specifying the name of the nominee and the nominee’s qualifications for membership on the Auditboard of directors. Recommendations will be brought to the attention of and be considered by the Governance and Corporate Responsibility Committee. The company’s Bylaws establish procedures that must be followed for shareholder nominations of directors. See “Future Shareholder Proposals and Director Nominations” on page 54 for more information. COMMUNICATION WITH OUR BOARD Governance GuidelinesCommunications to the board of directors may be sent to Weyerhaeuser Company, Attention: Corporate Secretary, 220 Occidental Avenue South, Seattle, Washington 98104 and marked to the attention of the board or any of its committees, the independent directors or individual directors. Communications also may be sent by email toCorporateSecretary@Weyerhaeuser.com. 12 WEYERHAEUSER COMPANY ITEM 1. ELECTION OF DIRECTORS ITEM 1. ELECTION OF DIRECTORS The 11 persons identified below are nominated to be elected as directors at the 2018 annual meeting forone-year terms expiring at the 2019 annual meeting. All of the nominees were elected as directors by shareholders at the 2017 annual meeting for aone-year term expiring at the 2018 annual meeting. Unless a shareholder instructs otherwise on the proxy card, it is intended that the shares represented by properly executed proxies will be voted for the persons nominated by the board of directors. The board of directors has documentedanticipates that the governance practices followedlisted nominees will be able to serve, but if at the time of the meeting any nominee is unable or unwilling to serve, the proxy holders may vote such shares at their discretion for a substitute nominee. The biography of each of the nominees below contains information regarding the individual’s service as a director, business experience, director positions held currently or at any time during the last five years, and information regarding their experiences, qualifications, attributes or skills considered by the Company by adopting Governance Guidelines. The Governance Guidelines establish the practicesand Corporate Responsibility Committee and the board of directors follows with respect to assess the nominee’s candidacy for nomination. DIRECTORS’ CORE COMPETENCIES Significant Leadership Experience Six nominees have prior experience as a CEO or equivalent position for a large organization. Manufacturing or Capital-Intensive Industry Six nominees have a business background in manufacturing or other capital-intensive industry. Real Estate & Land Management Five nominees have experience in the real estate and land management business. Government, Regulatory & Legal Six nominees have a government, regulatory or legal background. Public Company Board Experience Eight nominees have experience serving on other public company boards. Finance & Capital Markets Eight nominees have experience in finance and capital markets. Timber & Forest Products Seven nominees have experience in the timber and forest products industry. International Business Six nominees have experience in international business operations. The board of directors recommends that shareholders vote“FOR” the election of each of the following directors. 2018 ANNUAL MEETING & PROXY STATEMENT 13 ITEM 1. ELECTION OF DIRECTORS NOMINEES FOR ELECTION MARK A. EMMERT Age:65 Director Since: 2008 Biographical Information: Mark A. Emmert has been the president of the National Collegiate Athletic Association since 2010. He served as president of the University of Washington in Seattle, Washington, from 2004 to 2010; as chancellor of Louisiana State University from 1999 to 2004; and chancellor and provost of the University of Connecticut from 1994 to 1999. Prior to 1994, he was provost and vice president for Academic Affairs at Montana State University and held faculty and administrative positions at the University of Colorado. He also is a director of Expeditors International of Washington, Inc. (global logistics services). He previously served on the board of directors of Omnicare, Inc. (healthcare services) until 2015. Qualifications: Mr. Emmert is a Life Member of the Council on Foreign Relations and is a Fellow of the National Academy of Public Administration. He has also been a Fulbright Fellow, a Fellow of the American Council on Education and served on manynon-profit boards. He is an experienced leader of major organizations, with strong skills in government and international relations, strategic planning and public company executive compensation. RICK R. HOLLEY Age:66 Director Since: 2016 Biographical Information: Rick R. Holley was the president and chief executive officer of Plum Creek from 1994 to 2013 and continued to serve as chief executive officer until February 2016. From 1989 to 1994, Mr. Holley served as Plum Creek’s chief financial officer. He previously served on the board of directors of Avista Corporation (electric and natural gas utility) until 2014 and as a director and chairman of the board of Plum Creek (timber) until February 2016. Qualifications: Mr. Holley, one of the longest tenured chief executive officers in the timber industry, has a deep and broad understanding of the company’s industry and business lines, as well as experience in strategic planning and finance. SARA GROOTWASSINK LEWIS Age:50 Director Since: 2016 Biographical Information: Sara Grootwassink Lewis founded, and is the chief executive officer of, Lewis Corporate Advisors (capital markets advisory firm). From 2002 to 2009, she was chief financial officer of Washington Real Estate Investment Trust Company (equity real estate investment trust). Ms. Grootwassink Lewis also serves on the board of directors of PS Business Parks, Inc. (commercial real estate), and Sun Life Financial Inc. (global financial services). She previously served on the board of directors of CapitalSource, Inc. (commercial lending) from 2004 until its acquisition in 2014, Plum Creek (timber) until February 2016 and Adamas Pharmaceuticals, Inc. (specialty pharmaceuticals) until June 2016. Qualifications: Ms. Grootwassink Lewis is a member of the board of trustees of The Brookings Institution and the leadership board of the United States Chamber of Commerce Center for Capital Markets Competitiveness, and a former member of the Public Company Accounting Oversight Board Standing Advisory Group from 2015-2017. Ms. Grootwassink Lewis has extensive executive, financial and real estate industry experience, having served as a senior executive of a publicly traded REIT as well as service on several public company boards. Ms. Grootwassink Lewis also holds a chartered financial analyst designation. 14 WEYERHAEUSER COMPANY ITEM 1. ELECTION OF DIRECTORS JOHN F. MORGAN SR. Age: 71 Director Since: 2016 Biographical Information: John F. Morgan Sr. has owned and managed Morgan Timber, LLC (a private timberland and real estate management and development company) since 2001. He has also owned and managed South Coast Commercial, LLC (a real estate investment firm) since 2009. Mr. Morgan previously held positions in general banking and public securities investment management at First Orlando Corporation (Sun Trust) from 1969 to 1972 and Citizens & Southern Corporation (Bank of America) from 1973 to 1978. He later helped found INVESCO Capital Management (global money management), where he served from 1979 to 2000. He previously served on the board of directors of Plum Creek (timber) until February 2016 and Post Properties, Inc. (equity real estate investment trust) until its merger in December 2016. Qualifications: Mr. Morgan has extensive experience in the timber industry, as well as in banking, finance and capital markets. NICOLE W. PIASECKI Age:55 Director Since: 2003 Biographical Information: Nicole W. Piasecki served as vice president and general manager of the Propulsion Systems Division of Boeing Commercial Airplanes from March 2013 to September 2017. Previously, she served as vice president of Business Development & Strategic Integration for Boeing Commercial Airplanes from 2010 to March 2013; president of Boeing Japan from 2006 to 2010; vice president of Business Strategy & Marketing for Boeing Commercial Airplanes from 2003 to 2006; vice president of Sales, Leasing Companies, for Boeing Commercial Airplanes from 2000 until January 2003; and served in various positions in engineering, sales, marketing, and business strategy for the Commercial Aircraft Group since 1992. She is the vice chair of the board of trustees of Seattle University in Seattle, Washington, a former director on the Seattle Branch board of directors for the Federal Reserve Bank, and a former member of the board of governors, Tokyo, of the American Chamber of Commerce of Japan, and the Federal Aviation’s Administration Advisory Council. Qualifications: Ms. Piasecki has extensive executive experience in capital-intensive industries, sales and marketing, strategic planning and international operations and relations. MARC F. RACICOT Age:69 Director Since: 2016 Biographical Information: Marc F. Racicot is an attorney and served as president and chief executive officer of the American Insurance Association (property-casualty insurance trade organization) from 2005 until 2009. From 2001 to 2005, he was an attorney at the law firm of Bracewell & Giuliani, LLP. He is a former Governor (1993 to 2001) and Attorney General (1989 to 1993) of the state of Montana. Mr. Racicot was appointed by President Bush to serve as the chairman of the Republican National Committee from 2002 to 2003, and he served as chairman of the Bush/CheneyRe-election Committee from 2003 to 2004. He presently serves on the board of directors of Avista Corporation (electric and natural gas utility) and Massachusetts Mutual Life Insurance Company (insurance). He previously served on the board of directors of Plum Creek (timber) until February 2016. Qualifications: Mr. Racicot has extensive experience in government and the interaction between government and large, complex business organizations. As an experienced lawyer, he also has valuable skill and background in the areas of regulatory and operational risk oversight. 2018 ANNUAL MEETING & PROXY STATEMENT 15 ITEM 1. ELECTION OF DIRECTORS LAWRENCE A. SELZER Age:58 Director Since: 2016 Biographical Information: Lawrence A. Selzer has served as the president and chief executive officer of The Conservation Fund (one of the nation’s premiere environmentalnon-profit organizations) since 2001. He is the chairman of the board of directors of American Bird Conservancy and a member of the board of trustees of Manomet. He previously served on the board of directors of Plum Creek (timber) until February 2016 and as chairman of the board of directors of Outdoor Foundation from 2007 until 2016. Qualifications: Mr. Selzer has experience and expertise in the areas of conservation procurement, conservation finance, land acquisition and disposition, and real estate management. He has experience managing and overseeing a large, complex, and geographically diverse environmental conservation organization. DOYLE R. SIMONS Age:54 Director Since: 2012 Biographical Information: Doyle R. Simons has been president and chief executive officer of the company since August 2013 and a director of the company since June 2012. He had been previously appointed chief executive officer-elect and an executive officer of the company in June 2013. He served as chairman and chief executive officer of Temple-Inland, Inc. (forest products) from 2008 until February of 2012 when it was acquired by International Paper Company. Previously, he held various management positions with Temple-Inland, including executive vice president from 2005 through 2007 and chief administrative officer from 2003 to 2005. Prior to joining Temple-Inland in 1992, he practiced real estate and banking law with Hutcheson and Grundy, L.L.P. He also serves on the board of directors for Fiserv, Inc. (financial services technology). Qualifications: Mr. Simons has extensive experience in managing forest products companies andcapital-intensive industries, with strong skills in corporate finance, executive compensation and strategic planning. D. MICHAEL STEUERT Age:69 Director Since: 2004 Biographical Information: D. Michael Steuert was senior vice president and chief financial officer for Fluor Corporation (engineering and construction) from 2001 until his retirement in 2012. He served as senior vice president and chief financial officer at Litton Industries Inc. (defense electronics, ship construction and electronic technologies) from 1999 to 2001 and as a senior officer and chief financial officer of GenCorp Inc. (aerospace, propulsion systems, vehicle sealing systems, chemicals and real estate) from 1990 to 1999. He also serves as a director of LNG Ltd. (owner and developer of liquefied natural gas projects) and Great Lakes Dredge & Dock Corporation (dock and dredging infrastructure solutions). He previously served on the board of directors of Prologis, Inc., (industrial real estate) until 2015. Qualifications: Mr. Steuert was formerly a member of the National Financial Executives Institute and the Carnegie Mellon Council on finance. He has extensive executive experience in corporate finance and accounting, managing capital-intensive industry operations, natural resources development and strategic planning. 16 WEYERHAEUSER COMPANY ITEM 1. ELECTION OF DIRECTORS KIM WILLIAMS Age:62 Director Since: 2006 Biographical Information: Kim Williams was senior vice president and associate director of global industry research for Wellington Management Company LLP (investment management) from 2001 to 2005, was elected a partner effective in 1995 and held various management positions with Wellington from 1986 to 2001. Prior to joining Wellington, she served as vice president, industry analyst for Loomis, Sayles & Co., Inc (investment management) from 1982 to 1986. She is also a director of E.W. Scripps Company (diverse media), Xcel Energy Inc. (utilities), and MicroVest (asset management firm). She is a member of the Women’s Health Leadership Council of Brigham and Women’s Hospital in Boston, Massachusetts, a member of the board of Oxfam America (global antipoverty agency), and president of the board of trustees of Concord Academy, Concord, Massachusetts. Qualifications: Ms. Williams has extensive experience in corporate finance, strategic planning and international operations. CHARLES R. WILLIAMSON Age:69 Director Since: 2004 Biographical Information: Charles R. Williamson was the executive vice president of Chevron Corporation (international oil and gas) frommid-2005 until his retirement in December 2005. Mr. Williamson served as Weyerhaeuser’s chairman of the board from 2009 until February 2016. He was chairman and chief executive officer of Unocal Corporation (oil and natural gas) until its acquisition by Chevron Corporation in 2005. He served as Unocal Corporation’s executive vice president, International Energy Operations, from 1999 to 2000; group vice president, Asia Operations, from 1998 to 1999; group vice president, International Operations from 1996 to 1997. He is also lead director of PACCAR Inc. (manufacturer of high-quality trucks) and is a director of Greyrock Energy (gas transformation). Mr. Williamson previously served as a director and chairman of the board of Talisman Energy Inc. (oil and gas) until 2015. Qualifications: Mr. Williamson has extensive executive experience in corporate finance, management ofcapital-intensive operations, development of natural resources, technology, international operations, strategic planning and public company executive compensation. COMMITTEES OF THE BOARD Each committee of the board functionof directors is described below. Each of the Audit, Compensation and operation, Company operations, board organizationGovernance and composition and board conduct. The Governance Guidelines are availableCorporate Responsibility committees acts pursuant to written charter, a copy of which you can find on the Company’scompany’s website atwww.weyerhaeuser.com by clicking on “Investors” at the top of the page, then “Corporate Governance” and then “Governance Guidelines.” If you would like to receive a paper copy, you may request one by writing to Weyerhaeuser Company, Attention: Corporate Secretary, 220 Occidental Avenue South, Seattle, Washington 98104 or by sending an email toCorporateSecretary@weyerhaeuser.com“Committee Charters and Composition”. CONSIDERATION OF DIRECTOR NOMINEES Director Qualifications The board has codified standards for directors in the board’s Governance Guidelines. TheOur Governance Guidelines provide that the board should encompass a diverse range of talent, skill and expertise sufficient to provide sound and prudent oversight and guidance with respect to the Company’scompany’s operations and interests. The Governance Guidelines also provide that at all times a majority of the board must be comprised of “independent directors” as defined from time to time by the listing requirements of the New York Stock Exchangelaw, NYSE standards and any specific requirements established by the board. Each director also is expected to:     ●   exhibit high standards of integrity, commitment and independence of thought and judgment;   ●   use his or her skills and experiences to provide independent oversight to the business of the Company; company;   ●   participate in a constructive and collegial manner;   ●   be willing to devote sufficient time to carrying out the duties and responsibilities of a director;   ●   devote the time and effort necessary to learn the business of the Companycompany and the board; and   ●   represent the long-term interests of all shareholders. In addition, the board of directors has determined that the board as a whole must have the right diversity, mix of characteristics, talents, skills and expertise to provide sound and prudent guidance with respect to the Company’scompany’s operations and interests. The board believes it should be comprised of persons with skills in areas such as:     ● executive leadership; ●10   finance;WEYERHAEUSER COMPANY CORPORATE GOVERNANCE AT WEYERHAEUSER   ●   sales and marketing; finance & capital markets;   ●   strategic planning; other public company board experience;   ●   development of strategies for sustainability; ● human resources and diversity; ● safety; ● relevant industries, especially natural resource companies; management;   ●   leadership of large, complex organizations; government, regulatory & legal;   ●   legal; manufacturing and capital-intensive industry;   ●   manufacturing; real estate and land management; and   ●   banking; ● government and governmental relationships; and ● information technology. international business. In addition to the targeted skill areas, the Governance and Corporate Responsibility Committee looks for a strong record of achievement in key knowledge areas that it believes are critical for directors to add value to a board, including:     ●   Strategy – formulation of corporate strategies, knowledge of key competitors and global markets;   ●   Leadership – skills in coaching senior executives and the ability to assist the CEO in his or her development;   ●   Diversity – diverse perspectives as informed by skills, experiences and backgrounds, including without limitation perspectives informed by diverse gender, racial, ethnic and national backgrounds; ● Organizational Issues – understanding of strategy implementation, change management processes, group effectiveness and organizational design;   ●   Relationships – understanding how to interact with governments, investors, financial analysts, and communities in which the Companycompany operates;   ●   Finance and Operations – understanding of finance matters, financial statements and auditing procedures, technical expertise, legal issues, information technology and marketing; and   ●   Ethics – the ability to identify and raise key ethical issues concerning the activities of the Companycompany and senior management as they affect the business community and society. The board is committed to assessing its own performance as a board in order to identify its strengths as well as areas in which it may improve its performance. As part of its self-assessment process, the board annually determines the diversity of specific skills and characteristics necessary for the optimal functioning of the board in its oversight of the Company over both the short- and long-term. The Governance and Corporate Responsibility Committee has adopted a policy regarding the director selection process. The policy requires the committee to assessassesses the skill areas currently represented on the board and those skill areas represented by directors expected to retire or leave the board in the near future against the target skill areas, established annually by the board, as well as recommendations of directors regarding skills that could improve the overall quality and ability of the board to carry out its function. The Governance and Corporate Responsibility Committee then establishes the specific target skill areas or experiences that are to be the focus of a director search, if necessary. Specific qualities or experiences could include matters such as experience in the Company’scompany’s industry, financial or technological expertise, experience in situations comparable to the Company’scompany’s (e.g., companies that have grown through acquisitions, or companies that have restructured their asset portfolios successfully), leadership experience, relevant geographical experience, and diversity in personal experience and worldview arising from differences of culture and circumstance. Board Self-Assessment The effectivenessboard is committed to assessing its own performance as a board in order to identify its strengths as well as areas in which it may improve its performance. The self-evaluation process, which is established by the Governance and Corporate Responsibility Committee, involves the completion of annual written evaluations of the board’s diverse mixboard and its committees, review and discussion of the results of the evaluations by both the committee and full board, and consideration of action plans to address any issues. The evaluation also includes a review of year-over-year evaluation results to identify any trends. As part of its self-assessment process, the board annually determines the diversity of specific skills and experiences is considered as partcharacteristics necessary for the optimal functioning of eachthe board self-assessment.in its oversight of the company over both the short- and long-term. Identifying and Evaluating Nominees for Directors The Governance and Corporate Responsibility Committee uses a variety of methods for identifying and evaluating nominees for director. The committee regularly assesses the mix of skills and industries currently represented on the board, whether any vacancies on the board are expected due to retirement or otherwise, the skills represented by retiring directors, and additional skills highlighted during the board self-assessment process that could improve the overall quality and ability of the board to carry out its responsibilities. In the event vacancies are anticipated, or arise, the Governance and Corporate Responsibility Committee considers various potential candidates for director.director, considering the skill areas and characteristics discussed above and qualifications of the individual candidate. Candidates may come to the attention of the committee through current board members, professional search firms, shareholders or other persons. The committee or a subcommittee may interview potential candidates to further assess the qualifications possessed by the candidates and their ability to serve as a director. The committee then determines the best qualified candidates based on the established criteria and recommends those candidates to the board for election at the next annual meeting of shareholders. 2018 ANNUAL MEETING & PROXY STATEMENT 11 CORPORATE GOVERNANCE AT WEYERHAEUSER Shareholder Nominees The Governance and Corporate Responsibility Committee will consider nominees for the board of directors recommended by shareholders. If a shareholder wishes to recommend a nominee, he or she should write to the Governance and Corporate Responsibility Committee, care of the Corporate Secretary, Weyerhaeuser Company, 220 Occidental Avenue South, Seattle, Washington 98104, specifying the name of the nominee and the nominee’s qualifications for membership on the board of directors. Recommendations will be brought to the attention of and be considered by the Governance and Corporate Responsibility Committee. The Company’scompany’s Bylaws establish procedures that must be followed for shareholder nominations of directors. See “Future Shareholder Proposals and Director Nominations” belowon page 54 for more information. SHAREHOLDER AND INTERESTED PARTY COMMUNICATIONSCOMMUNICATION WITH OUR BOARD Communications to the board of directors may be sent to Weyerhaeuser Company, Attention: Corporate Secretary, 220 Occidental Avenue South, Seattle, Washington 98104 and marked to the attention of the board or any of its committees, the independent directors or individual directors. Communications also may be sent by email toCorporateSecretary@weyerhaeuser.comCorporateSecretary@Weyerhaeuser.com. 12 WEYERHAEUSER COMPANY ITEM 1. ELECTION OF DIRECTORS ANNUAL MEETING ATTENDANCEITEM 1. ELECTION OF DIRECTORS The 11 persons identified below are nominated to be elected as directors are expected to attendat the Company’s2018 annual meetings, if possible.meeting forone-year terms expiring at the 2019 annual meeting. All of the nominees were elected as directors servingby shareholders at the 2017 annual meeting for aone-year term expiring at the 2018 annual meeting. Unless a shareholder instructs otherwise on the proxy card, it is intended that the shares represented by properly executed proxies will be voted for the persons nominated by the board of directors. The board of directors anticipates that the listed nominees will be able to serve, but if at the time of the 2016 annual meeting any nominee is unable or unwilling to serve, the proxy holders may vote such shares at their discretion for a substitute nominee. The biography of each of the nominees below contains information regarding the individual’s service as a director, business experience, director positions held currently or at any time during the last five years, and information regarding their experiences, qualifications, attributes or skills considered by the Governance and Corporate Responsibility Committee and the board of directors to assess the nominee’s candidacy for nomination. DIRECTORS’ CORE COMPETENCIES Significant Leadership Experience Six nominees have prior experience as a CEO or equivalent position for a large organization. Manufacturing or Capital-Intensive Industry Six nominees have a business background in manufacturing or other capital-intensive industry. Real Estate & Land Management Five nominees have experience in the real estate and land management business. Government, Regulatory & Legal Six nominees have a government, regulatory or legal background. Public Company Board Experience Eight nominees have experience serving on other public company boards. Finance & Capital Markets Eight nominees have experience in finance and capital markets. Timber & Forest Products Seven nominees have experience in the timber and forest products industry. International Business Six nominees have experience in international business operations. The board of directors recommends that shareholders vote“FOR” the election of each of the following directors. 2018 ANNUAL MEETING & PROXY STATEMENT 13 ITEM 1. ELECTION OF DIRECTORS NOMINEES FOR ELECTION MARK A. EMMERT Age:65 Director Since: 2008 Biographical Information: Mark A. Emmert has been the president of the National Collegiate Athletic Association since 2010. He served as president of the University of Washington in Seattle, Washington, from 2004 to 2010; as chancellor of Louisiana State University from 1999 to 2004; and chancellor and provost of the University of Connecticut from 1994 to 1999. Prior to 1994, he was provost and vice president for Academic Affairs at Montana State University and held faculty and administrative positions at the University of Colorado. He also is a director of Expeditors International of Washington, Inc. (global logistics services). He previously served on the board of directors of Omnicare, Inc. (healthcare services) until 2015. Qualifications: Mr. Emmert is a Life Member of the Council on Foreign Relations and is a Fellow of the National Academy of Public Administration. He has also been a Fulbright Fellow, a Fellow of the American Council on Education and served on manynon-profit boards. He is an experienced leader of major organizations, with strong skills in government and international relations, strategic planning and public company executive compensation. RICK R. HOLLEY Age:66 Director Since: 2016 Biographical Information: Rick R. Holley was the president and chief executive officer of Plum Creek from 1994 to 2013 and continued to serve as chief executive officer until February 2016. From 1989 to 1994, Mr. Holley served as Plum Creek’s chief financial officer. He previously served on the board of directors of Avista Corporation (electric and natural gas utility) until 2014 and as a director and chairman of the board of Plum Creek (timber) until February 2016. Qualifications: Mr. Holley, one of the longest tenured chief executive officers in the timber industry, has a deep and broad understanding of the company’s industry and business lines, as well as experience in strategic planning and finance. SARA GROOTWASSINK LEWIS Age:50 Director Since: 2016 Biographical Information: Sara Grootwassink Lewis founded, and is the chief executive officer of, Lewis Corporate Advisors (capital markets advisory firm). From 2002 to 2009, she was chief financial officer of Washington Real Estate Investment Trust Company (equity real estate investment trust). Ms. Grootwassink Lewis also serves on the board of directors of PS Business Parks, Inc. (commercial real estate), and Sun Life Financial Inc. (global financial services). She previously served on the board of directors of CapitalSource, Inc. (commercial lending) from 2004 until its acquisition in 2014, Plum Creek (timber) until February 2016 and Adamas Pharmaceuticals, Inc. (specialty pharmaceuticals) until June 2016. Qualifications: Ms. Grootwassink Lewis is a member of the board of trustees of The Brookings Institution and the leadership board of the United States Chamber of Commerce Center for Capital Markets Competitiveness, and a former member of the Public Company Accounting Oversight Board Standing Advisory Group from 2015-2017. Ms. Grootwassink Lewis has extensive executive, financial and real estate industry experience, having served as a senior executive of a publicly traded REIT as well as service on several public company boards. Ms. Grootwassink Lewis also holds a chartered financial analyst designation. 14 WEYERHAEUSER COMPANY ITEM 1. ELECTION OF DIRECTORS JOHN F. MORGAN SR. Age: 71 Director Since: 2016 Biographical Information: John F. Morgan Sr. has owned and managed Morgan Timber, LLC (a private timberland and real estate management and development company) since 2001. He has also owned and managed South Coast Commercial, LLC (a real estate investment firm) since 2009. Mr. Morgan previously held positions in general banking and public securities investment management at First Orlando Corporation (Sun Trust) from 1969 to 1972 and Citizens & Southern Corporation (Bank of America) from 1973 to 1978. He later helped found INVESCO Capital Management (global money management), where he served from 1979 to 2000. He previously served on the board of directors of Plum Creek (timber) until February 2016 and Post Properties, Inc. (equity real estate investment trust) until its merger in December 2016. Qualifications: Mr. Morgan has extensive experience in the timber industry, as well as in banking, finance and capital markets. NICOLE W. PIASECKI Age:55 Director Since: 2003 Biographical Information: Nicole W. Piasecki served as vice president and general manager of the Propulsion Systems Division of Boeing Commercial Airplanes from March 2013 to September 2017. Previously, she served as vice president of Business Development & Strategic Integration for Boeing Commercial Airplanes from 2010 to March 2013; president of Boeing Japan from 2006 to 2010; vice president of Business Strategy & Marketing for Boeing Commercial Airplanes from 2003 to 2006; vice president of Sales, Leasing Companies, for Boeing Commercial Airplanes from 2000 until January 2003; and served in various positions in engineering, sales, marketing, and business strategy for the Commercial Aircraft Group since 1992. She is the vice chair of the board of trustees of Seattle University in Seattle, Washington, a former director on the Seattle Branch board of directors for the Federal Reserve Bank, and a former member of the board of governors, Tokyo, of the American Chamber of Commerce of Japan, and the Federal Aviation’s Administration Advisory Council. Qualifications: Ms. Piasecki has extensive executive experience in capital-intensive industries, sales and marketing, strategic planning and international operations and relations. MARC F. RACICOT Age:69 Director Since: 2016 Biographical Information: Marc F. Racicot is an attorney and served as president and chief executive officer of the American Insurance Association (property-casualty insurance trade organization) from 2005 until 2009. From 2001 to 2005, he was an attorney at the law firm of Bracewell & Giuliani, LLP. He is a former Governor (1993 to 2001) and Attorney General (1989 to 1993) of the state of Montana. Mr. Racicot was appointed by President Bush to serve as the chairman of the Republican National Committee from 2002 to 2003, and he served as chairman of the Bush/CheneyRe-election Committee from 2003 to 2004. He presently serves on the board of directors of Avista Corporation (electric and natural gas utility) and Massachusetts Mutual Life Insurance Company (insurance). He previously served on the board of directors of Plum Creek (timber) until February 2016. Qualifications: Mr. Racicot has extensive experience in government and the interaction between government and large, complex business organizations. As an experienced lawyer, he also has valuable skill and background in the areas of regulatory and operational risk oversight. 2018 ANNUAL MEETING & PROXY STATEMENT 15 ITEM 1. ELECTION OF DIRECTORS LAWRENCE A. SELZER Age:58 Director Since: 2016 Biographical Information: Lawrence A. Selzer has served as the president and chief executive officer of The Conservation Fund (one of the nation’s premiere environmentalnon-profit organizations) since 2001. He is the chairman of the board of directors of American Bird Conservancy and a member of the board of trustees of Manomet. He previously served on the board of directors of Plum Creek (timber) until February 2016 and as chairman of the board of directors of Outdoor Foundation from 2007 until 2016. Qualifications: Mr. Selzer has experience and expertise in the areas of conservation procurement, conservation finance, land acquisition and disposition, and real estate management. He has experience managing and overseeing a large, complex, and geographically diverse environmental conservation organization. DOYLE R. SIMONS Age:54 Director Since: 2012 Biographical Information: Doyle R. Simons has been president and chief executive officer of the company since August 2013 and a director of the company since June 2012. He had been previously appointed chief executive officer-elect and an executive officer of the company in June 2013. He served as chairman and chief executive officer of Temple-Inland, Inc. (forest products) from 2008 until February of 2012 when it was acquired by International Paper Company. Previously, he held various management positions with Temple-Inland, including executive vice president from 2005 through 2007 and chief administrative officer from 2003 to 2005. Prior to joining Temple-Inland in 1992, he practiced real estate and banking law with Hutcheson and Grundy, L.L.P. He also serves on the board of directors for Fiserv, Inc. (financial services technology). Qualifications: Mr. Simons has extensive experience in managing forest products companies andcapital-intensive industries, with strong skills in corporate finance, executive compensation and strategic planning. D. MICHAEL STEUERT Age:69 Director Since: 2004 Biographical Information: D. Michael Steuert was senior vice president and chief financial officer for Fluor Corporation (engineering and construction) from 2001 until his retirement in 2012. He served as senior vice president and chief financial officer at Litton Industries Inc. (defense electronics, ship construction and electronic technologies) from 1999 to 2001 and as a senior officer and chief financial officer of GenCorp Inc. (aerospace, propulsion systems, vehicle sealing systems, chemicals and real estate) from 1990 to 1999. He also serves as a director of LNG Ltd. (owner and developer of liquefied natural gas projects) and Great Lakes Dredge & Dock Corporation (dock and dredging infrastructure solutions). He previously served on the board of directors of Prologis, Inc., (industrial real estate) until 2015. Qualifications: Mr. Steuert was formerly a member of the National Financial Executives Institute and the Carnegie Mellon Council on finance. He has extensive executive experience in corporate finance and accounting, managing capital-intensive industry operations, natural resources development and strategic planning. 16 WEYERHAEUSER COMPANY ITEM 1. ELECTION OF DIRECTORS KIM WILLIAMS Age:62 Director Since: 2006 Biographical Information: Kim Williams was senior vice president and associate director of global industry research for Wellington Management Company LLP (investment management) from 2001 to 2005, was elected a partner effective in 1995 and held various management positions with Wellington from 1986 to 2001. Prior to joining Wellington, she served as vice president, industry analyst for Loomis, Sayles & Co., Inc (investment management) from 1982 to 1986. She is also a director of E.W. Scripps Company (diverse media), Xcel Energy Inc. (utilities), and MicroVest (asset management firm). She is a member of the Women’s Health Leadership Council of Brigham and Women’s Hospital in Boston, Massachusetts, a member of the board of Oxfam America (global antipoverty agency), and president of the board of trustees of Concord Academy, Concord, Massachusetts. Qualifications: Ms. Williams has extensive experience in corporate finance, strategic planning and international operations. CHARLES R. WILLIAMSON Age:69 Director Since: 2004 Biographical Information: Charles R. Williamson was the executive vice president of Chevron Corporation (international oil and gas) frommid-2005 until his retirement in December 2005. Mr. Williamson served as Weyerhaeuser’s chairman of the board from 2009 until February 2016. He was chairman and chief executive officer of Unocal Corporation (oil and natural gas) until its acquisition by Chevron Corporation in 2005. He served as Unocal Corporation’s executive vice president, International Energy Operations, from 1999 to 2000; group vice president, Asia Operations, from 1998 to 1999; group vice president, International Operations from 1996 to 1997. He is also lead director of PACCAR Inc. (manufacturer of high-quality trucks) and is a director of Greyrock Energy (gas transformation). Mr. Williamson previously served as a director and chairman of the board of Talisman Energy Inc. (oil and gas) until 2015. Qualifications: Mr. Williamson has extensive executive experience in corporate finance, management ofcapital-intensive operations, development of natural resources, technology, international operations, strategic planning and public company executive compensation. COMMITTEES OF THE BOARD Each committee of the board of directors is described below. Each of the Audit, Compensation and Governance and Corporate Responsibility committees acts pursuant to written charter, a copy of which you can find on the company’s website atwww.weyerhaeuser.com by clicking on “Investors” at the top of the page, then “Corporate Governance” and then “Committee Charters and Composition”. Executive Committee The board of directors has given the Executive Committee the power and authority to act for the board in the interval between board meetings, except to the extent limited by law and the company’s Articles of Incorporation. Audit Committee The Audit Committee oversees the quality and integrity of the company’s accounting, auditing and financial reporting practices, as well as the company’s compliance with legal and regulatory requirements. The committee is also responsible for: ● the appointment, compensation and general oversight of the company’s independent auditors; and ● approving any significantnon-audit relationship with the company’s independent auditors. The board of directors has determined that: ● each member of the Audit Committee meets the enhanced independence standards of the NYSE and SEC for audit committees; 2018 ANNUAL MEETING & PROXY STATEMENT 17 ITEM 1. ELECTION OF DIRECTORS ● each member of the Audit Committee is “financially literate” in accordance with NYSE listing standards; and ● D. Michael Steuert is an “audit committee financial expert” within the meaning of SEC regulations and NYSE listing standards. Risk Oversight:The Audit Committee is responsible for oversight of company risks relating to financial reporting and legal and regulatory compliance. To satisfy these responsibilities, the committee meets regularly with the company’s chief accounting officer, director of internal audit, general counsel, KPMG LLP and management. The committee also receives regular reports regarding issues such as the status and findings of audits being conducted by the internal and independent auditors, the status of material litigation and accounting changes that could affect the company’s financial statements. Compensation Committee The Compensation Committee’s primary responsibility is to review and approve the strategy and design of the company’s compensation and benefits systems, and to make compensation decisions for the company’s executive officers. It also: ● administers the company’s incentive compensation plans, including establishment of performance goals and certification of the company’s performance against those goals; ● regularly reviews and approves changes to the peer group used for benchmarking compensation for executive officers; ● reviews and recommends to the board the compensation of the company’snon-employee directors; and ● appoints and oversees the independent compensation consultant, and annually ensures that the consultant’s work raises no conflicts of interest. The board of directors has determined that each member of the Compensation Committee meets the enhanced independence standards of the NYSE for compensation committees. Risk Oversight: The Compensation Committee is responsible for oversight of risks relating to the company’s compensation and benefits systems and for annually reviewing these policies and practices to determine whether they are reasonably likely to meet the committee’s objectives for executive pay and to ensure that the company’s compensation practices present no risk of a material adverse effect on the company. To assist it in satisfying these oversight responsibilities, the committee has retained its own compensation consultant and meets regularly with management to understand the financial, human resources and shareholder implications of its compensation decisions. Governance and Corporate Responsibility Committee The Governance and Corporate Responsibility Committee oversees the company’s governance structure and practices. It is also responsible for evaluating overall board composition, ensuring that the appropriate skills, backgrounds and experience are adequately represented on the board, and making recommendations for board nominees accordingly. The committee also provides oversight of: ● the board and committee evaluation process; ● sustainability strategy and performance; ● ethics and business conduct; and ● political activities and governmental issues. Risk Oversight:The Governance and Corporate Responsibility Committee oversees risks relating to board leadership and effectiveness, management and board succession planning, sustainability and environmental practices and policies, the company’s ethics and business practices, the company’s political activities and other public policy matters that affect the company and its stakeholders. To assist the committee in discharging its responsibilities, it works with officers of the company responsible for relevant risk areas and keeps abreast of the company’s significant risk management practices and strategies for anticipating and responding to major public policy shifts that could affect the company. Because some of these risks could have financial elements, the board has determined that at least one member of the committee must serve concurrently on the Audit Committee. 18 WEYERHAEUSER COMPANY ITEM 1. ELECTION OF DIRECTORS BOARD AND COMMITTEE MEETINGS IN 2017 The following table summarizes meeting information for the board and each of the board’s committees in 2017. In 2017, each of the directors attended at least 75% of the 2016 annual meeting.total meetings of the board and the committees on which he or she served. Name    Board of Directors    Executive    Audit    Compensation    Governance and Corporate Responsibility   Total meetings in 2017      5    —    7    4    3 DIRECTORS’ COMPENSATION The following table shows the annual compensation of ournon-employee directors for 2016, which consisted of annual retainer fees paid in cash, including the amounts for serving as chair of a board committee, and restricted stock unit awards. Directors’ fees are paid annually for the period commencing on the date of their election or appointment and ending on the date of the next annual meeting. All values are reported in U.S. dollars. Name   Fees Earned or Paid in Cash (1) ($)   Stock Awards (2) ($)   Total ($) David P. Bozeman       100,000            119,973            219,973      Mark A. Emmert       100,000            119,973            219,973      Rick R. Holley       160,000            179,990            339,990      John I. Kieckhefer       100,000            119,973            219,973      Sara Grootwassink Lewis       100,000            119,973            219,973      John F. Morgan, Sr.       100,000            119,973            219,973      Nicole W. Piasecki       115,000            119,973            234,973      Marc F. Racicot       100,000            119,973            219,973      Lawrence A. Selzer       100,000            119,973            219,973      D. Michael Steuert       120,000            119,973            239,973      Kim Williams       100,000            119,973            219,973      Charles R. Williamson       120,000            119,973            239,973      (1) The amounts for each of Mr. Steuert (Audit) and Mr. Williamson (Compensation) include cash compensation of $20,000 for their service as chair of their respective committees during 2016. The amount for Ms. Piasecki (Governance and Corporate Responsibility) includes cash compensation of $15,000 for her service as chair during 2016. Of the amounts of cash compensation earned, the following directors elected to defer cash fees into common stock equivalent units under our Fee Deferral Plan for Directors and were credited with the following common stock equivalent units: Mr. Kieckhefer—$100,000, or 3,284 units; Ms. Lewis—$100,000, or 3,284 units; and Mr. Williamson—$120,000, or 3,940 units. Amounts deferred into common stock equivalent units under the Fee Deferral Plan for Directors will be paid following the director’s termination of service in the form of shares of the Company’s common stock. (2) The amounts in this column reflect the grant date fair value of director compensation paid in the form of restricted stock units (“RSUs”). The grant date fair value was computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, and for each director is based on a grant date that is the date of the Company’s 2016 annual meeting. The number of RSUs awarded is based on the amount of the fees to be paid in RSUs divided by the average of the high and the low price of the Company’s common stock on the date of grant as reported by The Wall Street Journal for the New York Stock Exchange Composite Transactions. The average of the high and low price on the grant date of May 20, 2016 was $30.45. Each of the directors other than the chairman of the board received $119,973 of RSUs in May 2016, or 3,940 RSUs. Mr. Holley, as chairman of the board, received $179,990 of RSUs, or 5,911 RSUs. The following directors chose to defer RSUs into common stock equivalent units under our Fee Deferral Plan for Directors and were credited with the following common stock equivalent units: Mr. Kieckhefer—3,940 units; and Ms. Lewis—3,940 units. Amounts deferred into common stock equivalent units under the Fee Deferral Plan for Directors will be paid following the director’s termination of service in the form of shares of the Company’s common stock. Non-Employee Director Compensation Program for 20162017 The board believes that the level ofnon-employee director compensation should be based on board and committee responsibilities and be competitive with comparable companies. In addition, the board believes that a significant portion ofnon-employee director compensation should be awarded in the form of equity to align director interests with the long-term interests of shareholders. In 2016, continuingnon-employee directors, other than2017, our director fees included the chairman of the board, received a base annual retainer fee of $220,000, of which $120,000 (subject to share rounding) was paid in the form of RSUs and $100,000 was paid in cash. Thefollowing components: Description of Fee Cash or Cash  Equivalent Amount  ($)  Annual Retainer - Cash 100,000 Annual Retainer - RSU 140,000 Board Chair Retainer - Cash 160,000 Board Chair Retainer - RSU 200,000 Audit/Compensation Committee Chair Retainer - Cash 20,000 Governance & Corporate Responsibility Committee Chair Retainer - Cash 15,000 non-employee director who served as chair of the Governance and Corporate Responsibility Committee received an additional cash retainer fee of $15,000.Non-employee directors who served as chair of the Audit Committee and Compensation Committee received an additional cash retainer fee of $20,000. No additional fees were paid for attending board or committee meetings. Thenon-employee director serving as chairman of the board received an annual retainer of $340,000 of which $180,000 (subject to share rounding) was paid in RSUsmeeting attendance, and $160,000 was paid in cash. Allall retainer fees are paid annually, immediately following the annual shareholders’ meeting. Directors who are appointed to fill a vacancy on the board are paid a pro rata amount of the annual retainer immediately following the effective date of the director’s appointment. The Companycompany reimbursesnon-employee directors for actual travel andout-of-pocket expenses incurred in connection with their service. The Compensation Committee is responsible for annually reviewing the company’snon-employee director compensation practices in relation to comparable companies. The company’snon-employee director compensation program reflects best practices, as follows: ● Retainer-only compensation with no fees for attending meetings, which is an expected part of board service. ● Additional retainers for special roles such as board and committee chairs to recognize incremental time and effort involved. ● Equity delivered in the form of full-value shares, with short(one-year) vesting to avoid director entrenchment. ● Director stock ownership requirements of five times the cash retainer ($500,000). The Compensation Committee works with its independent compensation consultant, FW Cook, to ensure the program remains competitive. The last such review included a competitive analysis of ournon-employee director compensation program against the practices of the companies in the peer group used for executive compensation comparisons. 2018 ANNUAL MEETING & PROXY STATEMENT 19 ITEM 1. ELECTION OF DIRECTORS The following table shows the annual compensation of ournon-employee directors for 2017: Name   Fees Earned or Paid in Cash (1) ($)   Stock Awards (2) ($)       Total     ($)   Mark A. Emmert         100,000       139,995       239,995   Rick R. Holley         160,000       199,979       359,979   Sara Grootwassink Lewis         120,000       139,995       259,995   John F. Morgan Sr.         100,000       139,995       239,995   Nicole W. Piasecki         115,000       139,995       254,995   Marc F. Racicot         100,000       139,995       239,995   Lawrence A. Selzer         100,000       139,995       239,995   D. Michael Steuert         100,000       139,995       239,995   Kim Williams         100,000       139,995       239,995   Charles R. Williamson         120,000       139,995       259,995 (1) Amounts for each of Ms. Lewis (Audit) and Mr. Williamson (Compensation) include cash compensation of $20,000 for their service as chair of their respective committees during 2017. The amount for Ms. Piasecki (Governance and Corporate Responsibility) includes cash compensation of $15,000 for her service as chair during 2017. Of the amounts of cash compensation earned, the following directors elected to defer cash fees into common stock equivalent units under our Fee Deferral Plan for Directors and were credited with the following common stock equivalent units: Ms. Lewis—$100,000, or 3,035 units; and Mr. Williamson—$120,000, or 3,642 units. Amounts deferred into common stock equivalent units under the Fee Deferral Plan for Directors will be paid following the director’s termination of service in the form of shares of the company’s common stock. (2) Amounts reflect the grant date fair value of director compensation paid in the form of restricted stock units (“RSUs”). The grant date fair value was computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, and for each director is based on a grant date that is the date of the company’s 2017 annual meeting. The following directors chose to defer RSUs into common stock equivalent units under our Fee Deferral Plan for Directors and were credited with the following common stock equivalent units: Mr. Holley—6,071 units; and Ms. Lewis—4,250 units. Amounts deferred into common stock equivalent units under the Fee Deferral Plan for Directors will be paid following the director’s termination of service in the form of shares of the company’s common stock. The number of RSUs paid to directors was determined by dividing the dollar amount of the retainer equity award by the average of the high and the low price of Weyerhaeuser Company common stock on the date of grant as reported byThe Wall Street Journal for the New York Stock Exchange Composite Transactions. For May 20162017 awards, the average of the high and low price of the Company’scompany’s common stock on the date of grant was $30.45, $32.94, which resulted in a grant of 5,9116,071 RSUs for the chairman of the board and 3,9404,250 RSUs for each of the other directors. The RSUs vest over one year and will be settled in shares of the Company’scompany’s common stock at theone-year anniversary of the date of grant. The RSUs are generally forfeitable during theone-year vesting period, except that directorsDirectors who leave the board during theone-year period receive apro-rata number of shares on the settlement date. Vesting provisions may be modified by the Compensation Committee or board of directors. RSUs granted to directors are credited with dividends during theone-year vesting period. As the RSUs vest, dividends credited to the RSUs similarly vest. If any RSUs are forfeited, dividends related to the forfeited shares also are forfeited. Deferral OptionOptions for Cash and Equity Retainer Directors may elect to defer all or a portion of the annual cash retainer.and equity retainer payments under the Fee Deferral Plan for Directors. A director who electsmay elect to defer all or a portion of the cash retainer has the option of deferring the designated amount into common stock equivalent units or into an interest-bearing account (with interest in accordance with the plan at 120% of the applicable federal long-term rate (AFR) as published by the IRS in January of each plan year), or to defer the cash or equity (RSU) retainer in eachstock equivalent units. In the case underof cash fees, the Fee Deferral Plan for Directors. The number of commoncredited stock equivalent units credited to a director’s account will beis determined by dividing anythe amount of cash being deferred into common stock equivalent units by the average of the high and the low price of the Company’scompany’s common stock on the date such fees would have been paid in cash. Deferredpaid. In the case of equity (RSU) fees, the RSUs are deferred into an equal number of stock equivalent units. In each case, stock equivalent units will beare credited with dividends during the deferral period. Amounts deferred into cash are paid in the form of shares of the Company’s commoncash, and amounts deferred into stock equivalent units are paid in company stock, in each case at the end of the deferral period, but in no event earlier than the director’s separation from service unless permitted byto the board, in accordance with the requirements and limitations of Section 409A of the Internal Revenue Code. During the deferral period, common stock equivalent units are credited with dividends, which are paid along with the deferred shares at the end of the deferral period in the form of shares of the Company’s common stock. Amounts deferred into the interest-bearing account will be paid in cash at the end of the deferral period, but no earlier than the director’s separation from service.Code (IRC). Deferral Option for Retainer Equity Awards Directors may elect to defer receipt of all or a portion of their RSUs. Any deferred RSUs are deferred into common stock equivalent units under the Fee Deferral Plan for Directors. RSUs deferred into common stock equivalent units are paid in the form of shares of the Company’s common stock at the end of the deferral period, but no earlier than the director’s separation from service unless permitted by Section 409A of the Internal Revenue Code. During the deferral period, common stock equivalent units are credited with dividends, which are paid along with the deferred shares at the end of the deferral period in the form of shares of the Company’s common stock. Share Ownership Guidelines for DirectorsANNUAL MEETING ATTENDANCE The board of directors has adopted share ownership guidelines under which directors are required expected to own shares of Weyerhaeuser Company common stock valued at five times their cash compensation. Untilattend the ownership requirement has been satisfied, a director may sell shares issuable upon vesting of RSUs to pay the taxes due upon vesting, but must otherwise hold 100% of the net shares granted to him or her. RSUs or cash retainer fees deferred into common stock equivalent units under the Fee Deferral Plan for Directors are included for purposes of determining whether a director has satisfied the share ownership requirement. The Compensation Committee annually reviews the compliancecompany’s annual meetings, if possible. All of the directors withserving at the share ownership guidelines. Director Compensation Review Practices The Compensation Committee is responsible for annually reviewingtime of the Company’snon-employee director compensation practices in relation to comparable companies. Any changes to be made tonon-employee director compensation practices must be recommended by2017 annual meeting attended the Compensation Committee for approval by the board of directors. The Compensation Committee reviewednon-employee director compensation at its May 2016 meeting, and recommended the compensation levels described above for 2016. This recommendation was approved by the board of directors at its May 20162017 annual meeting. BENEFICIAL OWNERSHIP OF COMMON SHARES DIRECTORS AND NAMED EXECUTIVE OFFICERS The following table shows, as of February 28, 2017, the number of common shares beneficially owned by each current director and named executive officer, and by all current directors and all executive officers as a group, as well as the number of common stock equivalent units owned by each current director and named executive officer and by all current directors and all executive officers as a group under the Company’s deferred compensation plans. Percentages of total beneficial ownership have been calculated based upon 750,968,668 shares, which was the total number of common shares outstanding as of February 28, 2017.     Name of Individual or Identity of Group   Voting and or Dispositive Powers (number of common shares) (1)(2)(3)(4)(5)(6)(7)     Percent of Class (common shares)     Common Stock Equivalent Units (8)   Patricia M. Bedient     721,206                 *                 74,515   Adrian M. Blocker     110,570                 *                 —     David P. Bozeman     6,393                 *                 —     Mark A. Emmert     9,846                 *                 21,788   Russell S. Hagen     123,313                 *                 —     Rick R. Holley     1,002,265                 *                 —     Rhonda D. Hunter     129,717                 *                 16,340   John I. Kieckhefer     6,479,295                 *                 179,960   James A. Kilberg     64,877                 *                 —     Sara Grootwassink Lewis     12,406                 *                 7,450   Thomas Lindquist     217,527                 *                 —     John F. Morgan, Sr.     39,786                 *                 —     Nicole W. Piasecki     193,974                 *                 59,086   Marc F. Racicot     26,788                 *                 —     Lawrence A. Selzer     20,388                 *                 —     Doyle R. Simons     677,945                 *                 13,478   Catherine I. Slater     138,928                 *                 —     D. Michael Steuert     14,620                 *                 62,062   Kim Williams     18,977                 *                 60,129   Charles R. Williamson     27,514                 *                 137,627   Directors and executive officers as a group (19 persons)     9,026,204                 1.2                 562,884   20   * Denotes amount is less than 1% WEYERHAEUSER COMPANY    (1) Includes the number of shares that could be acquired within 60 days after February 28, 2017 pursuant to outstanding stock options, as follows: Ms. Bedient, 537,903 shares; Mr. Blocker, 82,462 shares; Mr. Hagen, 60,800 shares; Mr. Holley, 448,000 shares; Ms. Hunter, 98,356 shares; Mr. Simons, 479,037 shares; Ms. Slater, 112,505 shares, and of the directors and executive officers as a group, 1,221,216 shares. (2) For all executive officers as a group, includes a total of 1,011 shares representing the number of RSUs that vest within 60 days after February 28, 2017. (3) For all executive officers as a group, includes a total of 2,018 shares representing the number of PSUs that vest within 60 days after February 28, 2017. (4) Includes shares for which certain of the directors and nominees share voting and dispositive powers with one or more other persons as follows: Mr. Kieckhefer, 5,161,121 shares; and Ms. Piasecki, 148,754 shares. (5) Beneficial ownership of the common shares is disclaimed by certain of the persons listed as follows: Mr. Kieckhefer, 5,507,493 shares and Ms. Piasecki, 155,648 shares. (6) Includes RSUs granted to the directors May 20, 2016 that will vest and be payable on May 20, 2017 in shares of the Company’s common stock, together with dividends credited to those shares as of November 18, 2016, as follows: Mr. Bozeman, 4,069 shares; Mr. Emmert, 4,069 shares; Mr. Holley, 6,105 shares; Mr. Morgan, 4,069 shares; Ms. Piasecki, 4,069 shares; Mr. Racicot, 4,069 shares; Mr. Selzer, 4,069 shares; Mr. Steuert, 4,069 shares; Ms. Williams, 4,069 shares; and Mr. Williamson, 4,069 shares. (7) Amount shown for Ms. Grootwassink Lewis excludes 7,987 shares of common stock that she deferred under the Plum Creek Deferral Plan, for which Ms. Grootwassink Lewis does not have voting or dispositive power. Ms. Grootwassink Lewis maintains an economic and pecuniary interest in these shares. (8) Common stock equivalent units held as of February 28, 2017 under the Fee Deferral Plan for Directors or under the Incentive Compensation Plan for Executive Officers. The common stock equivalent units will be repaid to the director at the end of the deferral period in the form of shares of Company common stock. OWNERS OF MORE THAN 5% OF THE COMPANY’S COMMON SHARES The following table shows the number of common shares held by persons known to the Company to beneficially own more than five percent of its outstanding common shares. Name and Address of Beneficial Owner   Amount and Nature of Beneficial Ownership     Percent of Class (common shares)   BlackRock, Inc.     53,433,793(1 )      7.12 %  55 East 52nd Street New York, NY 10022                 The Vanguard Group     46,319,568(2 )      6.17 %  100 Vanguard Blvd. Malvern, PA 19355                 (1) Based on a Schedule 13G/A dated January 27, 2017 in which BlackRock, Inc. reported that as of December 31, 2016 it had sole voting power over 46,834,856 shares, shared voting power over 1,188 shares, sole dispositive power over 53,432,605 shares and shared dispositive power over 1,188 shares. (2) Based on a Schedule 13G/A dated February 9, 2017 in which The Vanguard Group reported that as of December 31, 2016 it had sole voting power over 1,173,757 shares, shared voting power over 136,420 shares, sole dispositive power over 45,007,832 shares and shared dispositive power over 1,311,736 shares.     SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEITEM 2. PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS   Section 16(a)We are asking our shareholders to indicate their support for the compensation of our named executive officers (“NEOs”)    as described in this proxy statement. This proposal, commonly known as a“say-on-pay” proposal, gives our shareholders the Securities Exchange Actopportunity to express their views on the compensation of 1934 requiresour NEOs. Our executive officers, including our NEOs, are critical to our success. That is why we design our executive compensation program to attract, retain and motivate superior executive talent. At the Company’s directorssame time, we design our executive compensation program to focus on shareholders’ interests and certainsustainable long-term performance. We do this by making a significant portion of itsour NEOs’ compensation contingent on reaching specific short- and long-term performance measures. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement. Accordingly, we ask our shareholders to vote “FOR” the following resolution at the 2018 Annual Meeting: “RESOLVED, that the company’s shareholders approve, on an advisory basis, the compensation of the named executive officers as disclosed in the company’s Proxy Statement for the 2018 Annual Meeting of Shareholders pursuant to file reportsthe compensation disclosure rules of their ownership of Company stock, and of changes in such ownership, with the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2017 Summary Compensation Table and the New York Stock Exchange. Based solelyother related tables and disclosures.” Thissay-on-pay vote is advisory and therefore will not be binding on the Company’s reviewcompany, the Compensation Committee or our board of the copiesdirectors. However, our board of such reports in its possession and written representations from reporting persons, the Company believes that all of its directors and officers filed all such reports on aour Compensation Committee value the opinions of our shareholders and to the extent there is any significant vote against the NEOs’ compensation as disclosed in this proxy statement, we will consider our shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. The board of directors recommends that shareholders vote “FOR”this advisory proposal to approve the compensation of our named executive officers. timely basis with respect to transactions during 2016, except that one untimely Form 4 report was filed on behalf of Jeanne M. Hillman, the Company’s chief accounting officer, reporting one transaction involving her acquisition of Weyerhaeuser common shares in connection with the Plum Creek merger. 2018 ANNUAL MEETING & PROXY STATEMENT 21 EXECUTIVE COMPENSATION     EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”) Introduction This Compensation Discussion and Analysis explains the process that the Compensation Committee uses to determine compensation and benefits for the company’s principal executive officer, principal financial officer, and our three other most highly compensated executive officers who were serving as executive officers on December 31, 2017 (collectively, the “named executive officers” or “NEOs”) and provides a detailed discussion about those programs. For 2017, our NEOs are: Name Title Doyle R. Simons President and Chief Executive Officer Russell S. Hagen Senior Vice President and Chief Financial Officer Adrian M. Blocker Senior Vice President, Wood Products Rhonda D. Hunter Senior Vice President, Timberlands James A. Kilberg Senior Vice President, Real Estate, Energy & Natural Resources CD&A Table of Contents Executive Summary 23 Compensation Philosophy and Principles 24 Total Compensation 25 Compensation Mix 26 Performance Management 26 Forms of Long-Term Incentive Compensation 27 Market Positioning 27 Peer Group 28 Compensation Components – Determination of Compensation 29 Other Factors Affecting Compensation 36 Management’s Role in the Executive Compensation Process 37 Independent Compensation Consultant 37 Limitation on Deductibility of Executive Compensation 37 22 WEYERHAEUSER COMPANY EXECUTIVE COMPENSATION   EXECUTIVE SUMMARYExecutive Summary Weyerhaeuser’s executive compensation programs are designed to align the interests of our executive officers with those of our shareholders. Our compensation philosophy is to provide market-competitive programs that ensure we attract and retain world-class talent, with pay directly linked to the achievement of short- and long-term business results. The Compensation Committee reviews executive compensation program components, targets and payouts on an annual basis to ensure the strength of ourpay-for-performance alignment. 20162017 Business and Performance Highlights 2017 was a very strong year for Weyerhaeuser, as we successfully completed our merger integration, further focused our portfolio and delivered improved financial performance across all our businesses. We generated net earnings of $582 million, or $872 million before special items*, on net sale of approximately $7.2 billion. Our total shareholder return (“TSR”) for 2017 was over 20% (54th percentile of the S&P 500), and we increased our dividend to $0.32 per share consistent with our commitment to a growing and sustainable dividend.   Executive Compensation Practices Our leading practices include: ● Stock ownership guidelines for the CEO (six times salary) and senior vice presidents (two times salary). Senior officers who have not yet accumulated the required ownership level must hold 75% of the net shares remaining after vesting of restricted stock units (“RSUs”) and performance share units (“PSUs”). ● An executive compensation program designed and managed to mitigate undue risk. ● A “clawback” policy for incentive compensation recovery. ● A policy prohibiting hedging and pledging of company stock by directors and officers.   We completed● An independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”), which advises the merger with Plum Creek, creating the world’s premier timber, land and forest products company, with moreCompensation Committee. ● “Double trigger” accelerated vesting of our long-term incentive equity awards upon a change in control. ● No executive perquisites other than 13 million acreslimited relocation-related benefits. ● No tax gross ups for “golden parachute” excise taxes. ● No repricing of productive and diverse timberland.stock options. ● Annual review of all of our compensation programs to ensure they do not encourage inappropriate risk-taking.   ●   We completed the sale of our Cellulose Fibers business for $2.5 billion.    ●    We generated net earnings of $1.027 billion. We also generated net earnings from continuing operations attributable to common shareholders of $393 million, or $534 million before special items,* on net sales of $6.4 billion. ●    We increased full year Adjusted EBITDA by over 50% to nearly $1.6 billion.*   * Represents a measure of performance that is calculated and presented other than in accordance with generally accepted accounting principles (“GAAP”). See Appendix A for an explanation of thesenon-GAAP measures, a full reconciliation of thesenon-GAAP results to our GAAP Net Earnings results, and a brief discussion of why we use thesenon-GAAP performance measures. ●   We captured our merger cost synergies faster than expected, and increased our run rate target by 25% to $125 million.2018 ANNUAL MEETING & PROXY STATEMENT ●   We delivered on our 2016 operational excellence targets.23 ● We returned over $2 billion to shareholders through the repurchase of our common shares. ● We returned $932 million to common shareholders through dividends. ● Our five-year total shareholder return (“TSR”) was 90%, which was the 42nd percentile compared to the TSR of the S&P 500 over the same period. ● We were named to the Dow Jones Sustainability World Index for the sixth straight year. ● We were named one of the “World’s Most Ethical Companies” by the Ethisphere Institute for the fifth year in a row. Executive Compensation PracticesREVENUE INCREASED BY 11.6% IN THE LAST YEAR 2016 $6.365B 2017 $7.196B WE INCREASED FULL YEAR ADJUSTED EBITDA BYAPPROXIMATELY $500 MILLION* (over 30% increase) 2016    $1.583B 2017 $2.081B WE RETURNED OVER $941 MILLION IN DIVIDENDS TO OUR COMMON SHAREHOLDERS IN THE LAST YEAR Our leading practices include: EXECUTIVE COMPENSATION   ✓ Stock ownership guidelines for the CEO (6 times salary) and senior vice presidents (2 times salary). Senior officers who have not yet accumulated the required ownership level must hold 75% of the net shares remaining after vesting of restricted stock units (“RSUs”) and performance share units (“PSUs”). ✓ An executive compensation program designed and managed to mitigate undue risk. ✓ A “clawback” policy for incentive compensation recovery. ✓ A policy prohibiting hedging and pledging of company stock by directors and officers. ✓ An independent compensation consultant, Frederic W. Cook & Co., Inc. (“Cook & Co.”), which advises the Compensation Committee. ✓ “Double trigger” accelerated vesting of our long-term incentive equity awards upon a change of control. ✓ No executive perquisites other than limited relocation-related benefits. Compensation Highlights Pay for PerformancePerformance.. Our compensation program is designed to reflect a strongpay-for-performance and shareholder interest alignment that will result in superior financial results and create long-term value for shareholders. We tie pay to performance by measuring individual, business and company performance; usingindividual performance to differentiate the amount ofin our incentive compensation;plans, and allocating more reward dollars to higher performers.we structure our total compensation program such that our executives only do well when our shareholders do well. Annual Incentive PlanPlan.. Our short-term annual incentive plan is funded based primarily on the absolute financial performance of each individual business againstpre-determined targets and partly based on the performance of the business against certainpre-determined controllable business metrics relating to operational excellence, such as financial and competitive performance, cost competitiveness, reliability, cash generation and performance against strategic goals such as people development. Based on their absolute financial performance and performance against their controllable business metrics, bonuses for each business segment funded at the following levels in 2016:2017:   Business Segment   Funding Times Target   Timberlands     1.251.39   Real Estate, Energy & Natural Resources 1.35 Wood Products     1.751.39   Corporate Staff Wood Products     1.471.40 Corporate Staff   1.39 As a result of our financial performance and achievement of several strategic goals in 2016, the current2017, our named executive officers employed atyear-end received payments under our annual incentive cash bonus plan ranging from 148.7%139% to 183.9%173% of target levels for 2016.2017. These strategic goals included completion of the Plum Creek mergerwithout limitation people development, operational excellence initiatives, portfolio management and related integration activities, completion of the Cellulose Fibers divestiture, execution of our share repurchase program and other strategic capital allocation, initiatives, exceeding our cost synergy savings targetstimberlands integration and significant progress against our operational excellence and people development goals.leadership transition. For more discussion, see “Compensation Components—Determination of Compensation—Short-Term Incentive Plan” on page 27.29. Long-Term Incentive Plan.Long-term incentive grants for executive officers in 20162017 included a mix of forms of equity, with 50%60% of the value of the award granted as PSUs, 25%and 40% of the value granted as stock options, and 25% of the value granted as RSUs, consistent with the long-term incentive grant mix since 2011. The Compensation Committee has decided to eliminate stock options from long-term incentive grants, beginning with the 2017 long-termincentive compensation grant cycle.RSUs. PSUs granted in 20162017 will be earned within a range from 00% to 150% of the target number of PSUs based on threetwo independent performance measures: the Company’s company’s three-year total shareholder return (“TSR”) relative to companies in the S&P 500 Index (35%(50% weighting); and the Company’scompany’s three-year TSR relative to a designated industry peer group (35% weighting); and achievement of a cost synergy target in connection with the Plum Creek merger over aone-year period (30%(50% weighting). The Company’scompany’s performance against each performance goal will be measured separately to determine actual percentile performance and the corresponding PSU payout percentage, multiplied by the appropriate weighting factor. For more discussion, see “Compensation Components—Determination of Compensation—Long-Term Incentive Compensation” on page 31.33. Shareholder Engagement Shareholder Communication. We believe that maintaining an active dialogue with our shareholders is important to our long-term success. We valueConsideration of the opinions of our shareholders and other stakeholders and welcome their views throughout the year on key issues, such as portfolio strategy, capital allocation, corporate governance, transparent public disclosure, sustainability, corporate social responsibility and compensation. How the Compensation Committee Considered the 20162017 Advisory Vote on Our Executive Compensation Program. We received a levelShareholders communicated overall approval of support greater than 95% in 2016 for our shareholder advisory vote oncompensation philosophy and programs with“say-on-pay” voting results in excess of 97% in 2017 and a 97% level of support95% in 2015. In general, we believe our shareholders support our overall compensation philosophy, programs and practices.2016. Our Compensation Committee and board of directors value the opinions of our shareholders and consider those opinions when making compensation decisions. To the extent we receive a significant vote against the compensation of our named executive officers, we will consider our shareholders’ concerns and the Compensation Committee will evaluate whether any responsive actions are necessaryrequired. Our shareholders voted in 2017 to address those concerns.continue having “say-on-pay” votes on an annual basis. Therefore, the next “say-on-pay” vote will occur at our 2019 annual shareholders meeting, and we expect the next vote on the frequency of the “say-on-pay” vote to occur at our 2023 annual shareholders meeting. NAMED EXECUTIVE OFFICERSCompensation Philosophy and Principles Our named executive officers (“NEOs”) for 2016 were: Executive Officer Title Doyle R. Simons President and Chief Executive Officer Russell S. Hagen Senior Vice President and Chief Financial Officer Patricia M. Bedient Former Executive Vice President and Chief Financial Officer Adrian M. Blocker Senior Vice President, Wood Products Rhonda D. Hunter Senior Vice President, Timberlands James A. Kilberg Senior Vice President, Real Estate, Energy & Natural Resources Thomas M. Lindquist Former Executive Vice President, Real Estate, Energy & Natural Resources Catherine I. Slater Former Senior Vice President, Cellulose Fibers COMPENSATION PHILOSOPHY AND PRINCIPLES OurWe design our compensation philosophy isprograms to motivate and reward employees for performance that will resultresults in superior financial results and createcreates long-term value for shareholders. We do this by generally targeting base pay at or slightly below the competitive median and targeting incentive pay, which is tied directly to performance, at or slightly above the competitive median, so that the resulting target total direct compensation opportunity approximates median. We tie pay to performance by:     ●   measuring individual,company, business and companyindividual performance;   ●   using performance to differentiate the amount of incentive compensation; and   ●   allocating more reward dollars to higher performers. performing businesses and employees. 24 WEYERHAEUSER COMPANY EXECUTIVE COMPENSATION Our goal is to ensure Weyerhaeuser’s executive compensation programs are competitive and support key financial, strategic and human resources objectives. These include:     ●   attracting and retaining highly skilled executives;   ●   tying total compensation opportunities to the achievement of the Company’scompany’s short- and long-term financial and strategic goals; and   ●   enhancing the commonality of interests between management and shareholders by encouraging executives to think and behave like owners. The following key compensation principles guide the design and administration of the Company’scompany’s compensation program:     ●   maintain total compensation opportunities at market-competitive levels;   ●   clearly communicate desired behavior and use incentive pay to reward the achievement of performance goals;   ●   provide a broad range of payout opportunities based on performance; and   ●   design simple pay programs to ensure employee understanding.     Total Compensation To provide a competitive overall compensation and benefits package that is tied to creating shareholder value and that supports the execution of our business strategies, we use a range of compensation components. The combination and the amount of each component are influenced by the role of the executive in the Company,company, market data, and the total value of all the compensation and benefits available to the executive. Following is a summary of our compensation program for executive officers for 2016. Beginning in 2017, stock options will no longer be included in our long-term incentive program.2017.   Element    Objectives and Basis    Form Base salary    Provide a minimum fixed level of compensation that is competitive for each role    Cash Annual cash incentives    Annual incentive to drive company, business unit and individual performance    Cash Long-term incentives    Long-term incentive to drive company performance, align executives’ interests with shareholders’ interests, and retain executives through long-term vesting and potential wealth accumulation    PSUs stock options and RSUs Special bonuses    Reward extraordinary performance and attract and retain top talent for key roles within the organization    Cash or equity Retirement benefits    Provide means to save for retirement    Participation inEligibility to participate in  a tax-qualified andnon-qualified defined benefit pension plan, atax-qualifiedand defined contribution 401(k) plan, and anon-qualifiedplans supplemental retirement plan Deferred compensation benefits    Allow executives to defer compensation on atax-efficient basis    Eligibility to participate in a deferred compensation plan Medical and other benefits    Provide competitive benefits package that generally includes benefits offered to all employees    Health and welfare plans, and other broad-based employee benefits   2018 ANNUAL MEETING & PROXY STATEMENT 25 EXECUTIVE COMPENSATION Compensation Mix We seek to accomplish our executive compensation goals through an appropriate mix of short-term and long-term compensation, by providing a larger percentage of our executive officers’ total compensation opportunity in the form of equity compensation, and by ensuring that a significant portion of our executive officers’ total pay opportunity is in the form of performance-based compensation. The following discussion concerns total compensation mix for 2016, which included the use of stock options as a portion of long-term incentive compensation. The following charts illustrate 20162017 target compensation for Mr. Simons and an average for all other NEOs by type of compensation. A significant portion (approximately 71%61% and 65%55%, respectively) of the total target compensation of our CEO and our NEOs is performance-based.   ●        CEO COMPENSATION MIX   NEW COMPENSATION MIX          Fixed vs. performance-based compensation. We believe our mix of fixed (primarily base salary and RSUs) and performance-based compensation (primarily annual cash incentive plan, PSUs and stock options (eliminated in 2017)), with a significant weighting toward performance-based compensation at the executive officer level, supports the Company’s overallpay-for-performance culture and drives superior business performance. The percentage of an employee’s compensation opportunity that is performance-based, versus fixed, is based primarily on the employee’s role in the Company. In general, employees with more ability to directly influence overall Company and business segment performance have a greater portion of variable, performance-based pay at risk through short- and long-term incentive programs.    ●    Short-term vs. long-term compensation. We believe our mix of short-term (primarily base salary and annual cash incentive plan) and long-term incentives (primarily PSUs, stock options (eliminated in 2017) and RSUs), with a significant portion of total compensation provided through long-term incentives for our executive officers, encourages focus on both long-term strategic objectives and shorter-term business objectives without introducing excessive risk. In general, employees with more ability to directly influence overall Company and business segment performance have a greater portion of their overall compensation provided through long-term incentives. ● Cash vs. equity compensation. We believe our mix of cash (primarily base salary and annual cash incentive plan) and equity compensation (primarily PSUs, stock options (eliminated in 2017) and RSUs), with a significant portion of each executive officer’s total compensation opportunity coming through equity incentive grants, closely aligns the interests of our executive officers with those of our shareholders. In general, employees with more ability to directly influence overall Company and business segment performance have a greater portion of total pay opportunity provided through equity incentive programs. Pay for Performance. Our mix of fixed (primarily base salary and RSUs) and performance-based compensation (primarily annual cash incentive plan and PSUs), with a significant weighting toward performance-based compensation at the executive officer level, supports the company’s overallpay-for-performance culture and drives superior business performance. The percentage of an employee’s compensation opportunity that is performance-based, as opposed to fixed, is based primarily on the employee’s role in the company. In general, employees with more ability to directly influence overall company and business segment performance have a greater portion of variable, performance-based pay at risk through short- and long-term incentive programs. A Balanced Long-term Outlook. Our mix of short-term (primarily base salary and annual cash incentive plan) and long-term incentives (PSUs and RSUs), with a significant portion of total compensation provided through long-term incentives for our executive officers, encourages focus on both long-term strategic and financial objectives and shorter-term business objectives without introducing excessive risk. In general, employees with more ability to directly influence overall company and business segment performance have a greater portion of their overall compensation provided through long-term incentives. Alignment with Shareholders. Our mix of cash (primarily base salary and annual cash incentive plan) and equity compensation (PSUs and RSUs), with a significant portion of each executive officer’s total compensation opportunity coming through equity incentive grants, closely aligns the interests of our executive officers with those of our shareholders. In general, employees with more ability to directly influence overall company and business segment performance have a greater portion of total pay opportunity provided through equity incentive programs. Performance Management Our policy isWe design our compensation programs to reward achievement of specific financial, strategic and individual performance goals. We use an annual Performance Management Process (“PMP”) for our employees to assess individual performance. In the PMP process, each employee, including each of our NEOs, establishes his or her performance goals at the beginning of the year in consultation with the employee’s manager. The CEO’s performance goals are recommended by the Compensation Committee and approved by the board of directors.board. We 26 WEYERHAEUSER COMPANY CEO COMPENSATION MIX Long-Term Incentive Plan 29% RSU 10% Base Salary 15% Annual Incentive 46% PSU 61% Performance Based NEO COMPENSATION MIX Long-Term Incentive Plan 24% RSU 21% Base Salary 18% Annual Incentive Plan 37% PSU 24% RSU 55% Performance Based EXECUTIVE COMPENSATION assess the employee’s performance against these performance goals. Performance goals may include a broad spectrum of metrics aligned with achieving our vision, such as safety results, workforce effectiveness, financial and operating results, people development, governance and corporate responsibility, environment and sustainability, and customer value delivery. At the end of the year, the employee’s performance is assessed against these multiple goals, which results in an aggregate ranking of “exceeds,” “achieves” or “below.” The employee’s individual performance ranking is one important factor in decisions regarding compensation. The Compensation Committee and the board of directors review the CEO’s performance against his goals annually. Key performance goals for our NEOs in 20162017 were principally in the areas of: cash flow generation, return on net assets (“RONA”), operational excellence, merger synergy goals, relative competitive performance, capital effectiveness, strategic priorities, safety, workforce effectiveness, and people development. Mr. Simons’ principal individual performance goals for 20162017 were based on the three key levers on which the Companycompany is focused to drive shareholder value—portfolio, performance and capital allocation—as well as growth and achievement against the Company’scompany’s vision. For 20162017 compensation decisions, each of our NEOs was determined to have performed at the level of “achieves” or above in relation to his or her performance goals. Forms of Long-Term Incentive Compensation In 2016,2017, grants under our long-term incentive program for senior officers, including our NEOs, included a mix of forms of equity, with 50%60% of the value of the award granted as PSUs 25% of the value granted as stock options and 25%40% of the value granted as time-vested RSUs. This mix puts more compensation at risk for senior executives and provides for greater rewards if superior performance is generated. Beginning in 2017, stock options have beenwere eliminated and the mixas a part of long-term incentive compensation will be 60% of the value granted as PSUs and 40% granted as time-vested RSUs.compensation. In light of the Company’scompany’s strategic transformation of its asset portfolio and increased focus on increasing cash flow and the dividend, the Compensation Committee decided that the long-term incentive program should better reflect, and align with, the way we deliver value to our shareholders. The Compensation Committee believes that for REITs, which pay a large portion of annual earnings to shareholders in the form of dividends, stock options do notPSUs and RSUs more effectively capture the way we create value for our shareholders. shareholders than stock options, because stock options do not reflect dividend returns during the option period. This change in practice also takes into account that the vast majority of REITs do not use stock options in their long-term incentive programs, opting instead to use varying combinations of performance share plans and restricted stock unit grants.programs. Market Positioning The Companycompany uses comparative executive compensation data publicly available from a designated peer group of companies in combination with executive compensation survey data to evaluate the competitiveness of our executive compensation program. We use this data to design our program to focus executive officers on meeting Company performance objectives. Our objective is to set total target compensation and benefit levels within the median range of market pay and benefit levels. Each component of total compensation and other benefits is intended to be consistent with market practices as established by the peer group described below to help the Companycompany attract and retain talented executives and incentivize them to produce superior long-term shareholder returns. We review market compensation levels to determine whether total target compensation for our executive officers remains in the targeted median pay range and make adjustments when needed.appropriate. This assessment includes evaluation of base salary, annual incentive opportunities and long-term incentives. In addition, we review other rewards such as health benefits and retirement programs relative to the market. We also review the competitive performance of our peers to help establish performance targets for incentive plans and to assess appropriate payout levels for performance. In analyzing this information, we compare the pay of individual executives if we believe the positions are sufficiently similar to make meaningful comparisons and we consider each executive’s level of responsibility, prior experience, job performance, contribution to the Company’scompany’s success and results achieved. We do not target a specific percentile in the range of comparative data for each individual or for each component of our compensation program. The Compensation Committee exercises its business judgment and discretion and does not apply formulas or assign factors specific mathematical weights.weights to individual factors. For the market assessment conducted in 2015early 2017 to help the Compensation Committee set 20162017 executive target pay opportunities, total target compensation for our NEOs relative to similarly situated executive officers in the competitive market was within the median range. See “Compensation Components” below for details. 2018 ANNUAL MEETING & PROXY STATEMENT 27 EXECUTIVE COMPENSATION Peer Group When establishing target pay opportunities for our NEOs for 2016,2017, the Compensation Committee reviewed competitive market data in 20152017 for the following group of comparator companies, comprised of basic materials and manufacturing companies and REITs:   Company   Revenue(1) ($MM)   Market Cap(2) ($MM)     Revenue(1) ($MM)     Market Cap(2) ($MM)     Air Products & Chemicals, Inc. (APD)   $ 9,895     $ 28,029     $   9,524         $   31,263       Alcoa Inc. (AA)   $ 22,534     $ 12,931   Alcoa (AA)(3)   $   20,700         $   8,129       American Tower Corp (AMT)   $ 4,538     $ 41,065     $   5,526         $   45,116       AvalonBay Communities, Inc. (AVB)   $ 1,867     $ 25,203     $   2,017         $   24,327       Boston Properties, Inc. (BXP)   $ 2,503     $ 19,587     $   2,548         $   19,342       Crown Castle International Corp. (CCI)   $ 3,795     $ 28,855     $   3,835         $   31,232       Eastman Chemical Company (EMN)   $ 9,772     $ 10,032     $   9,045         $   11,037       Equity Residential (EQR)   $ 2,706     $ 29,720     $   2,524         $   23,534       General Growth Properties, Inc. (GGP)   $ 2,555     $ 24,006     $   2,555         $   22,101       International Paper Company (IP)   $ 22,865     $ 15,629     $   21,141         $   21,819       Nucor Corporation (NUE)   $ 17,986     $ 12,880     $   15,708         $   18,956       Potash Corp of Saskatchewan Inc. (POT)   $ 6,303     $ 14,264     $   4,239         $   15,439       PPG Industries, Inc. (PPG)   $ 15,341     $ 26,609     $   15,370         $   25,016       Prologis Inc. (PLD)   $ 2,166     $ 22,503     $   2,755         $   27,906       Public Storage (PSA)   $ 2,433     $ 42,891     $   2,589         $   38,764       The Mosaic Company (MOS)   $ 9,111     $ 9,726     $   7,464         $   10,272       Vornado Realty Trust (VNO)   $ 2,784     $ 18,847     $   2,477         $   19,725       WestRock Company (WRK)   $ 11,381     $ 11,617     $   14,172         $   12,582       75th Percentile   $ 11,010     $ 27,674     $   13,010         $   27,183       50th Percentile   $ 5,420     $ 21,045     $   4,883         $   21,960       25th Percentile   $ 2,593     $ 13,264     $   2,564         $   16,318       Weyerhaeuser Company (WY)   $ 8,500     $ 23,611     $   7,871         $   22,509         (1) 4Qs of revenue closest to 20152016 calendaryear-endyear-end.   (2) As of 12/31/20152016. (3) At the time the Compensation Committee reviewed competitive market data, Alcoa had split into two companies, Alcoa and Arconic. However, competitive market data was only available for the legacy combined company. Alcoa remains a part of the peer group, while Arconic does not. Each year the Compensation Committee, working with its independent compensation consultant, reviews the composition of the peer group and determines whether any changes should be made. For 2016,made to the peer group to maintain our compensation within the group median. No changes were made to the peer group to reflect the Company’s increased size and scope of operations following the Plum Creek merger. Fivelarge-cap REIT companies were added to the previous year’s peer group and six were removed. Four of those removed were no longer comparable to the Company based on revenue or market capitalization, and two were eliminated because of merger and acquisition activity, including Plum Creek.for 2017. In addition to reviewing the current pay practices of these peer companies, the Compensation Committee reviews various pay surveys, including surveys of pay practices of forest products companies andcomparably-sized manufacturing companies as well as general industry data forsimilarly-sized companies. The peer group and survey data are generally reviewed separately to understand pay differences, if any, by industry or business segment and to assess whether any changes in pay data from year to year reflect true market trends. 28 WEYERHAEUSER COMPANY EXECUTIVE COMPENSATION COMPENSATION COMPONENTS—DETERMINATION OF COMPENSATIONCompensation Components – Determination of Compensation Base Salary Base salary is the principal fixed element of executive compensation. In setting base salaries for executives, our Compensation Committee generally targets base salary to be at or slightly below the median level for the applicable role among the peer group companies described above.above for the applicable executive role. We also consider other factors to allow us to meet our objective of attracting and retaining critical talent, such as the Company’scompany’s performance, relative pay among executives, the executive’s individual performance, and his or her experience and potential to assume roles with greater responsibility. The Compensation Committee reviews executive salaries on an annual basis. Increases in salaries generally are based on the market level salary for the role in which the executive serves and individual performance assessments, overall Company budgets and specific talent needs.assessments. Based on the competitive assessment conducted in late 2015,early 2017, Mr. Simons’ 20162017 base salary was below median to reflect the Company’scompany’s general philosophy to have a greater portion of the CEO’s total pay at risk throughshort-and long-term incentive programs. Base salaries for each of Mr.Messrs. Blocker, Ms. Hunter, Ms. BedientHagen, and Kilberg and Ms. SlaterHunter were within the median range. BaseMr. Hagen’s base salary was increased for Mr. Lindquist was, at the time of the Plum Creek merger, within the competitive range of pay relative to his new role with the Company. During 2016, base salaries for Messrs. Hagen and Kilberg were adjusted to reflect their new responsibilities with the Company following the Plum Creek merger and2017 to bring their salaries within the market median range for their new positions.it in line with similarly-situated executives. Base salaries for our NEOs in 20162017 were:   Named Executive Officer   Percentage Increase Over 2015   2016 Base Salary      Percentage Increase Over 2016     2017  Base Salary      Doyle R. Simons   0%   $ 1,000,000          0   %      $   1,000,000       Russell S. Hagen   —   $ 550,000          3.64   %      $   570,000       Patricia M. Bedient   0%   $ 640,000   Adrian M. Blocker   7.55%   $ 570,000          0   %      $   570,000       Rhonda D. Hunter   7.55%   $ 570,000          0   %      $   570,000       James A. Kilberg   —   $ 542,000          0   %      $   542,000       Thomas M. Lindquist   —   $ 645,000   Catherine I. Slater   7.55%   $ 570,000   Short-Term Incentive Plan Our Annual Incentive Plan (“AIP”) is an annual cash bonus plan designed to:     ●   motivate our executive officers, including our NEOs, and other participants to generate strong financial performance and achieve our strategic goals;   ●   link pay to performance; and   ●   attract and retain top talent employees. Each AIP participant is assigned a target bonus opportunity that reflects competitive practices in the market for similar positions. The AIP is funded based on achieving thepre-established financial performance and controllable business scorecard measuresmetrics described below. The actual bonus amounts awarded to individual employees are based on the level of plan funding and the individual employee’s individual performance against his or her performance goals. Executives with a performance rating of “achieves” will generally receive an award at or near the bonus level funded by financial and business performance. AIP Performance Measures and Plan Mechanics For 2016,2017, the AIP focused on the performance of the Company’scompany’s three business segments: Timberlands, Real Estate, Energy & Natural Resources, and Wood Products. Real Estate, Energy & Natural Resources was added to the AIP performance measures for 2016 because it is a new business segment of the Company, while the Cellulose Fibers business segment was eliminated for 2016 because it was under strategic review and held for sale. We view each of the Company’scompany’s businesses separately to optimize the performance of each business. The AIP is designed to be easy for employees to understand and give them a clear view of the effect of their business improvement efforts on their compensation. AIP funding is calculated using financial performance metrics and controllable business scorecard metrics, with the financial performance metrics weighted 70% and the controllable business scorecard metrics weighted 30%. Employees of each business segment, including the executive officer leading a segment, receive bonuses under the AIP based on:     ●   the performance of the business against its financial performance metrics targets, which are funds from operations (“FFO”) for Timberlands and Real Estate, Energy & Natural Resources combined, and return on net assets (“RONA”) for Wood Products; targets;   ●   the performance of the business against its controllable business scorecard metrics; and   ●   the performance of each employee against his or her individual performance goals. The CEO and staffcorporate function employees, including the Chief Financial Officer, receive annual bonuses based on a weighting of actualearned funding of the AIP for the business segments—40% for Timberlands, 20% for Real Estate, Energy & Natural Resources, and 40% for Wood Products—modified by the performance of the individual employee against his or her performance goals. This funding mechanism is designed to make the CEO accountable for the results of all of our businesses and to focus corporate staff effortsfunction employees on helping eachthe goals, priorities and success of the businesses be successful. Earnings before interest and taxes (“EBIT”) is used in our calculations of FFO and RONA and is defined as net earnings, less earnings from discontinued operations and interest income, plus income tax expense and interest expense, net of capitalized interest. FFO is defined as EBIT, less gains on Section 1031 exchanges and large asset sales, plus depletion, depreciation and amortization, plus the net book value from cash land sales, and less fertilizer spending. We use FFO aswhich they play a performance measure for the Timberlands and the Real Estate, Energy & Natural Resources businesses because it is a commonly used metric by real estate investment trusts (REITs) to measure operating performance.critical role.   2018 ANNUAL MEETING & PROXY STATEMENT 29 FFO is intended to focus participants on generating cash flow, which supports the Company’s focus on a growing and sustainable dividend for shareholders. RONA is defined as EBIT divided by average net assets. We define net assets for Wood Products as total segment assets less cash and cash equivalents and current liabilities. We use RONA as the principal performance measure for our Wood Products business because of its strong link over time to total shareholder return in the basic materials sector and for Weyerhaeuser. The use of this measure is intended to focus participants on generating profitability, both through increasing revenues and controlling costs. In addition, use of this measure reinforces the importance of making capital investments that will improve the Company’s overall returns. While we report our financial results in accordance with U.S. GAAP, for the reasons described above we base our incentive programs’ financial targets, including the AIP, onnon-GAAP financial measures such as FFO and RONA.EXECUTIVE COMPENSATION The Compensation Committee has discretion to adjust the FFO or RONA calculations for special items as appropriate. For AIP purposes in 2016, we excluded asset impairments and equity earnings from joint ventures. Financial Performance Metrics The 20162017 financial performance metrics for AIP funding:     ●   for the Timberlands and Real Estate, Energy & Natural Resources businesses, were based on the combined FFOAdjusted EBITDA achieved by the two businesses;   ●   for the Wood Products business, was based on RONA; and   ●   for the CEO and staffcorporate function employees, were based on a weighting of actualearned funding of the AIP for the three businesses—40% for Timberlands, 20% for Real Estate, Energy & Natural Resources and 40% for Wood Products. For 2017, Funds from Operations, or “FFO”, was replaced by a new performance measure for the Timberlands and Real Estate, Energy & Natural Resources segments: earnings before interest, taxes, depreciation, depletion, amortization, basis of real estate sold, pension and postretirement costs not allocated to business segments and special items, or “Adjusted EBITDA”. The Compensation Committee made the change to use Adjusted EBITDA because it aligns this important incentive compensation program with the way the company evaluates and reports its performance to shareholders and better reflects the way senior management manages the company. RONA is defined as earnings before interest and taxes, or “EBIT”, divided by average net assets, which is total assets for Wood Products less cash and cash equivalents and current liabilities. We use RONA as the principal performance measure for our Wood Products business because of its strong link over time to total shareholder return in the basic materials sector and for Weyerhaeuser. The use of this measure is intended to focus participants on generating profitability, both through increasing revenues and controlling costs. In addition, use of this measure reinforces the importance of making capital investments that will improve the company’s overall returns. Targets for the financial performance metrics are established by the Compensation Committee at the beginning of each plan year and are not subject to adjustment by management. The Compensation Committee determines the level of FFOAdjusted EBITDA and RONA performance necessary for funding the threshold, target and maximum levels, which represent funding at 20%, 100% and 200% of target levels, respectively. If the applicable FFO result (for Timberlands and Real Estate, Energy & Natural Resources businesses combined) or RONA result (for Wood Products)performance goal is below the threshold, the funding level for this portion of the AIP is 0%. Targets for the AIP’s financial performance metrics are established based on a variety of factors:     ●   The near-term outlook, prior year performance and competitive position influences the performance goal set for target funding for the Timberlands and the Real Estate, Energy & Natural Resources businesses.   ●   The cost of capital and competitive position influences the performance goal set for target funding for the Wood Products business.   ●   Internal benchmarks of outstanding performance influence the performance goal set for maximum funding.     For 2016,2017, the Compensation Committee set a combined FFOAdjusted EBITDA target for the Timberlands and Real Estate, Energy & Natural Resources businesses and a RONA target for the Wood Products business at the following levels:        Metric     Threshold (20% of Target Funding)     Target (100% of Target Funding)     Maximum (200% of Target Funding)   Timberlands     FFO     $ 811M     $ 1,014M     $ 1,268M   Real Estate, Energy & Natural Resources                                 Wood Products     RONA       6%       12%       22%   For 2017, FFO is being replaced by a new performance measure for the Timberlands and Real Estate, Energy & Natural Resources segments: earnings before depreciation, depletion, amortization, basis of real estate sold, pension and postretirement costs not allocated to business segments and special items, or “Adjusted EBITDA”. The Compensation Committee made this change to use Adjusted EBITDA because it believes it aligns this important incentive compensation program with the way the Company evaluates and reports its performance to shareholders.     Metric   Threshold (20% of Target Funding)     Target (100% of Target Funding)     Maximum (200% of Target Funding)   Timberlands and Real Estate, Energy & Natural Resources   Adjusted EBITDA   $ 912 million     $ 1,141 million     $ 1,426 million   Wood Products   RONA     6%       12%       22%   Controllable Business Scorecard Metrics The remainder of the AIP funding determination (30%) is based on the performance of each business against certain controllable business metrics approved in advance by the Compensation Committee (the “business scorecard”).Committee. The controllable business scorecard metrics measure performance against achievement of the Company’scompany’s vision in areas such as operational excellence and people development, financial and competitive performance, cost competitiveness and performance against strategic goals and priorities. 30 WEYERHAEUSER COMPANY EXECUTIVE COMPENSATION Bonus Opportunities Under the AIP At the beginning of the year, each AIP participant, including each of our NEOs, was assigned a target bonus opportunity that reflected competitive practices in the market for similar positions. Target bonus opportunities in 20162017 were 150% of base salary for our CEO and85-90% 85% of base salary for all other NEOs. Under the AIP, the bonus for each executive officer can range from 0% to 300% of the target incentive value. Funding based on the financial performance and controllable business scorecard metrics ranges from 0% to 200% of target. Based on individual performance, such funded amounts may be modified by 00% to 150%, i.e., decreased to 0% of target or increased up to a maximum of 300% of target value. Targets set for the NEOs were based on competitive market practices and designed to focus the executive on financial performance, operational excellence and people development. AIP Bonus Allocation Process After the end of each plan year, the Compensation Committee approves the funding for the AIP based on the performance of each business against itspre-determined financial performance metrics and controllable business scorecard metrics. The bonus opportunities for executive officers are adjusted up or down from each officer’s target opportunity based on the level of funding achieved (e.g., 50% funding would reduce an officer’s target opportunity by half). Funded awards are allocated to executive officers based on each officer’s individual performance rating against his or herpre-established performance goals, based on a qualitative and quantitative assessment of performance (see “Compensation Philosophy and Principles—Performance Management”Principles”) and other individual performance criteria. In general, an executive officer with awho receives an “achieves” performance rating of “achieves” receivesreview will earn an annual incentive award at or near his or her funding-adjusted individual target level. Similarly, an executive officer withwho falls below “achieves” level of performance will typically receive less than the individual funding-adjusted target incentive opportunity, and an executive who receives an “exceeds” ratingperformance review may receiveearn an annual incentive award greater than his or her individual funding-adjusted target level and an executive officer with a “below” rating will typically receive less than the individual funding-adjusted target incentive opportunity.level. The Compensation Committee and the full board of directors determineseach approves the bonus to be paid to our CEO based on the recommendation of the Compensation Committee.CEO. The Compensation Committee determines the bonuses to be paid to executive officers based on recommendations by our CEO and chief human resources officer. For 2016,Consistent with past practice, the Compensation Committee also established overall performance measures of cash flow (net cash from operations meets or exceeds $500 million) and earnings per share (“EPS”) (diluted net earnings attributable to Weyerhaeuser common shareholders meets or exceeds $0.50). Thesepre-established objective performance measures were established to qualify for purposes of qualifying 2017 AIP bonuses to covered employees as deductible performance-based compensation under Section 162(m) of the Internal Revenue Code. See “Other Factors Affecting Compensation—LimitationsBecause these threshold goals were met, the Compensation Committee was authorized to make the AIP awards as described above. However, in light of recent federal tax legislation, the entire amount of paid 2017 AIP bonuses may not be fully deductible as a result of the Section 162(m) changes. For more information, seeLimitation on Deductibility of Executive Compensation for AIP Awards” below for more information. Achievement of the cash flow and EPS performance measures established the maximum award level for each NEO. Once either performance measure is met, the actual payouts of short-term incentives are based on consideration of the performance measure under the AIP and the exercise of negative discretion by the Compensation Committee. In determining actual 2016 payouts for our NEOs, the Compensation Committee first confirmed that the cash flow and EPS performance measures were attained. Failure to attain at least one of these measures would have resulted in forfeiture of each NEO’s entire AIP bonus opportunity. below.   AIP Funding and Allocation Illustration Individual AIP awards are calculated as follows (the amounts correlate to Mr. Simons’ 2016 AIP funding calculations):follows:   2018 ANNUAL MEETING & PROXY STATEMENT 31 Base Salary Target AIP Opportunity Percentage Business Performance Funding Multiple Individual Performance Adjustment Individual AIP Award EXECUTIVE COMPENSATION For 2016,2017, AIP funding multiples were as follows:   Business (Financial Measure)   Financial Performance Metrics   Business Scorecard Metrics          FINANCIAL PERFORMANCE METRICS         CONTROLLABLE BUSINESS METRICS                         Business (Financial Measure) 2016  Financial Results   Funding Multiple [A]   2016      Scorecard      Results        Funding Multiple [B]   2016  Total Funding Multiple [A+B]     2017 Financial Results   Funding Multiple (A)       2017 Business Metrics Results   Funding Multiple (B)    2017 Total  Business Funding Multiple (A+B)       $ 1,037MM         0.75          High Achieves       0.50           1.25       $ 1,177 million       0.79         Exceeds       0.60       1.39   Real Estate, Energy & Natural Resources (1)     $ 1,037MM         0.75          Exceeds       0.60           1.35       $ 1,177 million       0.79         Exceeds       0.60       1.39   Wood Products (2)     32%         1.40          Achieves       0.35           1.75     Chief Executive Officer, Chief Financial Officer and other staff functions (3)     —       1.01     —     0.46       1.47   Wood Products (2) (4)     33%       1.40         High Achieves       —         1.40   Chief Executive Officer, Chief Financial Officer and other corporate functions (3) (4)     N/A       1.03       N/A       0.36       1.39     (1) Based on a combined FFOAdjusted EBITDA for Timberlands and Real Estate, Energy & Natural Resources.   (2) Based on segment RONA.   (3) Based on performance of Timberlands, Real Estate, Energy & Natural Resources, and Wood Products (weighted for each segment at 40%, 20% and 40%, respectively). (4) Although the Wood Products business delivered “high achieves” performance for its controllable business metrics, consistent with the company’s focus on pay for performance, the Compensation Committee at the recommendation of management exercised its discretion to reduce the funding multiple due to a product remediation matter. AIP bonus targets and actual payout amounts for our NEOs in 20162017 were:   Executive Officer   Target Bonus (% of Base Salary)   Target Bonus Amount ($) [A](1)   Total Funding Multiple [B]   Adjustment Based on Performance Rating ($) [C]   2016 Bonus Earned ($) [(A x B) + C]   2016 Bonus Earned (% of Target) Named Executive Officer   Target Bonus (% of Base Salary)   Target Bonus Amount ($) [A]   Business Funding Multiple [B]   Individual Performance Adjustment ($) [C]   2017 Bonus Earned ($) [ ( A x B ) + C ]   2017 Bonus Earned (% of Target)   Doyle R. Simons       150 %        $ 1,500,000       1.47     $ 195,000      $ 2,400,000      160.0 %      150 %    $ 1,500,000       1.39     $ 515,000     $ 2,600,000       173 %  Russell S. Hagen (2)       85 %   $ 427,903       1.47     $ 93,983      $ 723,000      169.0 %      85 %    $ 484,500       1.39     $ 151,545     $ 825,000       170 %  Adrian M. Blocker       85 %   $ 484,500       1.75     $ 43,125      $ 891,000      183.9 %      85 %    $ 484,500       1.40     $ 0     $ 679,000       140 %  Rhonda D. Hunter       85 %   $ 484,500       1.25     $ 152,375      $ 758,000      156.4 %      85 %    $ 484,500       1.39     $ 151,545     $ 825,000       170 %  James A. Kilberg (2)       85 %   $ 421,679       1.35     $ 57,734      $ 627,000      148.7 %      85 %    $ 460,700       1.39     $ 0     $ 641,000       139 %  Patricia M. Bedient (3)       85 %   $ 272,000       1.47     $ 0      $ 399,840      147.0 %  Thomas M. Lindquist (4)       90 %   $ 289,455       1.00     $ 0      $ 289,455      100.0 %  Catherine I. Slater (5)       85 %   $ 443,463       1.00     $ 0      $ 443,463      100.0 %  (1) Target Bonus Amounts shown for Ms. Bedient, Mr. Lindquist and Ms. Slater represent prorated target amounts based on their time in service with the Company during 2016. (2) Amounts shown for Messrs. Hagen and Kilberg exclude $25,547 and $27,382, respectively, representingone-twelfth of the annual bonus earned under the former Plum Creek Annual Incentive Plan, calculated at target level performance, paid to them in accordance with the terms of the Plum Creek merger. Mr. Kilberg assumed his current position on April 11, 2016. (3) Ms. Bedient was paid a prorated bonus based on her time in service with the Company during 2016. (4) Mr. Lindquist was paid a prorated bonus at target performance level in accordance with the terms of his Plum Creek change of control agreement. (5) Ms. Slater was paid a prorated bonus at target performance level in connection with the terms of the Company’s divestiture of its Cellulose Fibers business. The AIP bonus for each of Messrs. Simons, Hagen, Blocker Hagen,and Kilberg and Simons and Ms. Hunter was above target in part because the business funding multiple applicable to their respective AIP opportunities exceeded target based on business performance. The 2016 funding multipleperformance, and for Messrs. Simons and Hagen and Ms. Hunter, because they met or exceededpre-established goals for their respective individual performance adjustments. The 2017 business funding multiple for Mr. Simons was 1.47,1.39 based on the performance of the Timberlands, Real Estate, Energy & Natural Resources and Wood Products segments.segments, and the Committee recognized his continued strong leadership in developing key strategic initiatives for the company and for driving operational excellence and people development throughout the organization. The 20162017 business funding multiple for Ms. HunterMr. Hagen was 1.25,1.39 based on the performance of the Timberlands, segment.Real Estate, Energy & Natural Resources and Wood Products segments, and the Committee recognized his leadership in executing key portfolio management projects, including the divestiture of the company’s Uruguay operations and the divestiture of its investment in the Twin Creeks Timber joint venture. The 20162017 business funding multiple for Ms. Hunter was 1.39 based on the performance of the Timberlands segment, and the Committee recognized her leadership in driving operational excellence results and completing a successful integration of the Weyerhaeuser and Plum Creek timberlands organizations. The 2017 business funding multiple for Mr. Blocker was 1.75,1.40 based on the performance of the Wood Products segment. The 2016segment, and the 2017 business funding multiple for Mr. Kilberg was 1.35,1.39 based on the performance of the Real Estate, Energy & Natural Resources segment. Generally, total earned bonuses are rounded up to the nearest $1,000. Mr. Simons’ AIP bonus was further increased based on his vision and execution with respect to key strategic matters, including the merger with Plum Creek and the divestiture of the Cellulose Fibers business, as well as his continued strong leadership in driving significant progress against the Company’s operational excellence and people development goals in 2016. Ms. Hunter’s AIP bonus was further increased to recognize her extraordinary leadership in combining the Weyerhaeuser and Plum Creek timberlands organizations and driving operational synergies and operational excellence efforts. Mr. Blocker’s AIP bonus was further increased to recognize his continued strong leadership in driving operational excellence improvements and people development, as well as the integration of the Plum Creek wood products mills. Mr. Kilberg’s AIP bonus was further increased to recognize his extraordinary leadership in implementing the asset value optimization process, or “AVO”, on the legacy Weyerhaeuser lands, as well as building a working relationship between his organization and the Timberlands business. Mr. Hagen’s AIP bonus was further increased to recognize his leadership in the integration of Plum Creek, the divestiture of the Cellulose Fibers business, the allocation of capital, including the share repurchase program, and identifying and driving cost synergies. 32 WEYERHAEUSER COMPANY EXECUTIVE COMPENSATION Long-Term Incentive Compensation Each year, target long-term incentive award opportunities are set for each of the Company’scompany’s executives, including our NEOs. Target award opportunities generally are set at or slightly above the median of peer companies, reflecting the Company’scompany’s desire to have a greater proportion of pay tied to performance and long-term shareholder value. Grants of long-term incentives are not guaranteed. In addition, these opportunities may be increased or decreased based on the executive officer’s performance rating using the criteria described in “Compensation Philosophy and Principles—Performance Management.” Participants do not receive an equity grant if performance against their performance goals does not meet minimum standards. The Compensation Committee also considers competitive market conditions, expected future contributions to the Companycompany and retention concerns in determining the final grants to executive officers. Weyerhaeuser makes its annual long-term incentive grants to employees in February of each year at the regular meeting of the Compensation Committee, which typically is within one to two weeks after the Companycompany publicly releases earnings. For executive officers who are hired or promoted during the year, the Compensation Committee considers compensation levels in connection with the board’s appointment of the executive and may approve equity grants for the executive that are effective upon the later of (i) the officer’s start date or the effective date of the promotion or (ii) the date the grant is approved by the Compensation Committee. For the NEOs other than Messrs. Kilberg, Hagen and Simons, theThe Compensation Committee’s February meeting date was the effective grant date for the 20162017 annual equity grants. Equity grants to Mr. Simons were made on the day following the Compensation Committee meeting at the meeting of the full boardboard. 2015 PSU Performance PSUs granted in 2015 were tied to achievement of directors. Messrs. Hagen, Kilbergthe company’s long-term operational objectives and Lindquist joineddesigned to align pay and performance, a key company goal. The actual number of 2015 PSU units earned was based on a three-year measure of the Company in February 2016 followingcompany’s TSR relative to the Plum Creek merger. GrantsTSR of 2016 PSUsthe constituents of the S&P 500 index and the TSR for a designated industry peer group of companies. No PSU units could be earned for performance at or below the 25th percentile, and up to 150% of target PSU units granted could be earned for performance at or above the 75th percentile, with linear interpolation for relative TSR between the 25th percentile and 75th percentile. Each comparator group carried equal (50%) weighting. For the period 2015 to 2017, the company’s TSR ranking was above the 25th percentile and below the 50th percentile relative to the S&P 500 and below threshold relative to the industry peer group. After giving effect to the 50% weighting for each comparator group, 31.5% of target PSU units were subsequently made to Messrs.earned by our NEOs, other than Mr. Hagen and Mr. Kilberg, who were not employed by the Compensation Committee at its May 2016 meeting; grants of stock options and RSUscompany when the 2015 PSU awards were not included in their 2016 long-term incentive compensation because they had received long-term incentive award grants while employed at Plum Creek, which the Company assumed in connection with the Plum Creek merger. No long-term incentive compensation grants were made to Mr. Lindquist because he was no longer serving as an executive officer of the Company at the time of the Compensation Committee’s May meeting.granted. Total Long-Term Incentive Compensation Grants The Compensation Committee established a target level of long-term incentives for each executive officer position relative to the median of competitive market long-term incentive levels. For 2016,2017, the target long-term incentive values for the NEOs were:   Named Executive Officer    2017 Target Long-Term   Incentive Value (1)     Doyle R. Simons    $ 7,500,000   Russell S. Hagen    $ 1,600,000   Adrian M. Blocker    $ 1,600,000   Rhonda D. Hunter    $ 1,600,000   James A. Kilberg    $ 1,550,000   Executive Officer(1) 2016 Target Long-Term Incentive Value (1) Doyle R. Simons     $ 7,000,000   Russell S. Hagen     $ 1,030,000   Patricia M. Bedient     $ 1,592,000   Adrian M. Blocker     $ 1,550,000   Rhonda D. Hunter     $ 1,550,000   James A. Kilberg     $ 1,000,000   Thomas M. Lindquist —     Catherine I. Slater     $ 1,550,000   (1) These amounts reflect the approved target value of long-term incentive compensation granted to each NEO in 2016, other than Messrs. Hagen and Kilberg, who joined the Company in February 2016 following the Plum Creek merger. The amounts shown for Messrs. Hagen and Kilberg represent the value of their respective PSU grants from the Company, but do not include the value of the RSU awards they received from Plum Creek in 2016, which awards were assumed by the Company in the Plum Creek merger. No grants of long-term incentive compensation awards were made to Mr. Lindquist because he was no longer serving as an executive officer of the Company at the time of the Compensation Committee’s May 2016 meeting.2017. The actual grant-date fair values of these grants, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, are shown in the Summary Compensation Table on page 4238 and the Grants of Plan-Based Awards for 20162017 table on page 44.40.     2018 ANNUAL MEETING & PROXY STATEMENT 33 EXECUTIVE COMPENSATION For 2016,2017, 60% of the target value of the long-term incentive awards were granted in the form of PSUs stock options and time-vested RSUs, with 50%40% of the value of the awardlong-term incentive awards were granted in the form of PSUs, 25% of the value in the form of stock options, and 25% of the value in the form of RSUs, except, as previously discussed, long-term incentive grants for Messrs. Hagen and Kilberg were comprised entirely of PSUs. Beginning in 2017, stock options will no longer be a part of the mix of our long-term incentive awards.RSUs.   RESTRICTED STOCK UNITS 40% PERFORMANCE SHARE UNITS 60% ●  Alignment with shareholders ●  Facilitates share ownership ●  Strong retention vehicle ●  Tied to achievement of long term operational objectives ●  Facilitates share ownership ●  Alignment with shareholders ●  Strong retention vehicle Shares earned will range from 0% to 150% of the target number of PSUs based on the company’s3-year TSR performance relative to S&P 500 and designated industry peer group.   Performance Share Unit Awards PSUs are tied to achievement of the Company’scompany’s long-term operational objectives and are designed to align pay and performance, a key Companycompany goal. Weyerhaeuser grants PSUs to executive officers to incent production of superior long-term shareholder returns andthrough achievement of long-term operational and strategic business goals. PSUs align compensation with shareholder interests by focusing the executive officer on long-term shareholder return compared to otherlarge-cap companies, represented by the constituents of the S&P 500 index, and an industry peer group of companies. For the PSUs granted in 2016, performance is measured in part by the Company’s relative shareholder return over a three-year performance period, and in part by achievement of certain cost synergies in connection with the Plum Creek merger over aone-year performance period. 2016 PSUs A target number of PSUs were granted to the NEOs in 2016,2017, as shown in the following table.table:   Named Executive Officer    Performance Share Units Doyle R. Simons      161,670 120,989 Russell S. Hagen      29,697 Patricia M. Bedient 26,051 36,712 Adrian M. Blocker      35,743 26,051 Rhonda D. Hunter      35,743 26,051 James A. Kilberg      28,832 Thomas M. Lindquist 25,237 —   Catherine I. Slater 35,743 The actual number of PSUs earned may range from 00% to 150% of the target number of PSUs granted based on threetwo independent performance measures:measures over a three-year performance period: the Company’scompany’s three-year total shareholder return (“TSR”) relative to companies in the S&P 500 Index (35%(50% weighting); and the Company’scompany’s three-year TSR relative to a designated industry peer group (35%(50% weighting);. The industry peer group of companies includes: Boise Cascade Company, Catchmark Timber Trust, Louisiana-Pacific Corporation, Potlatch Corporation, Rayonier Inc., St. Joe Company and achievement of a cost synergy target in connection with the Plum Creek merger over aone-year period (30% weighting).West Fraser Timber Co. Ltd. Company performance against each performance goal is measured separately to determine actual percentile performance and the corresponding PSU payout percentage, multiplied by the appropriate weighting factor. For example, if the Companycompany achieves 50th percentile performance against each of the S&P 500 comparator groupsgroup and $150 million in cost synergies,75th percentile performance against the industry comparator group, then a participant holding a target award of 1,000 PSUs would earn 1,150 PSU shares1,250 PSUs as follows: (a) 1,000 x 100% payout x 35%50% weighting = 350500 shares; and (b) 1,000 x 100%150% payout x 35%50% weighting = 350 shares; and (c) 1,000 x 150% x 30% weighting = 450750 shares. These three independent performance measures ensure thatpotential PSU payouts under the PSUs are strongly aligned with shareholder interests. The Company’s relative TSR performance against each ofPerformance over the two comparator groups over a three-year performance period rangescan range from a threshold minimum of 25th percentile performance to a maximum performance of greater than or equal to 75th percentile performance. The industry peer group of companies includes: Boise Cascade Company, Catchmark Timber Trust, Louisiana-Pacific Corporation, Potlatch Corporation, Rayonier Inc., St. Joe Company and West Fraser Timber Co. Ltd. Canfor Corporation, Deltic Timber Corporation, Domtar Corporation and International Paper Company were removed from the group because paper companies were no longer relevant to the Company’s business, and Plum Creek was removed from the group due to its merger with the Company. The cost synergy targets range from a threshold minimum of $80 million to a maximum performance of $150 million or greater over aone-year performance period. Payout percentages at various levels of relative TSR performance and achievement of the cost synergy target for the 20162017 PSUs are illustrated in the table below.below:   TSR Percentile Rank Against Each Peer Group (35%(50% Weighting Each)   Payout % of Target Awards (1) < 25th percentile     0%  0 % 25th percentile     50%  50 % 50th percentile     100%  100 % ³ 75th percentile     150%  150 %   Cost Synergy Target (30% weighting)(1) Payout % of Target Awards (1) < $ 80 M 0%        $80 M 50%        $100 M 100%        ³ $150 M 150%        (1) Payout percentages for performance above threshold (TSR performance above the 25th percentile and Cost Synergy performance above $80 million)percentile) will be linearly interpolated between percentiles, and cost synergy dollar targets, in each case with a weighted maximum of 150%. If the Companycompany declares and pays dividendsdividend equivalent units on the Company’scompany’s common stock during the time period when PSUs are outstanding, the PSUs will be credited with the dividends,dividend equivalents, which will be reinvested in additional units, to beadjusted for performance and paid out in shares if and when earned and the PSUs vest. To the extent the PSUs vest and are paid to participants, the dividendsdividend equivalents credited to the PSUs will also vest and be paid. Stock Options Stock options align executives’ interests with those of shareholders since stock options have realizable value only when the Company’s stock price increases. Stock options have an exercise price equal to 100% of the fair market value of one share of stock on the grant date. Stock options generally   have a term of 10 years from the date of grant and vest ratably over 4 years with 25% vesting on each of the first, second, third and fourth anniversaries of the grant date. The value of the stock options granted to our NEOs in 2016 was 25% of the value of the long-term incentive grant, with the specific value of the long-term incentive grant based on the factors described above under “Long-Term Incentive Grants.” The number of stock options granted to each executive is calculated by dividing the intended grant value of the stock options by the Black-Scholes option value (as described in Note 16 of Notes to Consolidated Financial Statements in the Company’s Annual Report on Form10-K). In 2016, the following awards of stock options were granted to the NEOs:   Executive Officer34 Stock Options Doyle R. Simons   579,431 Russell S. Hagen (1)WEYERHAEUSER COMPANY   —   Patricia M. Bedient 131,570 Adrian M. Blocker 128,099 Rhonda D. Hunter 128,099 James A. Kilberg (1) —   Thomas M. Lindquist (1) —   Catherine I. Slater 128,099 EXECUTIVE COMPENSATION   (1) Messrs. Hagen and Kilberg were not granted stock options because they had been granted long-term incentive awards in February 2016 while employed at Plum Creek, which awards the Company assumed in connection with the Plum Creek merger. No grants of long-term incentive compensation awards were made to Mr. Lindquist because he was no longer serving as an executive officer of the Company at the time of the Compensation Committee’s May meeting. In February of 2017, the Compensation Committee decided to eliminate stock options from the Company’s executive compensation program. Beginning in 2017, all of the value of our long-term incentive compensation will therefore be comprised of PSUs and RSUs. Restricted Stock Unit Awards The Companycompany grants RSU awards to align the interests of executive officers with those of our shareholders by creating a strong incentive to create and preserve long-term shareholder value. Through RSUs, executive officers, like our shareholders, share both the risks and rewards of stock ownership. In addition, RSUs reward total shareholder return, whether delivered through share price appreciation or dividends. The Companycompany believes this is appropriate since, as a REIT, our dividend distribution requirements lead to a significant portion of our total shareholder return being delivered through dividends. Through multi-year vesting, the RSU grants also serve as a strong retention vehicle. RSUs vest ratably over 4four years with 25% vesting on each of the first, second, third and fourth anniversaries of the grant date. During the vesting period, unvested awards are credited with dividend equivalents, which are subject to the same vesting and release schedule as the original RSU awards. The value of the RSUs granted in February of 2016 to the NEOs, other than Ms. Slater, was 25% of the value of the long-term incentive grant, with the specific value of the long-term incentive grant based on the factors described above under “Long-Term Incentive Compensation.” In 2016,2017, the following RSU awards were granted to the NEOs:   Named Executive Officer    Restricted Stock Units Doyle R. Simons      75,905 90,661 Russell S. Hagen (1)      —  Patricia M. Bedient 19,521 17,236 Adrian M. Blocker      16,782 19,521 Rhonda D. Hunter      16,782 19,521 James A. Kilberg (1)      —  Thomas M. Lindquist (1) 18,911 —   Catherine I. Slater (2) 38,436 (1) Messrs. Hagen and Kilberg were not granted RSUs because they had been granted long-term incentive awards in February 2016 while employed at Plum Creek, which awards the Company assumed in connection with the Plum Creek merger. No grants of long-term incentive compensation awards were made to Mr. Lindquist because he was no longer serving as an executive officer of the Company at the time of the Compensation Committee’s May 2016 meeting. (2) Ms. Slater received two grants of RSUs in 2016 totaling 38,436 units, both of which were subject to ratable vesting over 4 years, with 25% vesting on each of the first, second, third and fourth anniversaries of the grant date. Of that amount, the grant representing 21,654 units was subject to accelerated vesting upon the completion of the Company’s previously announced strategic review and sale of its Cellulose Fibers business, which occurred on December 1, 2016. The Compensation Committee believes these RSU grants were appropriate and in its best interests because it encouraged Ms. Slater, who was expected to play, and did play, a critical role leading the strategic alternatives review process, to remain employed with the Company through the conclusion of the review and sale process. Other Benefits All U.S. salaried employees, including executive officers, are eligible for:     ●   atax-qualified defined benefit pension plan, if hired before January 1, 2014;   ●   in lieu of participation in atax-qualified defined benefit pension plan, if hired on or after January 1, 2014, anon-elective employer contribution, currently 5% of eligible pay, in atax-qualified defined contribution 401(k) or savings plan;   ●   atax-qualified defined contribution 401(k) or savings plan;plan, currently with an employer matching contribution of fifty percent for the first 6% of eligible pay (as defined by the IRS) contributed by the employee;   ●   health and dental coverage;   ●   disability insurance;   ●   paid time off; and   ●   paid holidays. These rewards are designed to be competitive with overall market practices and are in place to attract and retain high-level talent. In addition, executive officers may be eligible to participate in anon-qualified supplemental retirement plan if hired before January 1, 2014, or a supplemental defined contribution retirement plan ifto: ● participate in anon-qualified supplemental retirement plan (if hired before January 1, 2014) or a supplemental defined contribution retirement plan (if hired on or after January 1, 2014); ● participate in a deferred compensation plan; and ● receive other limited benefits. Additional details on or after January 1, 2014, a deferred compensation plan, and to receive otherthese benefits are described below. Supplemental Retirement Plan and Supplemental DC Plan Executive officers in the U.S. are eligible to participate in the Supplemental Retirement Plan (the “Supplemental Plan”) if hired before January 1, 2014. The Supplemental Retirement Plan provides the benefits that wereare not providedavailable under the qualified defined benefit planWeyerhaeuser Pension Plan due to compensation limits imposed by the Internal Revenue Code Section 401(a)(17) ($265,000 in 2016, subject to adjustment)(IRC). We provided the Supplemental Retirement Plan to our executives because it was a competitive practice within the basic materials industry and the Compensation Committee believed that the Company should provide competitive retirement benefits linked to overall Company performance through theindustry. Supplemental Plan. SupplementalRetirement Plan benefits are paid from the general funds of the Company, not from thetax-qualified Weyerhaeuser Pension Plan (the “Pension Plan”).company. Consistent with general market practices, benefits under the Supplemental Retirement Plan are determined by a formula based on compensation paid in the five consecutive years when the executive officer was paid the highest total compensation (generally base salary plus annual incentive up to one times base salary) during the 10 calendar years before retirement. Total compensation means base salary plus any award under the Company’s eligible annual incentive compensation plans, limited to one times base pay. This amount is multiplied by the formula for determining salaried plan benefits under the Pension Plan. Details of the Supplemental Plan benefits and the amounts accrued to each NEO are found in the Pension Benefits table. Executives and other highly-paid employees hired on or after January 1, 2014 are eligible to participate in the Weyerhaeuser Supplemental Defined Contribution Plan (the “Supplemental(“Supplemental DC Plan”). The Supplemental DC Plan is intended to be a replacement plan for participants who are not eligible to receive a benefit under the Pension Plan or the Supplemental Retirement Plan. The Supplemental DC Plan provides fornon-elective employer contributions equal to 5% of bonus pay plus the amount that would otherwise be provided under thetax-qualified defined contribution 401(k) plan if deferred compensation 2018 ANNUAL MEETING & PROXY STATEMENT 35 EXECUTIVE COMPENSATION were included in the definition of pay and without regard to the compensation limits imposed by Internal Revenue Code Section 401(a)(17) described above.the IRC. Deferred Compensation Executive officers also are eligible to participate in a deferred compensation plan. The deferred compensation plan provides the opportunity to defer up to 50% of base salary and up to 100% of cash bonuses into an interest-bearing account for payment at a future date.date or into a deferred compensation plan account denominated in Weyerhaeuser common stock equivalent units. This plan is provided to be competitive in the market for executive talent, and to provide executives with tax planning flexibility at a nominal cost to the Company. The interest credited to deferred compensation plan accounts is determined each year by the Compensation Committee. The current interest rate formula is 120% of the applicable federal long-term rate (AFR) as published by the IRS in January of the plan year. The 2016 rate of 3.21% is not considered to be a preferential return as it is based on the applicable long-term federal rate. In addition, executive officers can choose to defer all or a portion of cash bonuses into a deferred compensation plan account denominated in Weyerhaeuser common stock equivalent units. The Company applies a 15% premium to the deferred amounts if payment is delayed for at least five years. The value of the deferred account grows or declines based on the performance of Weyerhaeuser common stock (plus dividends). The purpose of this program is to further align executive interests with those of shareholders by providing an incentive linked to the performance of Weyerhaeuser common stock.company. Contributions during 2016 2017 andyear-end account balances can be found in theNon-qualifiedNon-Qualified Deferred Compensation table. Additional Benefits There are no significant additional benefits. Other than limited relocation benefits and limitedtax-gross up payments for severance-related health care replacement costs, we do not provide perquisites, nor do we provide vehicles for personal use, personal travel for executives on Companycompany aircraft or any other kind oftax-gross ups. OTHER FACTORS AFFECTING COMPENSATIONOther Factors Affecting Compensation Limitations on Deductibility of Compensation for AIP Awards Section 162(m) of the Internal Revenue Code limits the tax deductibility of compensation paid by a public company to its CEO and the three other most highly compensated executive officers (other than the company’s chief financial officer) to $1 million per year. There are exceptions to this limit, such as for performance-based compensation that meets certain requirements that have been approved by our shareholders. For 2016, the Compensation Committee conditioned annual bonus payments under the AIP for these covered employees on attainment of certainpre-established objective performance measures. If any one of such performance measures were attained, the Compensation Committee was authorized to award a cash bonus under the AIP up to the maximum amount approved by our shareholders under the Weyerhaeuser Company 2013 Long-Term Incentive Plan (“2013 Plan”). This process is intended to qualify the AIP bonus awards as performance-based compensation under Section 162(m) and thereby permit those awards to be fully deductible. However, the requirements of Section 162(m) are complicated and subject to interpretation and change, so these plans may not qualify from time to time. The performance measures adopted by the Compensation Committee for 2016 were: Cash flow:     net cash from operations meets or exceeds $500 million EPS: diluted net earnings attributable to Weyerhaeuser common shareholders meets or exceeds $0.50 The calculation of performance results takes into account certain adjustments based on adjustment criteria established at the beginning of the performance period. The categories of adjustments that were approved by the Compensation Committee relate to items such as significant acquisitions or divestitures, significant litigation or claim judgments or settlements, the effects of changesChange in tax laws or accounting principles, and extraordinary ornon-recurring charges. Based on this adjustment criteria, the results on which the performance measures were based were adjusted to eliminate the effects of specified items. These adjustments were intended to ensure that performance achievement represented the underlying performance of the core businesses. During the first quarter of 2017, the Compensation Committee certified achievement of each of the performance measures that had been established for 2016. The Compensation Committee has the negative discretion to approve bonuseslower than the maximum permitted awards. This permitted the Company to pay the actual bonuses described in this proxy statement based on the processes and criteria discussed under “Compensation Components—Determination of Compensation” above. In structuring total compensation for our CEO and our other NEOs, the Compensation Committee considers, among other things, whether a form of compensation will be deductible for federal income tax purposes. However, other factors may be of greater importance than preserving the tax deductibility for a particular form of compensation and the Compensation Committee retains the discretion to award compensation that may not be deductible, consistent with our compensation philosophy and principles. Change of Control Agreements The Companycompany has entered into change ofin control agreements with each of its executive officers.officers, and our long-term incentive plan contains change in control provisions. The Compensation Committee believes that change ofin control policies are an important element of the executive compensation program, support shareholder value creation and are necessary to attract and retain senior talent in a competitive market. Because the agreements give the executive officers reasonable assurance of transitional employment support, the Compensation Committee believes executive officers are able to maintain a more balanced, shareholder-focused approach to change of control situations. The Compensation Committee believes it is appropriate to have such agreements provided the agreements are subject to periodic review. The Compensation Committee periodically reviews the benefits provided under the agreementsintended to ensure that they serve the Company’s interestsmanagement can fairly consider potential change in retaining these key executives, are consistent with market practice and are reasonable.control transactions that could result in loss of their jobs. These agreements provide for specifiedChange in control benefits – cash severance payments and other benefits if the officer’s employment was terminated by the Company or its successor during the period beginning on the effective dateaccelerated vesting and payout of a change of control of the Company and ending 24 months after a change of control. Change of control payments are not made if the termination is for cause, retirement, disability or death. Change of control payments also may be required if the officer leaves voluntarily because of significant changes in the officer’s circumstances following the change of control. See the description of the specific factors that would result in a change of control payment and the amounts that can be received in connection with a change of control in “Potential Payments Upon Termination or Change of Control” below. The changes triggering a change of control payment and the amounts paidequity grants – are intended to enable executive officers to have a balanced perspective in making overall business decisions and to be competitive within overall market practices. In addition, the Company’s long-term incentive plans provide that in the event the officer is terminated, other than for cause, during the period beginning on the effective date of a change of control and ending 24 months after a change of control of the Company, all outstanding options held by the officer become exercisable, RSUs become vested and PSUs will vest and pay out at target. The accelerated vesting and payout of equity grants in the event of a change of control are intended to allow the executives to recognize the value of their contributions to the Company and encourage executive officers to take a balanced perspective in making overall business decisions in the context of a change of control scenario. The agreements do not provide for payment of any “golden parachute” excise taxes.taxes, and all benefits are subject to a “double-trigger” (i.e., a change in control plus qualifying termination, or in the case of equity awards, a change in control and decision by the successor entity not to continue the outstanding awards). The Compensation Mr. LindquistCommittee believes it is appropriate to have such agreements provided that they are subject to periodic review to insure the benefits are consistent with market practice and are reasonable. See the description of the specific factors that would result in change in control benefits and the amounts that can be received certainchange-of-control payments and benefits during 2016. These payments and benefits, which are disclosed in the Summary Compensation Table on page 42, were payable under the terms and conditions of achange-of-control agreement between Mr. Lindquist and Plum Creek, the obligations of which the Company assumed in connection with the Plum Creek merger.a change in control in “Potential Termination Payments—Change in Control” below. Severance Agreements The Companycompany has severance agreements with each of its executive officers. Under these agreements, the executive receives severance benefits upon termination unless the termination is for cause, is a result of the Company’scompany’s mandatory retirement policy, is because of the death or disability of the executive or is because the executive leaves or retires voluntarily. The specific amounts that executive officers would receive as severance payments are described in “Potential Payments Upon Termination or Change of Control” below. The Compensation Committee believes that severance policies are an essential component of the executive compensation program and are necessary to attract and retain senior talent in a competitive market. The Compensation Committee believes it is appropriate to have such agreements provided the agreements are subject to periodic review. The Compensation Committee periodically reviews the benefits provided under the agreements to ensurespecific amounts that they serve the Company’s interestsexecutive officers would receive as severance payments are described in retaining these key executives, are consistent with market practice and are reasonable.“Potential Termination Payments—Severance” below. CEO Employment Agreement In recognition of Mr. Simons’ transformational leadership of Weyerhaeuser since 2013, on February 17, 2016addition to the Companyforegoing arrangements, the company entered into an executive employment agreement (the “Employment Agreement”) with Doyle R. Simons, the Company’s president and chief executive officer. The Company’s board of directors believes that Mr. Simons has played,in February 2016 to ensure he is retained and will continuecontinues to play a vitalkey role in maximizing shareholder value and positioning Weyerhaeuser for long-term success. As the Company moved forwardThe agreement, which expires in February 2021, provides Mr. Simons with integrating the mergercertain baseline assurances relating to his compensation and benefits (e.g., established minimum base salary, assured participation in long-term incentive, pension, severance, and health & welfare plans on terms at least equal to that provided other executives). The agreement also provides that if Mr. Simons retires at his eligible retirement age (as defined in his employment agreement), apro-rata portion of any unvested equity awards granted withinone-year of his retirement date are forfeited, and all other unvested equity awards outstanding on his retirement date will remain outstanding and vest in accordance with Plum Creek and completing the strategic alternatives review of the Cellulose Fibers business, in addition to its continued drive for operational excellence within the businesses, the board of directors determined that it was in the best interests of the Company and shareholders to enter into thetheir terms.   Employment Agreement to ensure Mr. Simons’ continued leadership of the organization. A summary of the material terms of the Employment Agreement is set forth below:   ●36   The term of the Employment Agreement is five years.WEYERHAEUSER COMPANY ●   Mr. Simons’ annual base salary will be $1,000,000 per year, subject to increase (but not decrease) by the board at its discretion. ● Mr. Simons will be eligible to participate in the Company’s annual cash incentive bonus plan (a performance-based incentive plan) with a target value of not less than 150% of his base salary, although in any year the board may pay a greater or lesser amount in its discretion based on its assessment of his performance. ● Mr. Simons will be eligible to receive annual grants under the Company’s long-term incentive compensation plans on terms and conditions no less favorable than the awards made generally to other senior executives. The target value for such long-term incentive grants will be no less than the target value of the long-term incentive grants made to Mr. Simons in 2016. However, the actual payout under any particular long-term incentive award may be greater or lesser than the target value in any year based on actual achievement against performance goals or targets as the board may determine is appropriate. ● Mr. Simons will be eligible to participate in the Company’s other benefit plans (such as pension, health insurance and life insurance) on the same basis as other senior executives. ● Mr. Simons will continue to be covered by the Company’s existing change of control and severance agreements (collectively the “Severance Agreements”) (see “Change of Control Agreements” and “Severance Agreements” above for more information). ● If Mr. Simons terminates the Employment Agreement due to Retirement (as defined in the Employment Agreement), all equity awards will remain outstanding through their remaining term and vest on their regularly scheduled vesting date (or earlier as provided in the Severance Agreements, if applicable), except that apro-rata portion of any equity awards granted within the one year prior to Retirement will be forfeited. ● Mr. Simons’ employment will remain “at will” and the Employment Agreement and his employment may be terminated by the Company or Mr. Simons at any time for any reason or no reason. Retention AgreementEXECUTIVE COMPENSATION In connection with the Company’s strategic alternatives review of its Cellulose Fibers business, the Compensation Committee authorized the Company to enter into a retention award agreement with Ms. Slater, which was executed on November 4, 2015. The Company believes the retention agreement was appropriate and in its best interests because Ms. Slater was expected to, and did, play a critical role leading the Company’s strategic alternatives review process for its Cellulose Fibers business. In accordance with the terms of the agreement, Ms. Slater was paid $1.5 million in cash for her support of the strategic alternatives review process and for remaining employed with the Company through the closing of the several sale transactions involving the Cellulose Fibers business. MANAGEMENT’S ROLE IN THE EXECUTIVE COMPENSATION PROCESSManagement’s Role in the Executive Compensation Process The Company’scompany’s CEO and chief human resources officer each playedplay an important role in the Compensation Committee’s process for determining executive compensation process for 2016 and regularly attended committee meetings. The CEO provided his opinions to the committee regarding executive compensation matters generally and the performance of the executives reporting to him. The chief human resources officer presented recommendations to the committee on the full range of annual executive compensation decisions. At the committee’s February 2016 meeting,opportunities. For 2017, human resources executives presented to the committee with specific compensation recommendations for all executivesexecutive officers other than the CEO. These recommendations were developed in consultation with the chief human resources officer and the CEO and were accompanied by supporting market data providedgenerated by FW Cook, the Compensation Committee’scommittee’s independent compensation consultant. The CEO also provided the committee exercisedwith his views on compensation matters, generally, and on the performance of the executive officers who report to him. Exercising its independent discretion whether to accept management’s recommendations andjudgment, the committee made final decisions about eachfor 2017 executive officer’s compensation.compensation opportunities. Decisions related to the CEO’s 2017 compensation opportunities were made independently by the committee in direct consultation with its consultant,FW Cook, and then were recommended to the full board of directors. Charles Williamson,directors for its approval. The CEO, who is also a director, does not participate in the board’s decision to approve the committee’s chair in 2016, also met periodically with human resources executives to confer on current and upcoming topics likely to be brought before the committee. STOCK OWNERSHIP REQUIREMENTS Stock ownership requirements for executive officers have been in place since 1996, and were most recently amended in 2015. Under the current requirements, each executive officer must acquire and hold a multiple ofrecommendation regarding his or her base salary in shares of Weyerhaeuser stock. Minimum ownership levels are based on the executive’s salary grade and range from two to six times base salary as follows: Position Holding Requirement CEO 6X base salary value SVPs 2X base salary value Ownership Sources Included ● direct ownership of common shares ● the value of amounts deferred into a stock equivalent account (through the voluntary deferral program described above) ● shares of Company stock held in the Company’s 401(k) plan Until the required ownership levels are achieved, executives must retain 75% of the net profit shares acquired when RSUs and PSUs vest. Net profit shares are shares remaining after payment of taxes upon vesting. compensation. ANTI-HEDGING POLICY AND TRADING RESTRICTIONSIndependent Compensation Consultant The Company has a policy that prohibits our directors and executive officers from hedging their ownership of the Company’s stock, including trading in options, puts, calls, or other derivative instruments related to Company stock or debt. The policy also prohibits directors and executive officers from pledging Company stock and trading Company stock on margin. A copy of the Company’s policy is available on the Company’s website atwww.weyerhaeuser.com under “Investors” at the top of the page, then “Corporate Governance” and then under “Policies & Documents”. Paper copies may be obtained by written request to Weyerhaeuser Company, Attention: Corporate Secretary, 220 Occidental Avenue South, Seattle, WA 98104 or by email toCorporateSecretary@Weyerhaeuser.com. CLAW BACK POLICY The Company has an incentive compensation claw back policy to ensure that incentive compensation is paid based on accurate financial and operating data, and the correct calculation of performance against incentive targets. It provides that in the event of a restatement of the financial or operating results of the Company or one of its business segments, the Company may seek recovery of incentive compensation that would not otherwise have been paid if the correct performance data had been used to determine the amount payable. A copy of the Company’s claw back policy is available on the Company’s website atwww.weyerhaeuser.com under “Investors” at the top of the page, then “Corporate Governance” and then under “Policies & Documents” Paper copies may be obtained by written request to Weyerhaeuser Company, Attention: Corporate Secretary, 220 Occidental Avenue South, Seattle, WA 98104 or by email toCorporateSecretary@Weyerhaeuser.com. SHAREHOLDER ADVISORY VOTE ON NEO COMPENSATION The Company annually seeks a shareholder vote on a proposal to approve on an advisory basis the compensation of our NEOs. This proposal, commonly known as a“say-on-pay” proposal, was supported by more than 95% of the votes cast at last year’s annual meeting. Our board of directors and our Compensation Committee value the opinions of our shareholders and consider the results of thesay-on-pay vote. To the extent there are significant votes against our NEO compensation as disclosed in this proxy statement we will consider our shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns in making future compensation decisions. RELATIONSHIP WITH COMPENSATION COMMITTEE CONSULTANT FW Cook & Co. has been engaged by the Compensation Committee to act as its compensation consultant and to assist the committee with its responsibilities related to the Company’scompany’s executive and board of directors compensation programs. A representative of FW Cook & Co. attends Compensation Committee meetings, as requested, and communicates with the Chair of the Compensation Committee between meetings. The Compensation Committee has the sole authority from the board of directors for the appointment, compensation and oversight of the Company’scompany’s independent compensation consultant. FW Cook & Co. reports directly to the Compensation Committee and all work conducted by FW Cook & Co. for Weyerhaeuser is on behalf of the committee. FW Cook & Co. provides no services to the Companycompany other than these executive and board of director compensation consulting services, and has no other direct or indirect business relationships with the Companycompany or any of its affiliates. All executive compensation services provided by FW Cook & Co. are conducted under the direction and authority of the Compensation Committee. In addition, in its engagement agreement with the committee, Cook & Co. agrees to advise the Chair of the Compensation Committee if any potential conflicts of interest arise that could cause Cook & Co.’s independence to be questioned, and to undertake no projects for Weyerhaeuser management except at the request of the Compensation Committee Chair and as agent for the Compensation Committee. The Compensation Committee has reviewed the independence of FW Cook & Co. and has concluded that Cook & Co.’sFW Cook’s work has not raised any conflict of interest. COMPENSATION COMMITTEE REPORTLimitation on Deductibility of Executive Compensation The Compensation Committee acts on behalfIRC Section 162(m) limits the deductibility of compensation in excess of $1 million paid to any one NEO in any calendar year. Under the board of directorstax rules in effect before 2018, compensation paid to establish and oversee the Company’s executive compensation program in a mannercertain NEOs that serves the interests of Weyerhaeuser and its shareholders. For a discussion of the Compensation Committee’s policies and procedures, see “Committees of the Board— Compensation Committee” above. The Company’s management has prepared the CD&A for the NEOs listed in the Summary Compensation Table.qualified as “performance-based” under Section 162(m) was deductible without regard to this $1 million limit. The Compensation Committee has reviewedhistorically designed awards under the AIP to qualify for this performance-based compensation exception. However, the Tax Cuts and discussed with management the CD&A includedJobs Act, which was signed into law December 22, 2017, eliminated this performance-based compensation exception effective January 1, 2018, subject to a special rule that “grandfathers” certain awards and arrangements that were in this proxy statement. Basedeffect on this review and discussions, the committee recommended to the board of directorsor before November 2, 2017. As a result, AIP bonus compensation that the CD&A be included in the proxy statement for the Company’s 2017 annual meeting of shareholders. The current members of the Compensation Committee structured in 2017 with the intent of qualifying as performance-based compensation under Section 162(m) that was paid after January 1, 2018 may not be fully deductible, depending on the application of this special rule. From and after January 1, 2018, compensation awarded in excess of $1 million to our NEOs generally will not be deductible. However, the committee will—consistent with its past practice—continue to retain flexibility to design compensation programs that are set forth below. All membersin the best long-term interests of the Compensation Committee participated in the review, discussioncompany and approvalour shareholders, with deductibility of the Compensation Discussion and Analysis included in this proxy statement and remain as memberscompensation being one of the boarda variety of directors.considerations taken into account.   ●Charles R. Williamson, Chairman2018 ANNUAL MEETING & PROXY STATEMENT   ●Mark A. Emmert ●John I. Kieckhefer   ●Nicole W. Piasecki37   ●Lawrence A. Selzer EXECUTIVE COMPENSATION     COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONTABLES On February 19, 2016, Messrs. Williamson, Emmert and Selzer and Ms. Piasecki were appointed to the Compensation Committee, with Mr. Williamson serving as chairman. Mr. Kieckhefer also served as a member of the Compensation Committee during 2016. No person who served on the Compensation Committee during 2016 was an officer of the Company or any of its subsidiaries during 2016 or any prior period. No executive officer of the Company served as either (1) a member of the Compensation Committee, or (2) as a director of any company with an executive officer of such company serving as a member of the Compensation Committee or as a director of the Company. CODE OF ETHICS The Company’s Code of Ethics was first adopted in 1976. The Code of Ethics currently is in its ninth edition and is issued to all directors and employees. It also is available to customers, contractors, suppliers and the public. The current edition of the Code of Ethics is available on the Company’s web site atwww.weyerhaeuser.com under “Sustainability” at the top of the page, then “Governance,” then “Operating Ethically,” and then by clicking the “Code of Ethics” icon. Paper copies may be obtained by written request to Weyerhaeuser Company, Attention: Corporate Secretary, 220 Occidental Avenue South, Seattle, WA 98104 or by email toCorporateSecretary@Weyerhaeuser.com. If a listed company’s board of directors or a board committee grants a waiver under the Code of Ethics for an executive officer or director, NYSE rules require that the waiver be disclosed to shareholders. If we grant such a waiver, we will provide notice of the waiver on the Company’s website atwww.weyerhaeuser.com. We did not grant any such waivers for executive officers or directors in 2016. RISK ANALYSIS OF OUR COMPENSATION PROGRAMS The Compensation Committee reviews our compensation plans and policies to ensure that they do not encourage unnecessary risk taking and instead encourage behaviors that support sustainable value creation. In 2016, the committee, with the assistance of Cook & Co., reviewed the Company’s compensation policies and practices for employees, including NEOs, and believes that our compensation programs are not reasonably likely to have a material adverse effect on the Company. We believe the following factors reduce the likelihood of excessive risk-taking: ● the program design provides a balanced mix of cash and equity, short-term and long-term incentives, fixed and performance-based pay, and performance metrics; ● maximum payout levels for incentive awards are capped; ● the Compensation Committee has downward discretion over incentive program payouts; ● executive officers are subject to share ownership guidelines; ● compliance and ethical behaviors are integral factors considered in all performance assessments; ● the Company has adopted policies prohibiting hedging and pledging by executives and directors; and ● the Company has adopted a “clawback” policy. SUMMARY COMPENSATION TABLE The following table setstables set forth information regarding 20162017 compensation for each of our 2017 NEOs. Compensation for 2016 NEOs.and 2015 and 2014 compensation is presented for the executive officers who were also NEOs in 20152016 and 2014.2015. The Summary Compensation Table and the Grants of Plan-Based Awards for 20162017 table should be reviewed together for a more complete representationpresentation of both the annual and long-term incentive compensation elements of our compensation program. Summary Compensation Table Name and Principal Position   Year     Salary (1)($)     Bonus (2)($)     Stock Awards (3)($)     Option Awards (4)($)     Non-Equity Incentive Plan Compensation (5)($)     Change in Pension Value and Nonqualified Deferred Compensation Earnings (6)($)     All Other Compensation (7)($)     Total ($)   Doyle R. Simons President and Chief Executive Officer     2016 2015 2014           1,000,000 987,500 950,000           —   —   —             5,120,233 4,265,369 3,957,023           1,581,847 1,420,491 1,321,206           2,400,000 1,950,000 1,712,000           228,934 150,153 149,103           7,950 7,950 55,102           10,338,963 8,781,463 8,144,434       Russell S. Hagen Senior Vice President and Chief Financial Officer     2016       434,201       25,547       1,004,056       —         723,000       207,631       80,649       2,475,084   Patricia M. Bedient Former Executive Vice President and Chief Financial Officer     2016 2015 2014           344,615 632,500 610,000           —   —   —             1,162,690 1,161,578 1,188,231           359,186 386,820 397,114           399,840 925,000 811,000           203,420 478,511 600,971           1,826,169 7,950 8,808           4,295,920 3,592,359 3,616,124       Adrian M. Blocker Senior Vice President, Wood Products     2016 2015 2014           560,000 520,962 437,500           —   —   —             1,132,023 1,021,460 564,261           349,710 340,172 188,577           891,000 779,000 609,000           167,579 113,261 96,563           7,950 25,450 37,986           3,108,262 2,800,305 1,933,887       Rhonda D. Hunter Senior Vice President, Timberlands     2016 2015 2014           560,000 522,500 477,308           —   —   —             1,132,023 1,021,460 616,507           349,710 340,172 206,041           758,000 682,000 578,000           988,172 613,801 664,435           59,100 7,950 48,671           3,847,005 3,187,883 2,590,962       James Kilberg Senior Vice President, Real Estate, Energy & Natural Resources     2016       428,778       27,382       974,810       —         627,000       43,748       634,499       2,736,217   Thomas M. Lindquist Former Executive Vice President, Real Estate, Energy & Natural Resources     2016       231,133       —         —         —         —         2,812,960       6,195,854       9,239,947   Catherine I. Slater Former Senior Vice President, Cellulose Fibers     2016 2015         533,692 520,962         —   —           1,257,009 1,021,460         349,710 340,172         1,500,000 689,000         846,599 290,916         554,763 7,950         5,041,774 2,870,460       Name and Principal Position Year Salary (1)($) Bonus ($) Stock Awards (2)($) Option Awards (3)($) Non-Equity Incentive Plan Compensation (4)($) Change in Pension Value and Nonqualified Deferred Compensation Earnings (5)($) All Other Compensation (6)($) Total ($) Doyle R. Simons President and Chief Executive Officer 2017 2016 2015 1,000,000 1,000,000 987,500 —   —   —   7,561,434 5,120,233 4,265,369 —   1,581,847 1,420,491 2,600,000 2,400,000 1,950,000 278,173 228,934 150,153 8,100 7,950 7,950 11,447,707 10,338,963 8,781,463 Russell S. Hagen Senior Vice President and Chief Financial Officer 2017 2016 564,615 434,201 —   25,547 1,628,110 1,004,056 —   —   825,000 723,000 247,722 207,631 103,508 80,649 3,368,955 2,475,084 Adrian M. Blocker Senior Vice President, Wood Products Ms. Bedient’s last day with the Company was July 1, 2017 2016 Mr. Lindquist’s last day with the Company was June 30, 2015 570,000 560,000 520,962 —   —   —   1,628,110 1,132,023 1,021,460 —   349,710 340,172 679,000 891,000 779,000 186,590 167,579 113,261 8,100 7,950 25,450 3,071,800 3,108,262 2,800,305 Rhonda D. Hunter Senior Vice President, Timberlands 2017 2016 and Ms. Slater’s last day with the Company was November 30, 2016. 2015 570,000 560,000 522,500 —   —   —   1,628,110 1,132,023 1,021,460 —   349,710 340,172 825,000 758,000 682,000 1,183,770 988,172 613,801 8,100 59,100 7,950 4,214,980 3,847,005 3,187,883 James Kilberg Senior Vice President, Real Estate, Energy & Natural Resources 2017 2016 542,000 428,778 —   27,382 1,577,236 974,810 —   —   641,000 627,000 53,358 43,748 97,169 634,499 2,910,763 2,736,217   (1) The amount reported in this column for each executive officer reflectsAmounts reflect the dollar amount of base salary paid in cash in the fiscal year.   (2) In accordance with the terms of the Plum Creek merger, Messrs. Hagen and Kilberg received $25,547 and $27,382, respectively, reflectingone-twelfth of the annual bonus under the former Plum Creek Annual Incentive Plan, calculated at target level performance.(2) (3) Amounts in this column reflect grants of RSUs and PSUs to the executive officers, except that Messrs. Hagen and Kilberg were granted only PSUs in 2016, and for all periods reported reflect the grant date fair value of RSU and PSU awards granted under the Company’scompany’s long-term incentive plans computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Details regarding 20162017 stock awards can be found in the table “Grants of Plan-Based Awards for 2016.2017.” Details regarding outstanding stock awards can be found in the table “Outstanding Equity Awards At 20162017 Fiscal Year End.” The calculation of the grant date fair value for the 2016 PSUs, is reportedwhich included a company performance condition, was based in part upon the probable outcome of the performance conditions on the grant date. The value of the 2016 and 2015 PSU grants,grant, assuming achievement of the maximum performance levels, would be as follows: Mr. Simons—$5,051,379 (2016) and $4,205,882 (2015);5,051,379; Mr. Hagen—$1,506,083 (2016); Ms. Bedient—$1,147,066 (2016) and $1,145,369 (2015));1,506,083; Mr. Blocker—$1,116,790 (2016) and $1,007,223 (2015);1,116,790; Ms. Hunter—$1,116,790 (2016)1,116,790); and $1,007,223 (2015); Mr. Kilberg—$1,462,215 (2016);1,462,215. For more information regarding these awards and Ms. Slater—$1,116,790 (2016) and $1,007,223 (2015). Thethe calculation of their fair value, ofrefer to company’s disclosure in its Annual Report for the 2014 PSU grants, based on actual performance levels, were as follows: Mr. Simons—$3,942,493 (2014); Ms. Bedient—$1,185,270 (2014); Mr. Blocker—$562,857 (2014); and Ms. Hunter—$614,941 (2014).year ended December 31, 2017, Part II, Item 8, Notes to Consolidated Financial Statements—Note 16 Share-Based Compensation. (4)(3) Amounts in this column for all grants of stock options to Mr. Simons, Ms. Bedient, Mr. Blocker, Ms. Hunter and Ms. Slater for all periods reflect the grant date fair value of stock option awards granted under the Company’scompany’s long-term incentive plans computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Assumptions used inFor more information regarding these stock option awards and the calculation of these values are includedtheir fair value, refer to company’s disclosure in Note 16 of “Notesits Annual Report for the year ended December 31, 2017, Part II, Item 8, Notes to Consolidated Financial Statements”Statements—Note 16 Share-Based Compensation. The company discontinued granting stock options beginning in the Company’s Annual Report on Form10-K.2017. Details regarding outstanding stock option awards can be found in the table “Outstanding Equity Awards At 20162017 Fiscal Year End.”   (5)(4) Amounts for Mr. Simons, Mr. Hagen, Ms. Bedient, Mr. Blocker, Ms. Hunter, and Mr. Kilberg represent the value of the annual cash incentive awards earned in fiscal year 2016under the company’s annual incentive plan based on the Company’scompany’s performance and the performance of the Company’scompany’s businesses and individual NEOs against performance levelsgoals set by the Compensation Committee of the board of directors. The measuresThese performance goals are described in “Compensation Discussion and Analysis—Compensation Components—Determination of Compensation—Short-Term Incentive Plan—AIP Performance Measures and Plan Mechanics” above. The amount for Ms. Bedient represents a prorated bonus paid at target performance level in the amount of $399,840. The amount for Ms. Slater represents payment of a previously disclosed $1,500,000 retention payment.   (6)(5) Amounts represent annual changes in the actuarial present value of accumulated pension benefits.   (7)(6) Amounts under All Other Compensation for each of the NEOs are described in the following table:   38 WEYERHAEUSER COMPANY EXECUTIVE COMPENSATION   ALL OTHER COMPENSATIONSummary Compensation Table – “All Other” Compensation   Name     Year       Company Contribution to Defined Contribution Plan ($)     Executive Term Life Insurance Premium ($) (1)   Premium Contribution to Deferred Compensation ($)     Other ($)     Total ($)      Year          Company Contribution to Defined Contribution Plan ($)     Premium Contribution to Deferred Compensation ($)        Other ($)            Total     ($)     Doyle R. Simons     2016   2015   2014             7.950      7,950      7,800                —        —        1,008                —        —        —                  —   —   46,294           7,950      7,950      55,102                           2017   2016   2015                            8,100   7,950   7,950                         —     —     —                            —     —     —                            8,100   7,950   7,950               Russell S. Hagen     2016         35,513(2 )           —              —              45,136(3 )      80,649                     2017   2016                      73,758   35,513   (1)                —     —                      29,750   45,136   (2)                 103,508   80,649           Patricia M. Bedient     2016   2015   2014             7,385      7,950      7,800                —        —        1,008                —        —        —                  1,793,227(4 —   —   )          1,800,612      7,950      8,808            Adrian M. Blocker     2016   2015   2014             7,950      7,950      7,800                —        —        1,008                —        —        —                  —   17,500 29,178           7,950      25,450      37,986                           2017   2016   2015                            8,100   7,950   7,950                         —     —     —                            —     —     17,500                          8,100   7,950   25,450               Rhonda D. Hunter     2016   2015   2014             7,950      7,950      7,800                —        —        1,008                51,150      —        —                  —   —   39,863           59,100      7,950      48,671                           2017   2016   2015                            8,100   7,950   7,950                         —     51,150   —                            —     —     —                            8,100   59,100   7,950               James A. Kilberg     2016         34,953(2 )           —              —              599,546(5 )      634,499                     2017   2016                      67,919   34,953   (1)                —     —                      29,250   599,546   (2)                 97,169   634,499           Thomas M. Lindquist     2016         26,650(2 )           —              —              6,169,204(6 )      6,195,854        Catherine I. Slater     2016   2015           7,950      7,950              —        —                103,350      —                443,463(7 —   )        554,763      7,950            (1) As of 2015, the executive term life insurance benefit is no longer provided. (2) AmountFor Mr. Hagen, amount includes anon-elective Company company contribution of $21,240, $20,935,$13,500 and $10,750 for Messrs. Hagen, Kilberg and Lindquist, respectively. Amount also includes a matching contribution of $14,273, $14,018,$8,100 to the 401(k) Plan and $15,900 for Messrs. Hagen,anon-elective company contribution of $52,158 to the Supplemental DC Plan. For Mr. Kilberg, amount includes anon-elective contribution of $13,500 and Lindquist, respectively.matching contribution of $8,100 to the 401(k) Plan and anon-elective contribution of $46,319 to the Supplemental DC Plan. See discussion under “Pension Benefits”“Compensation Discussion and Analysis—Other Benefits—Supplemental Retirement Plan and Supplemental DC Plan” for more information.   (3)(2) Amount represents cash dividends paid on unvested RSU awards previously granted to Mr.Messrs. Hagen and Kilberg while employed by Plum Creek and assumed by the Companycompany in connection with the Plum Creek merger.   (4) 2018 ANNUAL MEETING & PROXY STATEMENT Amount relates to Ms. Bedient’s separation from service and includes $1,776,000 in severance, $10,000 to assist with health care expenses and a $7,277 taxgross-up39 payment related to the health care expense payment. EXECUTIVE COMPENSATION   (5) Amount includes: (i) temporary living expenses in the amount of $90,796, which were paid by the Company in connection with Mr. Kilberg’s relocation from Georgia to Washington and were treated as compensation; (ii) $463,465 paid by the Company in connection with the sale of Mr. Kilberg’s former home and the purchase of a new home; and (iii) cash dividends in the amount of $45,285 paid on unvested RSU awards previously granted to Mr. Kilberg while employed by Plum Creek and assumed by the Company in connection with the Plum Creek merger. (6) Amount reflects payments to Mr. Lindquist under the terms of his change of control agreement with Plum Creek that was assumed by the Company in the Plum Creek merger, and includes $3,676,500 in severance, $1,950,000 for the settlement of a Plum Creek long-term incentive award assumed by the Company in the Plum Creek merger, a prorated bonus of $289,455 calculated in accordance with the terms of his Plum Creek change of control agreement, $75,000 to assist with health care expenses and a $54,199 taxgross-up payment related to the health care expense payment. Amount also includes $124,050 in cash dividends paid on unvested RSU awards previously granted to Mr. Lindquist while employed by Plum Creek and assumed by the Company in connection with the Plum Creek merger. (7) Amount for Ms. Slater represents a prorated bonus paid at target performance level in the amount $443,463.   GRANTS OF PLAN-BASED AWARDS FOR 2016Grants of Plan-Based Awards for 2017 The following table provides information for each of our NEOs regarding 20162017 annual and long-term incentive award opportunities, including the range of potential payouts undernon-equity and equity incentive plans. Specifically, the table presents the 20162017 grants of annual incentive, awards, PSU awards, stock options, and RSU awards.         Estimated Future Payout Under Non-Equity Plan Awards   Estimated Future Payouts Under Equity Plan Awards                                       Estimated Future Payout UnderNon-Equity Plan Awards (2)       Estimated Future Payouts Under Equity Plan Awards (3)     Stock Awards Number of Shares or Stock Units (#)     Option Awards: No. of Securities Under- lying Options (#)     Exercise or Base Price of Option Awards ($/Sh) (4)     Grant Date Closing Price ($/Sh)     Grant Date Fair Value of Stock and Option Awards ($)                                                                 Name   Type of Award   Grant Date (1)     Thres-hold ($)     Target ($)     Maximum ($)     Thres- hold (#)     Target (#)     Maximum (#)       Type of Award     Grant Date (1)     Thres- hold ($)     Target ($)     Maximum ($)     Thres- hold (#)     Target (#)     Maximum (#)     Stock Awards Number of Shares or Stock Units (#)       Option Awards: No. of Securities Under- lying Options (#)     Exercise or Base Price of Option Awards ($/Sh)     Grant Date Closing Price ($/Sh)       Grant Date Fair Value of Stock and Option Awards ($)     Doyle R. Simons   AIP     2/10/2016       300,000       1,500,000       4,500,000                         AIP             2/10/2017                   300,000                   1,500,000                   4,500,000                           PSU     2/10/2016             40,417       161,670       242,505               3,367,586     RSU     2/10/2016                   75,905             1,752,646     Option     2/10/2016                                   579,431       23.055       22.68       1,581,847   Doyle R. Simons PSU         2/10/2017                   30,247             120,989             181,484                     4,589,113       RSU         2/10/2017                         90,661                   2,972,321         AIP     2/19/2016       93,500       467,500       1,402,500                         AIP             2/09/2017                   96,900               484,500             1,453,500                         PSU     5/19/2016             7,424       29,697       44,545               1,004,056     RSU                             Option                                                   Patricia M. Bedient   AIP     2/9/2016       108,000       544,000       1,632,000                       PSU     2/9/2016             9,178       36,712       55,068               764,711     RSU     2/9/2016                   17,236             397,979     Option     2/9/2016                                   131,570       23.090       23.08       359,186   Russell S. Hagen PSU         2/09/2017                   6,513             26,051             39,077                     988,114       RSU                       19,521                   639,996         AIP     2/9/2016       96,900       484,500       1,453,500                         AIP             2/09/2017               96,900             484,500             1,453,500                         PSU     2/9/2016             8,936       35,743       53,614               744,527     RSU     2/9/2016                   16,782             387,496     Option     2/9/2016                                   128,099       23.090       23.08       349,710   Adrian M. Blocker PSU         2/09/2017                   6,513             26,051             39,077                     988,114       RSU         2/09/2017                         19,521                   639,996         AIP     2/9/2016       96,900       484,500       1,453,500                         AIP             2/09/2017               96,900             484,500             1,453,500                         PSU     2/9/2016             8,936       35,743       53,614               744,527     RSU     2/9/2016                   16,782             387,496     Option     2/9/2016                                   128,099       23.090       23.08       349,710   Rhonda D. Hunter PSU         2/09/2017                   6,513             26,051             39,077                     988,114       RSU         2/09/2017                         19,521                   639,996         AIP     2/19/2016       92,140       460,700       1,382,100                         AIP             2/09/2017               92,140             460,700             1,382,100                         PSU     5/19/2016             7,208       28,832       43,248               974,810     RSU                             Option                                                   Thomas M. Lindquist   AIP     2/19/2016       116,100       580,500       1,741,500                       PSU                             RSU                             Option                                                   Cathy I. Slater   AIP     2/9/2016       96,900       484,500       1,453,500                       PSU     2/9/2016             8,936       35,743       53,614               744,527     RSU     2/9/2016                   38,436             512,483     Option     2/9/2016                                   128,099       23.090       23.08       349,710   James A. Kilberg PSU         2/09/2017                   6,309             25,237             37,856                     957,239       RSU                                     18,911                         619,997         (1) The date of the Compensation Committee approvesmeeting at which long-term incentive grants and annual incentive plan grants to executive officers at its regular meetings. The Compensation Committee meeting dateare approved is the effective grant date for equity grants and grants under the annual incentive plan to the NEOs other than the CEO. Compensation for the CEO, iswhose equity grants and other compensation decisions are approved by the board of directors based on recommendationupon recommendations by the Compensation Committee. The date of approval by the board of directors is the effective grant date for equity grants to the CEO.   (2) Mr. Hagen’s Threshold, Target and Maximum values for the Annual Incentive Plan are $85,581, $427,903 and $1,283,709, respectively, when prorated to his February 1, 2016 participation date. Ms. Bedient’s Threshold, Target and Maximum values for the Annual Incentive Plan are $54,400, $272,000 and $816,000, respectively, when prorated to her July 1, 2016 separation date. Mr. Kilberg’s Threshold, Target and Maximum values for the Annual Incentive Plan are $84,336, $421,679 and $1,265,037, respectively, when prorated to his February 1, 2016 participation date. Mr. Lindquist’s Threshold, Target and Maximum values for the Annual Incentive Plan are $57,891, $289,455 and $868,365, respectively, when prorated to his February 1, 2016 participation date and June 30, 2016 separation date. Ms. Slater’s Threshold, Target and Maximum values for the Annual Incentive Plan are $88,693, $443,463 and $1,330,389, respectively, when prorated to her November 30, 2016 separation date. (3) Ms. Bedient’s Threshold, Target and Maximum values for PSUs are 3,671, 18,356, and 27,534, respectively, when prorated to her July 1, 2016 separation date.40 (4) The exercise price for stock options is the average of the high and low stock price on the date of grant. NON-EQUITY INCENTIVE PLAN COMPENSATION Amounts fornon-equity incentive plan compensation set out in the Summary Compensation Table and Grants of Plan-Based Awards table are annual cash incentives under the Company’s AIP. In 2016, the AIP was funded (i) 70% based on FFO performance (for our Timberlands and Real Estate, Energy & Natural Resources business) and RONA performance (for our Wood Products business)) and (ii) 30% based on the performance of each business segment against its business scorecard metrics approved in advance by the Compensation Committee, such as competitive performance, financial measures, operational excellence, people development and performance against strategic goals. FFO and RONA are defined in “Compensation Discussion and Analysis—Compensation Components—Determination of Compensation—Short-Term Incentive Plan—AIP Performance Measures and Plan Mechanics” above. For the CEO and corporate staff functions, including the chief financial officer, AIP is funded based on a weighting of actual funding of the three businesses—40% for Timberlands, 20% for Real Estate, Energy & Natural Resources and 40% for Wood Products. For each year a threshold, target and maximum goal is established by the Compensation Committee that represents 20%, 100% and 200% target funding levels for that portion of the funding. For 2016, the Compensation Committee set the threshold, target and maximum goals as follows:   ●   for the Timberlands and Real Estate, Energy & Natural Resources businesses, the FFO threshold for funding was set at $811 million, target funding was set at $1.014 billion and maximum was set at $1.268 billion; andWEYERHAEUSER COMPANY ●   for the Wood Products businesses, the RONA threshold for funding was set at 6%, target funding was set at 12% and maximum was set at 22%. At the end of 2016, the Compensation Committee approved funding for the incentive pool based on performance against thepre-determined FFO and RONA targets and business scorecard metrics. EQUITY AWARDS Equity awards in the in the Summary Compensation Table and Grants of Plan-Based Awards table relate to PSUs, RSUs and stock options granted to the NEOs under the Company’s 2004 Long-Term Incentive Plan (the “2004 Plan”) and the 2013 Plan. Each of the 2004 Plan and 2013 Plan provide for the award of stock options, stock appreciation rights, restricted stock and RSUs, and performance shares and PSUs. The 2004 Plan and 2013 Plan provide that stock options must be granted at fair market value and prohibit there-pricingEXECUTIVE COMPENSATION of outstanding options without shareholder approval. Each of the 2004 Plan and 2013 Plan is administered by the Compensation Committee, which has retained the exclusive authority to make awards under the plans. After adoption of the 2013 Plan, no further awards have been granted under the 2004 Plan (or any other prior equity incentive plan). The Compensation Committee approves all long-term incentive grants to executive officers other than the CEO, whose grants are approved by the board of directors. The committee also approves the overall grant pool and individual grants for all other participants. The primary purpose of our long-term incentive plans is to link compensation with the long-term interests of shareholders and align pay with performance by focusing NEOs on long-term TSR achievements. 2016 Performance Share Unit Awards A target number of PSUs were granted to our NEOs in 2016. The actual number of PSUs earned may range from 0 to 150% of the target number of PSUs based on three independent performance measures over the three-year performance period 2016-2018: the Company’s total shareholder return (“TSR”) relative to the S&P 500 Index; the Company’s TSR relative to a designated industry peer group; and a cost synergy target in connection with the Plum Creek merger over a one-year performance period. These performance goals are weighted 35%, 35% and 30%, respectively. PSUs granted in 2016 will only be earned at the end of the three-year performance period if the Company achieves its designated performance goals, as certified by the Compensation Committee. These measures ensure that payouts under the PSUs are strongly aligned with shareholders. Vesting provisions for PSUs granted in 2016 are as follows:   ● PSUs, to the extent earned, vest 100% at the end of the three-year performance period if the recipient remains employed by the Company; ● PSUs continue to vest and are payable based on actual performance results in the event of disability or death while employed; ● PSUs continue to vest upon reaching the eligible retirement age, but a portion of the grant is forfeited if retirement occurs before theone-year anniversary of the grant, depending on the number of months employed after the grant date; ● PSUs continue vesting for one year in the event of involuntary termination due to job elimination when the retirement criteria have not been met; and ● PSUs will be forfeited upon termination of employment in all other situations including early retirement. If the Company declares and pays dividends on the Company’s common stock during the time period when PSUs are outstanding, the PSUs will be credited with the dividends, which will be reinvested in additional units to be paid out in shares if and when the PSUs vest. To the extent the PSUs vest and are paid to participants, the dividends credited to the PSUs will also vest and be paid. 2016 Stock Options Stock options granted to our NEOs in 2016 have an exercise price equal to 100% of the fair market value of one share of stock on the grant date. The value of the stock options granted to our NEOs in 2016 was 25% of the value of the total long-term incentive grant in 2016 (other than for Messrs. Hagen and Kilberg, who did not receive a grant of stock options as previously discussed). Stock options granted to each of the NEOs in 2016 were granted for a term of 10 years. Beginning in 2017, stock options will no longer be a part of our long-term incentive compensation program. The vesting terms for stock options granted in 2016 were as follows: ● stock options vest ratably over 4 years with 25% vesting on each of the first, second, third and fourth anniversaries of the grant date; ● stock options vest immediately in the event of disability or death while employed; ● stock options continue to vest upon reaching the eligible retirement age, but a portion of the grant is forfeited if retirement occurs before theone-year anniversary of the grant depending on the number of months employed after grant date; ● stock options continue vesting for one year in the event of involuntary termination due to job elimination when the retirement criterion has not been met; and ● stock options stop vesting and are forfeited for all other situations, including retirement prior to reaching the eligible early retirement age. 2016 Restricted Stock Unit Awards RSUs granted to each of our NEOs in 2016 have the following vesting provisions. ● RSUs vest ratably over 4 years with 25% vesting on each of the first, second, third and fourth anniversaries of the grant date; ● RSUs vest immediately in the event of disability or death while employed; ● RSUs continue to vest upon reaching the eligible retirement age, but a portion of the grant is forfeited if retirement occurs before theone-year anniversary of the grant depending on the number of months employed after grant date; ● RSUs continue vesting for one year in the event of involuntary termination due to job elimination when the retirement criteria has not been met; ● RSUs will be forfeited upon termination of employment in all other situations, including retirement prior to reaching the eligible early retirement age; and ● during the vesting period, unvested awards are credited with dividend equivalents, which are subject to the same vesting and release schedule as the original RSU awards. RSU awards held by Messrs. Hagen, Kilberg and Lindquist that were assumed by the Company in connection with the Plum Creek merger provide for cash payments equal to the dividend paid on the Company’s common stock multiplied by the number of unvested RSUs, and such payments are not subject to vesting.   OUTSTANDING EQUITY AWARDS AT 2016 FISCALYEAR-ENDOutstanding Equity Awards At 2017 Fiscal Year End The following table provides information regarding outstanding stock options and unvested stock awards held by each of our NEOs as of December 31, 2016.2017.               Option Awards     Stock Awards   Name   Grant Date (1)     Number of Securities Underlying Unexercised Options (#) Exercisable (2)     Number of Securities Underlying Unexercised Options (#) Unexercisable (2)     Option Exercise Price ($)     Option Expiration Date     Number of Shares or Units of Stock That Have Not Vested (3)(#)     Market Value of Shares or Units of Stock That Have Not Vested (4)($)     Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (4) (#)     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested (4)($)   Doyle R. Simons     06/17/2013 02/13/2014 02/13/2015 02/10/2016             63,088 99,789 60,704 —               21,030 99,789 182,115 579,431             29.0050 30.2650 35.4300 23.0550             06/17/2023 02/13/2024 02/13/2025 02/10/2026             5,387 21,951 30,959 75,905             162,095 660,506 931,556 2,283,981             10,572 42,919 80,700 161,670             318,111 1,291,433 2,428,263 4,864,650         Russell S. Hagen     02/05/2007       9,600       —         25.2700       02/05/2017       —         —         —         —         02/04/2008       8,000       —         26.8700       02/04/2018       —         —         —         —         02/09/2009       8,000       —         21.1000       02/09/2019       —         —         —         —         02/08/2010       20,800       —         22.0200       02/08/2020       —         —         —         —         02/07/2011       24,000       —         25.9700       02/07/2021       —         —         —         —         02/04/2013       —         —         —         —         2,000       60,180       —         —         02/03/2014       —         —         —         —         5,200       156,468       —         —         02/03/2015       —         —         —         —         8,400       252,756       —         —         02/02/2016       —         —         —         —         20,800       625,872       —         —         05/19/2016       —         —         —         —         —         —         29,697       893,583   Patricia M. Bedient      04/19/2007       53,087       —         28.9310       04/19/2017       —         —         —         —         02/20/2008       67,683       —         23.5570       02/20/2018       —         —         —         —         02/18/2009       63,166       —         9.5280       02/18/2019       —         —         —         —         02/18/2009       126,332       —         9.5280       02/18/2019       —         —         —         —         02/10/2010       102,648       —         14.8030       02/10/2020       —         —         —         —         02/10/2010       72,643       —         14.8030       02/10/2020       —         —         —         —         02/09/2011       40,000       —         24.1600       02/09/2021       —         —         —         —         02/08/2012       41,750       —         20.4150       02/08/2022       —         —         —         —         02/13/2013       32,690       10,897       30.5400       02/13/2023       3,269       98,364       6,538       196,728       02/12/2014       29,993       29,994       30.1600       02/12/2024       6,599       198,564       12,903       388,251       02/12/2015       16,530       49,593       35.4050       02/12/2025       8,431       253,689       21,977       661,288       02/09/2016       —         65,785       23.0900       02/09/2026       8,618       259,316       18,535       557,718   Adrian M. Blocker     02/12/2014       14,243       14,243       30.1600       02/12/2024       3,134       94,302       6,128       184,392       02/12/2015       14,537       43,612       35.4050       02/12/2025       7,414       223,087       19,326       581,519       02/09/2016       —         128,099       23.0900       02/09/2026       16,782       504,970       35,743       1,075,507   Rhonda D. Hunter     02/14/2007       2,190       —         30.3890       02/14/2017       —         —         —         —         02/09/2011       14,099       —         24.1600       02/09/2021       —         —         —         —         02/13/2013       10,436       3,479       30.5400       02/13/2023       1,044       31,414       1,044       31,414       02/12/2014       15,562       15,562       30.1600       02/12/2024       3,424       103,028       6,695       201,453       02/12/2015       14,537       43,612       35.4050       02/12/2025       7,414       223,087       19,326       581,519       02/09/2016       —         128,099       23.0900       02/09/2026       16,782       504,970       35,743       1,075,507   James A. Kilberg     02/04/2013       —         —         —         —         2,520       75,827       —         —         02/03/2014       —         —         —         —         5,600       168,504       —         —         02/03/2015       —         —         —         —         8,400       252,756       —         —         02/02/2016       —         —         —         —         20,000       601,800       —         —         05/19/2016       —         —         —         —         —         —         28,832       867,555               Option Awards     Stock Awards   Name   Grant Date (1)     Number of Securities Underlying Unexercised Options (#) Exercisable (2)     Number of Securities Underlying Unexercised Options (#) Unexercisable (2)     Option Exercise Price ($)     Option Expiration Date     Number of Shares or Units of Stock That Have Not Vested (3)(#)     Market Value of Shares or Units of Stock That Have Not Vested (4)($)     Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (4) (#)     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested (4)($)   Catherine I. Slater      02/14/2007       11,945       —         30.3890       02/14/2017       —         —         —         —         02/20/2008       6,636       —         23.5570       02/20/2018       —         —         —         —         02/09/2011       9,999       —         24.1600       02/09/2021       —         —         —         —         02/08/2012       2,742       —         20.4150       02/08/2022       —         —         —         —         02/13/2013       7,999       2,667       30.5400       02/13/2023       800       24,072       800       24,702       02/12/2014       14,243       7,121       30.1600       02/12/2024       1,567       47,151       3,064       92,196       02/12/2015       14,537       14,537       35.4050       02/12/2025       2,471       74,352       —         —         02/09/2016       —         32,024       23.0900       02/09/2026       4,195       126,228       —         —     Note: Grants awarded in 2016 are also reported in the Summary Compensation Table and the Grants of Plan-Based Awards for 2016 table.     Option Awards Stock Awards                     Name   Grant Date   Number of Securities Underlying Unexercised Options (#) Exercisable (1)   Number of Securities Underlying Unexercised Options (#) Unexercisable (1)   Option Exercise Price ($)   Option Expiration Date   Number of Shares or Units of Stock That Have Not Vested (2)(#)   Market Value of Shares or Units of Stock That Have Not Vested (3)($)   Equity Incentive Plan Awards: Number of Unearned Shares, Units,  or Other Rights that Have Not Vested (#)     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested (3)($)     Doyle R. Simons         06/17/2013           84,118         —           29.0050         06/17/2023         —           —           —           —           02/13/2014         149,683         49,895         30.2650         02/13/2024         10,976         387,014         21,460         756,680         02/13/2015         121,409         121,410         35.4050         02/13/2025         20,639         727,731         80,700         1,422,741         02/10/2016         144,857         434,574         23.0550         02/10/2026         56,929         2,007,317         161,670         5,700,484         02/10/2017         —           —           —           —           90,661         3,196,707         120,989         4,266,072       Russell S. Hagen         02/09/2009           8,000         —           21.1000         02/09/2019         —           —           —           —           02/08/2010         20,800         —           22.0200         02/08/2020         —           —           —           —           02/07/2011         24,000         —           25.9700         02/07/2021         —           —           —           —           02/03/2014         —           —           —           —           2,600         91,676         —           —           02/03/2015         —           —           —           —           5,600         197,456         —           —           02/02/2016         —           —           —           —           15,600         550,056         —           —           05/19/2016         —           —           —           —           —           —           29,697         1,047,116         02/09/2017         —           —           —           —           19,521         688,310         26,051         918,558       Adrian M. Blocker           02/12/2014           21,364         7,122         30.1600         02/12/2024         1,567         55,252         3,064         108,037         02/12/2015         29,074         29,075         35.4050         02/12/2025         4,943         174,290         19,326         340,717         02/09/2016         32,024         96,075         23.0900         02/09/2026         12,587         443,818         35,743         1,260,298         02/09/2017         —           —           —           —           19,521         688,310         26,051         918,558       Rhonda D. Hunter         02/12/2014           —           7,781         30.1600         02/12/2024         1,712         60,365         3,348         118,050         02/12/2015         29,074         29,075         35.4050         02/12/2025         4,943         174,290         19,326         340,717         02/09/2016         —           96,075         23.0900         02/09/2026         12,587         443,818         35,743         1,260,298         02/09/2017         —           —           —           —           19,521         688,310         26,051         918,558       James A. Kilberg         02/03/2014           —           —           —           —           2,800         98,728         —           —           02/03/2015         —           —           —           —           5,600         197,456         —           —           02/02/2016         —           —           —           —           15,000         528,900         —           —           05/19/2016         —           —           —           —           —           —           28,832         1,016,616         02/09/2017         —           —           —           —           18,911         666,802         25,237         889,857       (1) For a better understanding of the equity awards included in this table, we have provided the grant date. (2) All option grants vest and are exercisable beginning 12 months after the grant date, with 25% of the options becoming exercisable at that time and with an additional 25% of the options becoming exercisable on each successive anniversary date. Full vesting occurs on the fourth anniversary of the grant date. Options were granted for a term of 10 years and may beare subject to earlier termination if the executive terminates employment for reasons other than retirement. For participants who reach eligible retirement age, unvested options continue to vest and remain exercisable, in each case until the option expiration date. Outstanding options for Messrs. Hagen and Kilberg represent grants of options made to them by Plum Creek, which options were assumed by the Company in connection with the Plum Creek merger. These assumed options are entirely vested, are for a term of 10 years and contain other terms and conditions substantially similar to options granted by the Company.   (3)(2) Stock awards represent outstanding RSUs and PSUs. RSUs granted on June 17, 2013, February 13, 2013, February 12, 2014, February 12, 2015, February 9, 2016 and February 9, 20162017 vest in 25% increments over four years, beginning 12 months following the grant date, with 25% of the units becoming vested and available for release, and an additional 25% vesting and becoming available for release on each successive anniversary of the grant date. Outstanding RSUs for Messrs. Hagen and Kilberg also represent grants of RSUs made to them by Plum Creek, which RSUs were assumed by the Companycompany in connection with the Plum Creek merger. These assumed RSUs also vest ratablyin 25% increments over four years, beginning 12 months following the grant date. PSUs granted on February 13, 2013 and February 12, 2014 are earned at the end of atwo-year performance period and vest and become available for release 50% on the second anniversary of the grant date and an additional 25% on each successive anniversary of the grant date. PSUs granted on February 12, 2015, February 9, 2016, and May 19, 2016, and February 9, 2017 are earned at the end of a three-year performance period and vest entirely and become available for release on the third anniversary of the grant date. The PSU grant to Mr. Simons on June 17, 2013, made in connection with his appointment as an executive officer, was earned over the performance period ending on December 31, 2014, with 50% vesting on the second anniversary date of the grant, and the remainder vesting 25% each year on the anniversary date of the grant over the subsequenttwo-year period.   (4)(3) Values for RSU awards and PSU awards were computed by multiplying the market price of $30.09$35.26 for the Company’scompany’s common stock at end of fiscal year 20162017 by the number of units. 2018 ANNUAL MEETING & PROXY STATEMENT 41 EXECUTIVE COMPENSATION   OPTION EXERCISES AND STOCK VESTED IN 2016Option Exercises and Stock Vested in 2017 The following table provides information for each of our NEOs regarding stock option exercises and vesting of stock awards during 2016.2017. The value realized upon the exercise of options is calculated using the difference between the option exercise price and the market price at the time of exercise multiplied by the number of shares underlying the option. The value realized upon the vesting of stock awards is based on the market price on the vesting date.   Name   Option Awards   Stock Awards      Option Awards        Stock Awards                                     Name Number of Shares Acquired on Exercise (#)   Value Realized on Exercise ($)   Number of Shares Acquired on Vesting (#)   Value Realized on Vesting ($)      Number of Shares Acquired on Exercise (#)        Value Realized   on Exercise ($)      Number of Shares Acquired on Vesting (#)        Value Realized   on Vesting ($)       —              —              89,353            2,022,951             —          —          83,865        2,540,944   Russell S. Hagen     —              —              6,125            248,246             17,600        128,320        12,600        396,144   Patricia M. Bedient     25,217            40,564            44,668            883,293        Adrian M. Blocker     —              —              11,023            228,999             —          —          11,726        350,008   Rhonda D. Hunter     6,610            62,886            16,617            340,792             85,571        755,665        14,804        417,638   James A. Kilberg     —              —              6,600            267,498             —          —          13,120        412,493   Thomas M. Lindquist     —              —              16,800            680,904        Catherine I. Slater     —              —              36,504            973,419        42 WEYERHAEUSER COMPANY EXECUTIVE COMPENSATION   PENSION BENEFITSPension Benefits The following table provides information as of December 31, 20162017 for each of our NEOs regarding the actuarial present value of the officer’s total accumulated benefit under each of our applicable defined benefit plans.   Name Plan Name Years of Credited Service earned under Formula A (#) (1) Present Value of Accumulated Benefit earned under Formula A ($) (2) Years of Credited Service earned under Formula B (#) (3) Present Value of Accumulated Benefit earned under Formula B ($) (4) Total Years of Credited Service (#) (5) Total Present Value of Accumulated Benefit ($) (6) Payments During Last Fiscal Year ($) Doyle R. Simons Pension Plan – Title B Supplemental Retirement Plan — — —        —        4 4 81,326      488,239      4 4 81,326     488,239     0      0      Russell S. Hagen Plum Creek Pension Plan Plum Creek Supplemental Pension Plan — — —        —        — — —        —        23 23 598,674     1,701,165     0      0      Patricia M. Bedient Pension Plan – Title B Supplemental Retirement Plan 7 7 0      1,431,402      7 7 202,606      801,494      14 14 202,606     2,232,896     359,832      0      Adrian M. Blocker Pension Plan – Title B Supplemental Retirement Plan — — —        —        4 4 114,510      291,340      4 4 114,510     291,340     0      0      Rhonda D. Hunter Pension Plan – Title B Supplemental Retirement Plan 23 23 931,856      1,939,387      7 7 169,196      347,584      30 30 1,101,052     2,286,972     0      0      James A. Kilberg Plum Creek Pension Plan Plum Creek Supplemental Pension Plan — —        — —        13 13 276,690     608,627     0      0      Thomas M. Lindquist Plum Creek Pension Plan Plum Creek Supplemental Benefits Plan — —        — —        — 14 0     5,307,247     0      0      Catherine I. Slater Pension Plan – Title B Supplemental Retirement Plan 17 17 676,922      1,315,584      7 7 162,749      312,185      24 24 839,670     1,627,768     0      0      Name   Plan Name   Years of Credited Service earned under Formula A (1) (#)     Present Value of Accumulated Benefit earned under Formula A (2) ($)     Years of Credited Service earned under Formula B (3) (#)     Present Value of Accumulated Benefit earned under Formula B (4) ($)     Total Years of Credited Service (5) (#)     Total Present Value of Accumulated Benefit (6) ($)     Payments During Last Fiscal Year ($)   Doyle R. Simons   Pension Plan – Title B     —              —              5            119,262       5            119,262       —            Supplemental Retirement Plan     —              —              5            728,475       5            728,475       —          Russell S. Hagen   Plum Creek Pension Plan     —              —              —              —         23            661,078       —            Plum Creek Supplemental Pension Plan     —              —              —              —         23            1,886,483       —          Adrian M. Blocker   Pension Plan – Title B     —              —              5            159,835       5            159,835       —            Supplemental Retirement Plan     —              —              5            423,604       5            432,604       —          Rhonda D. Hunter   Pension Plan – Title B     23            1,052,508            8            222,700       31            1,275,208       —            Supplemental Retirement Plan     23            2,724,847            8            571,739       31            3,296,586       —          James A. Kilberg   Plum Creek Pension Plan     —              —              —              —         13            293,366       —              Plum Creek Supplemental Pension Plan     —              —              —              —         13            645,309       —            (1) Number of years of credited service as of December 31, 2009 rounded to the nearest whole year of credited service. These years of service are used for calculating Formula A accrued benefit only.   (2) Actuarial present value of accumulated benefit computed as of the same pension plan measurement date used for financial reporting purposes under Financial Accounting Standards Board Accounting Standards Codification Topic 715 with respect to the Company’scompany’s audited financial statements for fiscal year 2016,2017, using age 62, which is the earliest unreduced retirement age for the portion of the benefit earned under Formula A, or Executive’s actual age if greater. Estimates are based on current compensation and years of service. (3) Number of years of credited service computed beginning on January 1, 2010 and ending as of the same pension plan measurement date used for financial reporting purposes under Financial Accounting Standards Board Accounting Standards Codification Topic 715 with respect to the Company’scompany’s audited financial statements for fiscal year 20162017 rounded to the nearest whole year of credited service. These years of service are used for calculating Formula B accrued benefit only.   (4) Actuarial present value of accumulated benefit computed as of the same pension plan measurement date used for financial reporting purposes under Financial Accounting Standards Board Accounting Standards Codification Topic 715 with respect to the Company’scompany’s audited financial statements for fiscal year 2016,2017, calculated using age 65, which is the earliest unreduced retirement age for the portion of the benefit earned under Formula B, or Executive’s actual age if greater. Estimates are based on current compensation and years of service.   (5) Includes years of credited service with Plum Creek.Creek for Messrs. Hagen and Kilberg.   (6) Actuarial present value of accumulated benefit computed as of the same pension plan measurement date used for financial reporting purposes under Financial Accounting Standards Board Accounting Standards Codification Topic 715 with respect to the Company’scompany’s audited financial statements for fiscal year 2016.2017. For former Plum Creek executives using age 62, which is the earliest unreduced retirement age for the portion of the benefit earned under their respective plans, or Executive’s actual age if greater. Estimates are based on current compensation and years of service.   2018 ANNUAL MEETING & PROXY STATEMENT 43 EXECUTIVE COMPENSATION The company maintains two pension plans in which the NEOs other than Messrs. Hagen and Kilberg are eligible to participate: the Weyerhaeuser Pension Plan (the “Pension Plan”) is, a noncontributory,tax-qualified defined benefit pension plan, and the Supplemental Retirement Plan, anon-contributory,non-qualified retirement pension plan. Title B,Benefits under the Pension Plan accrue for salaried employees provides normal retirement at age 65. Early retirement may be elected by any participant who has reached age 55 and has at least 10 years of vesting service. Of our NEOs, only Ms. Bedient is eligible for early retirement. Mr. Simons, who joined the Company in 2013 and is under age 55, Mr. Blocker who joined the Company in 2013, and Ms. Hunter and Ms. Slater, who are under age 55, are not eligible for early retirement. Mr. Simons and Mr. Blocker are not yet vested in benefits from the Pension Plan, but will become vested once they have 5 years of vesting service. Title B of the Pension Plan consists of two separate Formulas. ServiceFormulas: Formula A, for service accrued prior to January 1, 2010 was earned under2010; and Formula A andB, for service accrued on and after January 1, 2010 is earned under Formula B.2010. The annual retirement benefit payable upon normal retirement under Formula A is equal to (i) 1.1% of the participant’s average annual salary for the highest five consecutive years during the 10 calendar years before retirement, multiplied by the years of credited service accrued through December 31, 2009, plus (ii) 0.45% of such highest average annual salary in excess of the participant’s Social Security Integration Level (as such term is defined in the Pension Plan), multiplied by the number of years of credited service accrued through December 31, 2009. The annual retirement benefit payable upon normal retirement under Formula B is equal to (i) 0.8% of the participant’s average annual salary for the highest five consecutive years during the 10 calendar years before retirement, multiplied by the years of credited service accrued on and after January 1, 2010, plus (ii) 0.3% of such highest average annual salary in excess of the participant’s Social Security Integration Level (as such term is defined in the Pension Plan), multiplied by the number of years of credited service accrued on and after January 1, 2010. The NEOs whose pension plan benefit payable upon early retirementexceeds IRC limitations fortax-qualified plans accrue benefits under Formula A is a percentagethe Supplemental Retirement Plan. Benefits from the Supplemental Retirement Plan are paid from the general funds of the benefitcompany and are determined by applying the applicable formula under the Pension Plan for salaried employees, but include benefits and compensation that would be payable upon normalexceed the IRC limitations. Normal retirement age for salaried employees is age 65 under the Pension Plan and ranges from 72% at age 55 to 100% at age 62. The benefit payable upon earlyunder the Supplemental Retirement Plan. Early retirement under Formula B is a percentage of the benefit that wouldmay be payable upon normal retirement and ranges from approximately 47% atelected by any participant who has reached age 55 to 100%and has at age 65. least 10 years of vesting service. All of our NEOs (other than Messrs. Hagen and Kilberg) are vested in their pension plan benefits. The Pension Plan isand Supplemental Retirement Plan are closed to new hires and rehires effective January 1, 2014. A participant in a defined benefit pension plan generally is limited under the Internal Revenue Code to an annual benefit at Social Security normal retirement age of the lesser of (i) $210,000 (in 2016, but subject to adjustment) or (ii) 100% of the participant’s average annual compensation during the consecutive three-year period in which he or she received the highest compensation. Further reduction of this limitation may be required for retirement prior to the Social Security normal retirement age. The compensation used in determining benefits under this Pension Plan is limited by Internal Revenue Code Section 401(a)(17) ($265,000 in 2016, but subject to adjustment). Supplemental Retirement Plan benefits are paid from the general funds of the Company Messrs. Hagen and are determined by applying the formula under the Pension Plan—Title B—for salaried employees but including benefits and compensation that exceed the Internal Revenue Code limitations described above. The Supplemental Retirement Plan is also closed to new hires and rehires effective January 1, 2014. EmployeesKilberg were hired or rehired on or after January 1, 2014 including Messrs. Hagen, Kilberg and Lindquist, are eligible for anon-elective employer contribution in thetax-qualified defined contribution 401(k) plan in lieu of participation in the Pension Plan. Certain highly-paid employees hired on or after January 1, 2014, including Messrs. Hagen, Kilberg and Lindquist, arethus not eligible to participate in the Supplemental DC Plan. The Supplemental DC Plan provides fornon-elective employer contributions equal to 5% of bonus pay plus the amount that would otherwise be provided under thetax-qualified defined contribution 401(k) plan if deferred compensation were included in the definition of pay and without regard to the compensation limits imposed by Internal Revenue Code Section 401(a)(17) described above. In lieu of theeither Weyerhaeuser pension benefits described above, Messrs. Hagen, Kilberg and Lindquist areplan. However, each is vested in pension benefits under the terms of legacy Plum Creektax-qualified and supplemental pension and benefit plans, all of which have been assumed by the Companycompany in connection with theits merger with Plum Creek merger.Timber Company in 2016. Benefits for Mr. Hagen accrued under the plans according to a cash balance formula and a final average pay formula, with the greater of the two amounts payable to him upon retirement. Benefits for Mr. Kilberg accrued according to a cash balance formula, while benefits for Mr. Lindquist accrued under a final average pay formula. Each of Messrs. Hagen’s Kilberg’s and Lindquist’sKilberg’s benefits under these plans were frozen and ceased to accrue benefits atfrom and after the time of the Plum Creek merger, except that benefits determined by the cash balance formula continue to accrue an interest credit that is tied to the30-year Treasury interest rate. Under the terms of the legacy plans in which Messrs.Mr. Hagen Kilberg and Lindquist participate, they areparticipates, he is eligible for early retirement at age 55 with 10 years of service. Before normal retirement at age 62, Mr. Hagen’s benefit ranges from 62% to 100%. Under the terms of the plan in which Mr. Lindquist participates, his benefit ranges from 80% to 100%, depending on how many years his actual retirement date precedes the date he would have attained age 65. Given the total benefit reduction factors, the early retirement benefits earned under these plans substantially increase once the participant reaches at least age 55 with 10 years of credited service. Mr. Kilberg is not eligible for early retirement benefits because his benefits are based on the cash balance formula. Benefits under the Plum Creek legacy plans are paid in the form of a lump sum payable six months following the participant’s date of termination, calculated based on the30-year Treasury interest rate in effect during the year the participant terminates, except that any benefits accrued under thePlum Creek Pension Plan (a tax qualified plan) may be paid in the form of an annuity. Effective December 31, 2016, the Plum Creek Pension Plan was merged into the Weyerhaeuser Pension Plan and the Plum Creek Supplemental Retirement Plans were merged into the Weyerhaeuser Supplemental Retirement Plan. No provisions of these plans were changed as a result of the plans being merged.   44 WEYERHAEUSER COMPANY EXECUTIVE COMPENSATION   NONQUALIFIED DEFERRED COMPENSATIONNon-Qualified Deferred Compensation The following table provides information for each of our NEOs regarding aggregate executive and Companycompany contributions, aggregate earnings for 20162017 andyear-end account balances under the Company’scompany’s deferred compensation plan.   Name   Executive Contributions in Last FY ($) (1)   Registrant Contributions in Last FY ($) (2)   Aggregate Earnings in Last FY ($) (3)   Aggregate Withdrawals/ Distributions ($) (4)   Aggregate Balance at Last FYE ($) (5)      Executive Contributions in Last FY (1) ($)    Registrant Contributions in Last FY (2) ($)    Aggregate Earnings in Last FY (3) ($)    Aggregate Withdrawals/ Distributions ($)    Aggregate   Balance at   Last FYE (4) ($) Doyle R. Simons     0       0       0       0       0          —          —          —          —          —   Russell S. Hagen     0       0       0       0       0          —          52,158        4,386        —          56,544 Patricia M. Bedient     0       0       123,489       0       2,926,446   Adrian M. Blocker     0       0       0       0       0          —          —          —          —          —   Rhonda D. Hunter     682,000       51,150       110,310       0       843,460          —          —          117,488        —          960,948 James A. Kilberg     0       0       0       0       0          —          46,319        3,114        —          49,433 Thomas M. Lindquist     0       0       142,353       0       1,810,458   Catherine I. Slater     689,000       103,350       223,585       0       884,115     (1) Amounts deferred and reported in this column are also reported in the Summary Compensation Table as salary earned and paid in 2016.2017.   (2) RepresentsAmounts reported in this column representnon-elective employer paid premium oncontributions under the Supplemental Defined Contribution Plan. These amounts deferred into the common stock equivalents account in the deferral plan, which are also reported under “All Other Compensation” in the Summary Compensation Table.Table under All Other Compensation.   (3) Fiscal 20162017 earnings, which includes interest on amounts deferred into the fixed interest account of the deferral plan and appreciation or depreciation in the price of common stock equivalent units, plus dividend equivalents for amounts deferred in the common stock equivalents account in the deferral plan.   ((4)4) Amounts withdrawn or distributed. (5) Amounts deferred and reported in this column include amounts that were also reported as compensation in the Company’s Summary Compensation Table for previous years, and include interest earned on amounts deferred into the fixed-interest account of the deferral plan, any premium for amounts deferred into the common stock equivalents account in the deferral plan, and appreciation or depreciation in the price of common stock equivalent units, plus dividend equivalents for amounts deferred into the common stock equivalents account in the deferral plan.   NEOs are eligible to participate in the deferred compensation plan. The plan provides the opportunity to defer base salary and cash incentives for payment at a future date. NEOs may defer between 10% and 50% of base salary and up to 100% of cash bonus. The interest credited for deferred compensation plan accountscash is determined each year by the Compensation Committee. The current interest rate formula is 120% of the applicable federal rate (AFR) as published by the IRS in January of the plan year. Under the deferred compensation plan, NEOs may also choose to defer all or a portion of any cash incentives into a deferred compensation plan account denominated in Weyerhaeuser common stock equivalent units, with a 15% premium applied if payment is delayed for at least five years. The amount designated to be deferred in the form of common stock equivalent units and any premium is divided by the median price per share of Companycompany common stock over the last 11 trading days of January to determine the number of deferred stock equivalent units to be credited to the NEO’s account. Deferred stock units earn the equivalent of dividends, which are credited as additional deferred stock units. The value of the deferred account grows or declines based on the performance of Weyerhaeuser common stock (plus dividends). The purposetiming and form of payment of deferred compensation varies depending on when the program iscompensation was deferred and whether it was deferred into a cash account or into the stock equivalent account. All payout elections were made and are administered in compliance with the requirements and limitations of IRC 409A. Messrs. Hagen and Kilberg participate in the Supplemental DC Plan, which providesfor non-elective employer contributions equal to further align executive interests with those5% of shareholders by providing an incentive linkedbonus pay plus the amount that would otherwise be provided under thetax-qualified defined contribution 401(k) plan if deferred compensation were included in the definition of “pay” and without regard to the performance of Weyerhaeuser common stock. For deferrals priorcompensation limits imposed by IRC limitations. As discussed in our CD&A, these benefits are provided to 2005, amounts deferred are paidMessrs. Hagen and Kilberg and certain other employees who were hired on or after January 1, 2014, and therefore ineligible to participate in the year specified or upon the event specified by the NEO. For deferrals in years 2005 through 2014, amounts deferred are paid to the NEO beginning one to five years following his or her separation from service, as specified by the NEO. Payments are made in a lump sum or up to 20 equal annual payments (or with respect to deferrals made prior to 2011, for a maximum of five annual payments) if the NEO leaves the Company for reasons other than death, disability or retirement. Beginning in 2015, amounts are paid to the NEO beginning the year after the NEO’s separation from service. Payments are made in a lump sum or up to 10 annual payments. For deferrals made prior to 2011, payments from the stock equivalents accounts are made in cash and are determined by multiplying the number of common stock equivalent units in the NEO’s account by the median price per share of Company common stock over the last 11 trading days of January of the payment year. Beginning in 2011, payments from the stock equivalents accounts are in cash, and are determined by multiplying the number of common stock equivalent units in the NEO’s account by the closing price per share of Company stock on the transfer. No withdrawals or other distributions are permitted under the terms of the deferred compensation plan before the executive’s specified payment date. company’s pension plans. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROLPotential Termination Payments CHANGE OF CONTROLChange in Control The Companycompany has agreements with each of its executive officers providing for specified payments and other benefits if, within the period of 24 calendar months from the effective date of a change of control and 24 calendar months following the effective date of a change ofin control of the Company,company, the executive’s employment is terminated by the Companycompany or its successor under circumstances that constitute a “qualifying termination,” generally, a termination for reasons other than cause,for Cause (as defined under “Key Terms”), mandatory retirement, early retirement, disability or death. Cause isdeath, or by the executive for Good Reason (as defined asunder “Key Terms”). 2018 ANNUAL MEETING & PROXY STATEMENT 45 EXECUTIVE COMPENSATION KEY TERMS “Cause” means a participant’s:   ● willful and continued failure to perform substantially the officer’s duties after the Companycompany delivers to the participant written demand for substantial performance specifically identifying the manner in which the officer has not substantially performed his or her duties; ● conviction of a felony; or   ● willfully engaging in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company. Mandatory retirement is defined as age 65. Disability is defined in the Weyerhaeuser Pension Plan, or in any successor to such plan. These payments and benefits also would be paid if the executive terminates his or her employment for “Good Reason.” The executive would be considered to have left for Good Reason if there has been:company.   “Good Reason” means: ● a material reduction in the officer’s position, title or reporting responsibilities existing prior to the change ofin control; ● a requirement that the officer be based in a location that is at least 50 miles farther from the Company’scompany’s headquarters than the officer’s primary residence was located immediately prior to the change ofin control; ● a material reduction by the Companycompany in the officer’s base salary as of the effective date of the change ofin control; ● a material reduction in the officer’s benefits unless the overall benefits provided are substantially consistent with the average level of benefits of the other officers holding similar positions; or ● a material reduction in the officer’s level of participation in any of the Company’scompany’s short- or long-term incentive compensation plans. “Disability” means a medical condition in which a person is entitled to either total and permanent disability under the Social Security Act or judged to be totally and permanently disabled by the administrative committee or a committee delegated authority to make such determinations. If an executiveNEO is terminated without causeCause, or leaves for Good Reason, during the period described above following a change ofin control, the officerhe or she will receive:     ●   an amount equal to three times the highest rate of the executive’sNEO’s annualized base salary rate in effect prior to the change ofin control;   ●   three times the officer’sNEO’s target annual bonus established for the bonus plan year in which the executive’s date of termination occurs;   ●   an amount equal to the executive’sNEO’s unpaid base salary and accrued vacation pay through the effective date of termination;   ●   the executive’sNEO’s earned annual bonus prorated for the number of days in the fiscal year through the date of the officer’s termination;   ●   a payment of $75,000 (net of required payroll and income tax withholding) to assist the executive in paying for replacement health and welfare coverage for a reasonable period following the date of termination;coverage; and   ●   full vesting of the executive’s benefits under any and all supplemental retirement plans in which the executiveNEO participates, calculated under the assumption that the officer’sNEO’s employment continues following the officer’shis or her termination date for three full years. The company’s long-term incentive plans also include change in control provisions that are triggered upon a change in control of the company and a qualifying termination. Under these circumstances: ● vesting of outstanding stock options and RSUs would be accelerated; 46 WEYERHAEUSER COMPANY EXECUTIVE COMPENSATION ● unearned PSUs would be deemed to have been earned at target performance; and ● earned PSUs would vest and be released. In addition, if equity awards are not assumed or replaced in accordanceconnection with the terms ofchange in control, the Company’s long-term incentive plans following a change of control, outstanding stock options and RSUs held by executive officers would vest and become exercisable, unearned PSUs would be deemed to have been earned at target, and earned PSUs would vest and be released only if the officer were terminated within the period beginning as ofaward agreements provide for full vesting upon the change of control and ending 24 months after the change ofin control. The change of control agreements for Messrs. Hagen and Kilberg each were party to separate change in control agreements entered into with Plum Creek Timber Company, Inc. These agreements were assumed by the Companycompany in connection with the Plum Creek merger.merger, and expired on February 16, 2018. The triggering events and severance pay and benefits under these agreements arewere substantially similar to those described above under the Weyerhaeuser change ofin control agreements. SEVERANCESeverance Agreements with each of the Company’scompany’s executive officers provide for severance benefits if the executive’s employment is terminated by the Companycompany when there is no change ofin control unless the termination is for cause, Cause, or is the result of the Company’scompany’s mandatory retirement policy, disability or death. The severance benefit payable is an amount equal to:   ●   one andone-half times the highest base salary rate paid to the executive prior to termination;   ●   one andone-half times the target annual bonus established for the bonus plan year in which the termination occurs;   ●   the amount of the executive’s unpaid base salary and accrued vacation pay through the date of the termination;   ●   the executive’s earned annual bonus prorated for the number of days in the fiscal year through the date of the executive’s termination; and   ●   a payment of $10,000 (net of required payroll and income tax withholding) to assist the executive in paying for replacement health and welfare coverage for a reasonable period following the date of termination. The severance benefit payable to Mr. Simons is the same as described above except that the amount paid for base salary is two times his highest base salary rate and the amount for target bonus is two times his target annual bonus. POTENTIAL PAYMENT AMOUNTSTermination Payments Tables The following tables describe estimated potential payments to the NEOs that could be made upon a change in control with a qualifying termination or a change of controlupon an involuntary termination other than for Cause, in each case as ofif the event had occurred on December 31, 2016. For2017.For equity awards, the NEOs whovalues were no longer serving as executive officers withbased on the Company atclosing price of our common stock on December 31, 2016,2017, less the tables describe actualapplicable option exercise price (in the case of options) and assuming target performance (in the case of PSUs). Generally, there are no payments made to executive officers in the NEO.event of an involuntary termination for Cause.   Executive Benefits and Payments Upon Termination of Doyle R. Simons   Early Retirement*     Disability     Severance (1)     For Cause Termination     Change of Control Involuntary or Good Reason Termination     Death   Compensation:                                                 Salary (including payout of vacation)     —         $0       $2,000,000       $0       $3,000,000       $0   Annual Incentive Plan (AIP)     —         $2,400,000(a)       $5,400,000(b)       $0       $6,900,000(d)       $2,400,000(a)   Stock Options (2)     —         $4,099,115(f)       $1,041,892(i)       $0       $4,099,115(j)       $4,099,115(p)   Restricted Stock Units (3)     —         $4,312,272(l)       $1,486,566(m)       $0       $4,312,272(j)       $4,312,272(q)   Performance Share Units (4)     —         $9,680,134(o)       $1,247,336(r)       $0       $9,680,134(j)       $9,680,134(o)   Nonqualified Deferred Compensation (5)     —         $0       $0       $0       $0       $0   Gross Up Payment (6)     —         $0       $0       $0       $0       $0                 Benefits and Perquisites:                                                 Increase to Pension (7)     —         $0       $0       $0       $473,487       $0   Life and Health Care Insurance (8)     —         $0       $10,000       $0       $75,000       $0   Estimated Gross Up Payment for Life and Health Care Insurance     —         $0       $3,765       $0       $28,235       $0   Outplacement Services (9)     —         $0       $20,000       $0       $20,000       $0        Change in Control + Qualifying Termination          Name    Cash (1) ($)      Equity (2) ($)      Pension (3) ($)      Other (4) ($)      Total ($)   Doyle R. Simons      10,100,000        26,976,754        550,810        149,199        37,776,763   Russell S. Hagen      3,988,500        3,625,363        277,465        149,199        8,040,527   Adrian M. Blocker      3,842,500        5, 865,940        371,796        149,199        10,229,435   Rhonda D. Hunter      3,999,462        5,887,036        1,112,181        149,199        11,147,878   James A. Kilberg      3,649,100        3,526,564        233,153        149,199        7,558,016     *(1) Mr. Simons is not eligible for early retirement based on his age. Executive Benefits and Payments Upon Termination of Russell S. Hagen   Early  Retirement*           Disability          Severance (1)     For Cause Termination     Change of Control Involuntary or Good Reason Termination            Death          Compensation:                                                 Salary (including payout of vacation)     —         $0       $825,000       $0       $1,650,000       $0   Annual Incentive Plan (AIP)     —         $748,847(a)       $1,449,797(c)       $0       $2,151,347(d)       $748,847(a)   Stock Options (2)     —         $0(e)       $0(e)       $0       $0(e)       $0(e)   Restricted Stock Units (3)     —         $1,095,276(s)       $1,095,276(t)       $0       $1,095,276(u)       $1,095,276(s)   Performance Share Units (4)     —         $921,356(o)       $0(r)       $0       $921,356(j)       $921,356(o)   Nonqualified Deferred Compensation (5)     —         $0       $0       $0       $0       $0   Gross Up Payment (6)     —         $0       $0       $0       $0       $0                 Benefits and Perquisites:                                                 Increase to Pension (7)     —         $0       $0       $0       $246,317       $0   Life and Health Care Insurance (8)     —         $0       $10,000       $0       $75,000       $0   Estimated Gross Up Payment for Life and Health Care Insurance     —         $0       $3,765       $0       $28,235       $0   Outplacement Services (9)     —         $0       $20,000       $0       $20,000       $0   * Mr. Hagen is not eligible for early retirement based on his age.Amounts include salary, target bonus and earned annual bonus.   Executive Benefits and(2) Payments Upon Termination of Patricia M. Bedient Severance* Compensation: Salary (including payoutAmounts include the intrinsic value of vacation) $960,000 Annual Incentive Plan (AIP) $1,215,840(c) Stock Options (2) $460,495(h) Restricted Stock Units (3) $879,561(k) Performance Share Units (4) $2,022,891(n) Nonqualified Deferred Compensation (5) $0 Gross Up Payment (6) $0 Benefitsaccelerated vesting of stock options, RSUs and Perquisites: Increase to Pension (7) $0 Life and Health Care Insurance (8) $10,000 Gross Up PaymentPSUs as of December 31, 2017. See discussion under “Change in Control” for Life and Health Care Insurance $7,227 Outplacement Services (9) $20,000 more information.   *(3) Ms. Bedient’s separation from service was effective July 1, 2016. Executive Benefits and Payments Upon Termination of Adrian M. Blocker   Early Retirement        Disability         Severance (1)        For Cause Termination     Change of Control Involuntary or Good Reason Termination     Death   Compensation:                                                 Salary (including payout of vacation)     —         $0       $855,000       $0       $1,710,000       $0   Annual Incentive Plan (AIP)     —         $891,000(a)       $1,617,750(c)       $0       $2,344,500(d)       $891,000(a)   Stock Options (2)     —         $896,693(g)       $224,173(i)       $0       $896,693(j)       $896,693(p)   Restricted Stock Units (3)     —         $872,941(l)       $264,707(m)       $0       $872,941(j)       $872,941(q)   Performance Share Units (4)     —         $1,960,664(o)       $105,360(r)       $0       $1,960,664(j)       $1,960,664(o)   Nonqualified Deferred Compensation (5)     —         $0       $0       $0       $0       $0   Gross Up Payment (6)     —         $0       $0       $0       $0       $0                 Benefits and Perquisites:                                                 Increase to Pension (7)     —         $0       $0       $0       $323,607       $0   Life and Health Care Insurance (8)     —         $0       $10,000       $0       $75,000       $0   Estimated Gross Up Payment for Life and Health Care Insurance     —         $0       $3,765       $0       $28,235       $0   Outplacement Services (9)     —         $0       $20,000       $0       $20,000       $0   * Mr. Blocker is not eligible for early retirement based on his age. Executive Benefits and Payments Upon Termination of Rhonda D. Hunter   Early Retirement        Disability         Severance (1)        For Cause Termination     Change of Control Involuntary or Good Reason Termination     Death   Compensation:                                                 Salary (including payout of vacation)     $10,962       $10,962       $865,962       $10,962       $1,720,962       $10,962   Annual Incentive Plan (AIP)     —         $758,000(a)       $1,484,750(c)       $0       $2,211,500(d)       $758,000(a)   Stock Options (2)     —         $896,693(f)       $224,173(i)       $0       $896,693(j)       $896,693(p)   Restricted Stock Units (3)     —         $918,768(l)       $305,659(m)       $0       $918,768(j)       $918,768(q)   Performance Share Units (4)     —         $2,026,140(o)       $161,102(r)       $0       $2,026,140(j)       $2,026,140(o)   Nonqualified Deferred Compensation (5)     —         $0       $64,132       $64,132       $0       $0   Gross Up Payment (6)     —         $0       $0       $0       $0       $0                 Benefits and Perquisites:                                                 Increase to Pension (7)     —         $0       $0       $0       $1,734,475       $0   Life and Health Care Insurance (8)     —         $0       $10,000       $0       $75,000       $0   Estimated Gross Up Payment for Life and Health Care Insurance     —         $0       $3,765       $0       $28,235       $0   Outplacement Services (9)     —         $0       $20,000       $0       $20,000       $0   * Ms. Hunter is not eligible for early retirement based on her age. Executive Benefits and Payments Upon Termination of James A. Kilberg   Early    Retirement         Disability         Severance (1)      For Cause Termination     Change of Control Involuntary or Good Reason Termination            Death          Compensation:                                                 Salary (including payout of vacation)     —         $0       $813,000       $0       $1,626,000       $0   Annual Incentive Plan (AIP)     —         $654,382(a)       $1,345,432(c)       $0       $2,036,482(d)       $654,382(a)   Stock Options (2)     —         $0(e)       $0(e)       $0       $0(e)       $0(e)   Restricted Stock Units (3)     —         $1,098,887(s)       $1,098,887(t)       $0       $1,098,887(u)       $1,098,887(s)   Performance Share Units (4)     —         $894,516(o)       $0(r)       $0       $894,516(j)       $894,516(o)   Nonqualified Deferred Compensation (5)     —         $0       $0       $0       $0       $0   Gross Up Payment (6)     —         $0       $0       $0       $0       $0                 Benefits and Perquisites:                                                 Increase to Pension (7)     —         $0       $0       $0       $233,153       $0   Life and Health Care Insurance (8)     —         $0       $10,000       $0       $75,000       $0   Estimated Gross Up Payment for Life and Health Care Insurance     —         $0       $3,765       $0       $28,235       $0   Outplacement Services (9)     —         $0       $20,000       $0       $20,000       $0   * Mr. Kilberg is not eligible for early retirement based on his age. Executive Benefits and Payments Upon Termination of Thomas M. Lindquist Change of Control Involuntary Termination * Compensation: Salary (including payout of vacation) $1,935,000 Annual Incentive Plan (AIP) $2,030,955(d) Stock Options (2) $0(e) Restricted Stock Units (3) $3,036,214(u) Performance Share Units (4) $0 Nonqualified Deferred Compensation (5) $0 Gross Up Payment (6) $0 Benefits and Perquisites: Increase to Pension (7) $1,219,275 Life and Health Care Insurance (8) $75,000 Gross Up Payment for Life and Health Care Insurance $54,199 Outplacement Services (9) $20,000 * Mr. Lindquist’s separation from service was effective June 30, 2016. Executive Benefits and Payments Upon Termination of Catherine I. Slater Severance* Compensation: Salary (including payout of vacation) $0 Annual Incentive Plan (AIP) $443,643(v) Stock Options (2) $224,168(i) Restricted Stock Units (3) $292,354(m) Performance Share Units (4) $140,641(r) Nonqualified Deferred Compensation (5) $131,820 Gross Up Payment (6) $0 Benefits and Perquisites: Increase to Pension (7) $0 Life and Health Care Insurance (8) $0 Gross Up Payment for Life and Health Care Insurance $0 Outplacement Services (9) $0 * Ms. Slater’s separation from service was effective November 30, 2016. (1) Severance benefits are payable upon termination of service except if termination: (i) is for cause; (ii) occurs within24-months of a change of control and termination is not for cause; (iii) meets the requirements of the Company’s mandatory retirement policy; (iv) is due to death or disability; or (v) is voluntary. (2) Stock option values reflect the intrinsic value of unvested options as of December 31, 2016. (3) Restricted stock unit values reflect the intrinsic value of unvested RSUs as of December 31, 2016. (4) Performance share unit values reflect the intrinsic value of unvested PSUs as of December 31, 2016. (5) Represents amounts equal to the value of any premiums on share equivalents under the Deferred Compensation Plan that would be forfeited in connection with the NEO’s termination. (6) The Company does not provide tax gross up payments for change of control or severance benefits other than limitedtax-gross up payments for health care replacement costs. (7) Represents an estimated present value of annual increase in pension payments required pursuantpursuance to the NEO’s change ofin control agreement with the Company.company. The annual incremental increase assumes credit for three additional years of service appliedapplies to benefits earned under Formula B and three additional years of age appliedapples to benefits earned under Formula A and Formula B following termination of employment. See discussion under Pension Benefits on page 43 for more information about these pension plans. For Messrs. Hagen and Kilberg, the annual incremental increase assumes credit for three additional years of service applied to benefit earned under their respective former plans and three additional years of age appliedapplies to benefits earnedunder their respective former Plum Creek pension plans following termination of employment.   (8)(4) LumpAmounts include a lump sum payment to assist in paying for replacement health and welfare coverage for a reasonable period following the date of termination. (9) Outplacementtermination and related gross up payment, and an allowance for outplacement services with a value of up to $20,000 are available following termination. If the services are used(if utilized by thean executive, officer, the fees are paid directly to the outplacement service provider.provider). 2018 ANNUAL MEETING & PROXY STATEMENT 47 EXECUTIVE COMPENSATION      Severance            Name    Cash (1) ($)      Equity (2) ($)      Pension ($)      Other (3) ($)      Total ($)   Doyle R. Simons      7,600,000        8,517,336        —          37,227        16,154,563   Russell S. Hagen      3,988,500        3,625,363        —          37,227        7,651,090   Adrian M. Blocker      2,260,750        1,819,374        —          37,227        4,117,351   Rhonda D. Hunter      2,417,712        1,840,471        —          37,227        4,295,410   James A. Kilberg      3,649,100        3,526,564        —          37,227        7,212,891   (1) Amounts include salary, target bonus and earned annual bonus.   (a)(2) Payment of annual incentiveFor termination without cause, vesting continues for terminations due to early retirement, disability or death is based on performance and prorated for days of employment during the performance period. For the former Plum Creek executives, payment includes an amount equivalent toone-twelfth of the annual bonus under the former Plum Creek Annual Incentive Plan, calculated at target level performance. (b) Payment of the annual incentive is calculated as two times the target annual bonus established for the bonus plan year in which the termination occurs, plus the earned annual bonus prorated for the number of days in the fiscal year through the date of termination. (c) Payment of the annual incentive amount is calculated as one and one half times the target annual bonus established for the bonus plan year in which the termination occurs, plus the earned annual bonus prorated for the number of days in the fiscal year through the date of termination. For the former Plum Creek executives, payment includes an amount equivalent toone-twelfth of the annual bonus under the former Plum Creek Annual Incentive Plan, calculated at target level performance. (d) Payment of the annual incentive is calculated as three times the target annual bonus established for the bonus plan year in which the termination occurs, plus the earned annual bonus prorated for the number of days in the fiscal year through the date of termination.For the former Plum Creek executives, payment includes an amount equivalent toone-twelfth of the annual bonus under the former Plum Creek Annual Incentive Plan, calculated at target level performance. (e) Stock options granted to NEOs by Plum Creek and assumed by the Company in the Plum Creek merger were fully vested at December 31, 2016. (f) Upon termination due to disability, vesting accelerates for annual options granted in 2016, 2015, 2014, and 2013.year. Vested options granted in 2016, 2015, 2014, and 2013would remain exercisable for the lesser of three years or the original term. Notwithstanding the additional year of vesting, the three-year vesting period would not be achieved for PSUs granted in 2016 and 2017 and no shares would therefore be earned. Vesting would accelerate for unvested RSUs granted to Messrs. Hagen and Kilberg by Plum Creek and assumed by the company under the terms of change in control agreements entered into between Plum Creek and Messrs. Hagen and Kilberg, respectively, and assumed by the company. These agreements expired on February 16, 2018.   (g)(3) Amounts include a lump sum payment to assist in paying for replacement health and welfare coverage and related gross up payment, along with an allowance for outplacement services with a value of up to $20,000 (if utilized by an executive, fees are paid directly to the outplacement service provider).      Other Severance - Death or Disability              Name    Cash (1) ($)      Equity (2) ($)      Pension ($)      Other ($)      Total ($)   Doyle R. Simons      2,600,000        26,976,754        —          —          29,576,754   Russell S. Hagen      825,000        3,625,363        —          —          4,450,363   Adrian M. Blocker      679,000        5,865,940        —          —          6,544,940   Rhonda D. Hunter      835,962        5,887,036        —          —          6,722,998   James A. Kilberg      641,000        3,526,564        —          —          4,167,564   (1) Amounts include a bonus based on actual performance and prorated for days of employment during the performance period. (2) Upon death or termination due to disability, vesting accelerates forunvested options would vest and options granted in 2016, 2015 and 2014. Vested options granted in 2016, 2015 and 2014 would remain exercisable for the lesser of three years or the original term. (h) Upon termination without cause on or after age 62, for Stock options granted in 2016, a prorated number of options continue to vestMessrs. Hagen and remain exercisable for the original term; for annual options granted in 2015, 2014, and 2013, vesting continues and vested options remain exercisable for the original term. (i) Upon termination without cause before age 62 (or other specified eligible early retirement age), for options granted in 2016, vesting continues for one year and vested options remain exercisable for the lesser of three years or the original term. (j) In the event of a change of control of the Company, all outstanding stock options held by the NEO become vested and may be exercised for the remaining term of the grant, vesting of all unvested RSUs accelerates; and vesting of PSUs accelerates assuming target performance. (k) Upon termination without cause on or after age 62, for RSUs granted in 2016, a prorated number of RSUs continue to vest; for RSUs granted in 2015 and 2014 and 2013, full vesting continues. (l) Upon termination due to disability, vesting of RSUs granted in 2016 accelerates. (m) Upon termination without cause, for RSUs granted in 2016, vesting continues for one year. (n) Upon termination without cause on or after age 62, for PSUs granted in 2016, a prorated number of earned shares (based on actual performance) continue to vest; for PSUs granted in 2015, 2014, and 2013, vesting continues. (o) Upon termination due to death or disability, the actual number of shares earned based on achievement of performance goals would be released on the later of the end of the performance period or the date of termination. Values shown in the table for PSU grants in 2013 and 2014 represent actual shares earned based on performance during the performance period. (p) Upon termination due to death, unvested stock options are vested. For options granted in 2016, 2015, 2014 and 2013, vested options remain exercisable for lesser of three years or the original term. (q) Upon termination due to death, vesting of unvested RSUs accelerates for grants made in 2016, 2015, 2014 and 2013. (r) Upon termination without cause, for PSUs granted in 2015 and 2016, vesting continues for one year but the three-year vesting period will not be achieved and no shares are therefore earned. For PSUs granted in 2013 and 2014, vesting continues for one year and earned shares are released in accordance with the original schedule. (s) Upon termination due to death or disability, vesting is accelerated for all unvested RSUs granted to NEOsKilberg by Plum Creek and assumed by the Companycompany were fully vested at December 31, 2016. Vesting of unvested RSUs would accelerate for grants made in 2017, 2016, 2015 and 2014. For PSUs granted in 2015, 2016 and 2017, the Plum Creek merger.actual number of shares earned would be based on the achievement of performance goals and released and paid at the end of the applicable performance period. COMPENSATION COMMITTEE REPORT The Compensation Committee acts on behalf of the board of directors to establish and oversee the company’s executive compensation program in a manner that serves the interests of Weyerhaeuser and its shareholders. For a discussion of the committee’s policies and procedures, see “Committees of the Board—Compensation Committee”. The company’s management has prepared the CD&A for the compensation of the NEOs listed in the Summary Compensation Table. The Compensation Committee has reviewed and discussed with management the CD&A included in this proxy statement. Based on its review and those discussions, the committee recommended to the board of directors that the CD&A be included in the proxy statement for the company’s 2018 annual meeting of shareholders. The current members of the Compensation Committee are set forth below. All members of the Compensation Committee participated in the review, discussions and approval of the CD&A included in this proxy statement and remain as members of the board of directors. ●  Charles R. Williamson, Chairman ●  Mark A. Emmert ●  Nicole W. Piasecki ●  Lawrence A. Selzer 48 WEYERHAEUSER COMPANY EXECUTIVE COMPENSATION COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Messrs. Williamson, Emmert and Selzer and Ms. Piasecki served on the Compensation Committee during 2017, with Mr. Williamson serving as chairman. John I. Kieckhefer, a former director, also served on the Compensation Committee during 2017 until the date of his retirement from the board on May 19, 2017. No person who served on the Compensation Committee during 2017 was an officer of the company or any of its subsidiaries during 2017 or any prior period. No executive officer of the company served as either a member of the Compensation Committee, or as a director of any company for which a member of the Compensation Committee served as an executive officer. RISK ANALYSIS OF OUR COMPENSATION PROGRAMS The Compensation Committee reviews our compensation plans and policies to ensure that they do not encourage unnecessary risk taking and instead encourage behaviors that support sustainable value creation. In 2017, the committee, with the assistance of FW Cook, reviewed the company’s compensation policies and practices for employees, including NEOs, and believes that our compensation programs are not reasonably likely to have a material adverse effect on the company. We believe the following factors reduce the likelihood of excessive risk-taking: ● the program design provides a balanced mix of cash and equity, short-term and long-term incentives, fixed and performance-based pay, and performance metrics;   (t) Upon termination without cause, all unvested RSUs granted to NEOs by Plum Creek and assumed by the Company in the Plum Creek merger● maximum payout levels for incentive awards are forfeited.capped;   (u) Upon termination without cause or for good reason within one year of ● the effective date of the Plum Creek merger vesting is accelerated for all unvested RSUs granted to NEOs by Plum Creek and assumed by the Company in the Plum Creek merger.Compensation Committee has downward discretion over cash incentive program payouts;   (v) Payment of the annual incentive is prorated for days of employment during the performance period and calculated at target performance level.● executive officers are subject to share ownership guidelines; INFORMATION ABOUT SECURITIES AUTHORIZED FOR ISSUANCE UNDER OUR EQUITY COMPENSATION PLANS The following table describes as of December 31, 2016 the number of shares subject to outstanding equity awards under the Company’s 2013 Long-Term Incentive Plan (the “2013 Plan”), 2004 Long-Term Incentive Plan (the “2004 Plan”) and 1998 Long-Term Incentive Compensation Plan (the “1998 Plan”), and the weighted average exercise price of outstanding stock options and stock appreciation rights. Weyerhaeuser’s shareholders adopted the 2013 Plan at the 2013 annual meeting of shareholders. The 2013 Plan replaced the 2004 Plan and 1998 Plan and no further awards will be granted under either the 2004 Plan or 1998 Plan. The following table shows the number of shares available for future issuance under the 2013 Plan.      Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (A)     Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (B)     Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected In Column (A)) (C)   Equity compensation plans approved by security holders (1)     17,440,704     $ 21.58       21,646,924   Equity compensation plans not approved by security holders     —         —         —     Total     17,440,704     $ 21.58       21,646.924     (1) Includes 1,582,831 restricted stock units● compliance and 760,650ethical behaviors are integral factors considered in all performance share units. Because there is no exercise price associated with restricted stock units and performance share units, excluding these stock units the weighted average price calculation would be $24.93.assessments; ● the company has adopted policies prohibiting hedging and pledging by executives and directors; and ● the company has adopted a “clawback” policy. CEO PAY RATIO Our CEO to median employee pay ratio is calculated in accordance with SEC rules and requirements. We identified the median employee by examining the 2017 total taxable compensation for all individuals, excluding our CEO, who were employed by us on December 31, 2017. We excluded only our Japanese employees because they represent less than 5% of our total employee population, and included all other employees employed with us on that date, whether employed on a full or part time basis, or seasonally. After excluding our 12 employees in Japan, our pay ratio was based on 9,319 of our 9,331 total number of employees. We did not make any assumptions, adjustments, or estimates with respect to total taxable compensation other than to exclude certainpre-tax deductions relating to health care expense, and we did not annualize the compensation for any permanent (full-time or part-time) employees that were not employed by us for all of 2017. We believe our use of total taxable compensation for these employees was appropriate because taxable income is a consistently applied compensation measure and the information is reasonably ascertainable. After identifying the median employee based on total taxable compensation, we calculated the employee’s annual total compensation using the same methodology we use for our named executive officers as set forth in the 2017 Summary Compensation Table. Based on this information, we estimate that the total annual compensation of our median employee for 2017 is $75,893. As reported in the Summary Compensation Table, the annual total compensation for our CEO for 2017 is $11,447,707. As a result, we estimate that our 2017 CEO to median employee pay ratio is 151:1. SEC rules for identifying the median employee and determining the CEO pay ratio permit companies to employ a wide range of methodologies, estimates and assumptions. As a result, the CEO pay ratios reported by other companies are likely not comparable to our CEO pay ratio. 2018 ANNUAL MEETING & PROXY STATEMENT 49   ITEM 2—PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS We are asking our shareholders to indicate their support for our NEOs’ compensation as described in this proxy statement. This proposal, commonly known as a“say-on-pay” proposal, gives our shareholders the opportunity to express their views on our NEOs’ compensation. Our executives, including our NEOs, are critical to our success. That is why we design our executive compensation program to attract, retain and motivate superior executive talent. At the same time, we design our executive compensation program to focus on shareholders’ interests and sustainable long-term performance. We do this by making a significant portion of our NEOs’ compensation contingent on reaching specific short- and long-term performance measures. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement. Accordingly, we ask our shareholders to vote “FOR” the following resolution at the 2017 Annual Meeting: “RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers as disclosed in the Company’s Proxy Statement for the 2017 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2016 Summary Compensation Table and the other related tables and disclosures.” Thissay-on-pay vote is advisory and therefore will not be binding on the Company, the Compensation Committee or our board of directors. However, our board of directors and our Compensation Committee value the opinions of our shareholders and to the extent there is any significant vote against the NEOs’ compensation as disclosed in this proxy statement, we will consider our shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. The board of directors recommends that shareholders vote “FOR” this advisory proposal to approve the compensation of our named executive officers. ITEM 3—PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS The Dodd-Frank Act enables our shareholders to indicate how frequently we should seek an advisory vote on the compensation of our named executive officers, as disclosed pursuant to the SEC’s compensation disclosure rules, such as Proposal 2 included on page 62 of this proxy statement. By voting on this Proposal 3, shareholders may indicate whether they would prefer an advisory vote on named executive officer compensation once every one, two, or three years. The Company’s shareholders currently consider the advisory vote on executive compensation each year. After careful consideration, our board of directors has determined that it is still the most appropriate alternative for the Company. Therefore our board of directors recommends that you vote for aone-year interval for the advisory vote on executive compensation. In formulating its recommendation, our board of directors considered that an annual advisory vote on executive compensation will allow our shareholders to provide us every year with their views on our compensation philosophy, policies and practices as disclosed in the proxy statement. Additionally, an annual advisory vote on executive compensation is consistent with our policy of seeking the views of, and engaging in discussions with, our shareholders on corporate governance matters and our executive compensation philosophy, policies and practices. We understand that our shareholders may have different views as to what is the best approach to soliciting views on the Company’s executive compensation programs and practices, and we look forward to hearing from our shareholders on this Proposal. You may vote for your preferred voting frequency by choosing the option of one year, two years or three years, or you may abstain from voting, in response to the resolution set forth below. “RESOLVED, that the option of once every one year, two years, or three years that receives the highest number of votes cast for this resolution will be determined to be the preferred frequency with which the Company is to hold a shareholder vote to approve the compensation of the named executive officers, as disclosed pursuant to the Securities and Exchange Commission’s compensation disclosure rules (which disclosure will include the Compensation Discussion and Analysis, the Summary Compensation Table, and the other related tables and disclosure).” The option of one year, two years or three years that receives the highest number of votes cast by shareholders will be the frequency for the advisory vote on executive compensation that has been selected by shareholders. However, because this vote is advisory and not binding on the board of directors or the Company in any way, the board may decide that it is in the best interests of our shareholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option approved by our shareholders. The board of directors recommends that shareholders vote for the option of “One Year” on this advisory proposal to approve the frequency with which shareholders are asked to vote, on an advisory basis, the compensation of our named executive officers. ITEM 4—3. RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   The firm of KPMG LLP, an independent registered public accounting firm, audited the financial statements and internal control over financial reporting of the Companycompany and its subsidiaries for 20162017 and has been selected to do so for 2017.2018. Representatives of KPMG LLP are expected to be present at the annual meeting, will be able to make a statement or speak if they wish to do so, and will be available to answer appropriate questions from shareholders. Selection of the company’s independent registered public accounting firm is not required to be submitted to a vote of the shareholders of the company for ratification. However, the board of directors is submitting this matter to the shareholders as a matter of good corporate governance. If the shareholders fail to vote on an advisory basis in favor of the selection, the Audit Committee will reconsider whether to retain KPMG LLP, and may retain that firm or another withoutre-submitting the matter to the company’s shareholders. Even if shareholders vote on an advisory basis in favor of the appointment, the Audit Committee may, in its discretion, direct the appointment of different independent auditors at any time during the year if it determines that such a change would be in the best interests of the company and the shareholders. The Companycompany was billed for professional services provided during 20162017 and 20152016 by KPMG LLP in the amounts set out in the following table:   Services Provided   Fee Amount 2016   Fee Amount 2015      Fee Amount 2017      Fee Amount 2016   Audit Fees (1)   $ 8,476,000     $ 5,164,200        $   4,946,500          $   8,476,000     Audit Related Fees (2)   $ 3,788,000     $ 714,800        $   177,600          $   3,788,000     Tax Fees (3)   $ 4,000     $ 5,000        $   79,000          $   4,000     All Other Fees   $ 0     $ 0        $   —            $   —       Total   $ 12,268,000     $ 5,884,000        $   5,203,100          $   12,268,000       (1) Audit Fees, including those for statutory audits and audits of the Company’scompany’s joint ventures, for 20152016 and 20162017 include the aggregate fees for the fiscal years ended December 31, 2016 and December 31, 2015,2017, for professional services rendered by KPMG for the audit of the Company’scompany’s annual financial statements, and review of financial statements included in the Company’scompany’s Form10-K and Forms10-Q. Audit Fees include fees for the audit of the Company’scompany’s internal control over financial reporting. Audit Fees for 2016 include $2,020,000 for audit services related to the Plum Creek merger and regulatory filings made by the Companycompany in connection with the merger.   (2) Audit Related Fees for 20152016 and 20162017 include fees for services rendered in support of employee benefit plan audits. Audit Related Fees for 2016 include $3,555,000 for services rendered in support of three separate transactions constituting the divestiture of the Company’scompany’s Cellulose Fibers business.   (3) Tax Fees for 20152016 and 20162017 include fees for tax return preparation and related services. The Audit Committee of the board of directors is directly responsible for the selection, appointment, compensation, retention, oversight and termination of our independent registered public accountants. The Audit Committeecommittee has adopted a policy that it is required to approve the audit andnon-audit services to be performed by the independent registered public accounting firm in order to assure that the provision of such services does not impair the auditor’s independence. All services, engagement terms, conditions and fees, as well as changes in such terms, conditions and fees must be approved by the committee in advance. The Audit Committee will annually reviewreviews and approveapproves services that mayto be provided by the independent auditor during the next year and will reviserevises the list of approved services from time to time based on subsequent determinations. The committee believesis of the general view that the independent auditor can provide tax services to the Companycompany, such as tax compliance, tax planning and taxtechnical advice, without impairing the auditor’s independence, butindependence. However, the committee will not permit the retention ofretain the independent auditor in connection with afor services relating to any transaction initially recommended by the auditor. The authority to approve services may be delegated by the committee to one or more of its members and the committee may delegate to management the authority to approve certain specified audit related services up to a limited amount of fees. If authority to approve services has been delegated to a committee member or management, any such approval of services must be reported to the committee at its next scheduled meeting and approved by the committee (or by one or more members of the committee, if authorized). During fiscal 2016 and 2015, 0.31% and 1.26%, respectively, of total feesFees paid to KPMG LLP relatedrelating tonon-audit services (tax and all other fees). during 2017 and 2016 were 1.5% and 0.31%, respectively, of total fees. The Audit Committee has considered the services rendered by KPMG LLP for services other than the audit of the Company’scompany’s financial statements in 20162017 and has determined that the provision of these services is compatible with maintaining the firm’s independence. Selection of the Company’s independent registered public accounting firm is not required to be submitted to a vote of the shareholders of the Company for ratification. However, the board of directors is submitting this matter to the shareholders as a matter of good corporate governance. If the shareholders fail to vote on an advisory basis in favor of the selection, the Audit Committee will reconsider whether to retain KPMG LLP, and may retain that firm or another without re-submitting the matter to the Company’s shareholders. Even if shareholders vote on an advisory basis in favor of the appointment, the Audit Committee may, in its discretion, direct the appointment of different independent auditors at any time during the year if it determines that such a change would be in the best interests of the Company and the shareholders.   The board of directors recommends that shareholders vote “FOR” the ratification of the appointment of KPMG LLP as Weyerhaeuser’s independent registered public accounting firm for 2017. REVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS POLICY The board of directors recognizes that related party transactions can present a heightened risk of potential or actual conflicts of interest and may create the appearance that Company decisions are based on considerations other than the best interests of the Company and its shareholders. As a result, the board prefers to avoid related party transactions. However, the board recognizes that there are situations where related party transactions may be in, or may not be inconsistent with, the best interests of the Company and its shareholders. For example, this would be true if the Company would be able to obtain products or services of a nature, quality or quantity on terms that are not readily available from other sources, or when the Company provides products or services to related persons on anarm’s-length basis and on the same kind of terms provided to unrelated third parties. As a result, the board has delegated to the Audit Committee the responsibility to review related party transactions. The committee has the authority to approve a related party transaction if the committee determines that the transaction is on terms that are not inconsistent with the best interest of the Company and its shareholders. shareholders vote“FOR” the ratification of the appointment of KPMG LLP as Weyerhaeuser’s independent registered public accounting firm for 2018.   RELATED PARTY TRANSACTIONS The board has defined related party transactions as any arrangement or relationship with the Company when the amount of the transaction or the amount of combined similar transactions is greater than $120,000 and when a related person has a direct or indirect material interest. A related person is anyone who is:   ●50   a director or executive officer of the Company;WEYERHAEUSER COMPANY ●   a shareholder who beneficially owns more than 5% of the Company’s stock; ● an immediate family member of any of the Company’s directors or executive officers; or ● a company or charitable organization or entity in which any of these persons has a role similar to that of an officer or general partner or beneficially owns 10% or more of the entity. APPROVAL AND CONTINUING REVIEW A director or executive officer who is a related person or has a family member who is a related person must inform the Company’s Corporate Secretary about any proposed related party transaction and give the Corporate Secretary all the facts and circumstances of the proposed transaction. If the Corporate Secretary investigates and determines the transaction would be a related party transaction, the transaction is brought to the Audit Committee for review. The committee reviews all the facts and circumstances of each related party transaction, including the potential effect on a director’s independence if the Company enters into a transaction where a director has an interest. The committee approves the transaction only if it decides that the transaction is not inconsistent with the best interests of the Company and its shareholders. If a member of the Audit Committee is a related person in connection with a proposed related party transaction, the transaction is reviewed only by the disinterested members of the committee. If multiple members of the committee, including the chair of the committee, are relevant related persons, the disinterested members of the board of directors review the transaction rather than the committee. If the Company or any related person becomes aware of a related party transaction that has not been previously approved or ratified under the Company’s related party transaction policies and procedures, it should promptly submit the transaction to the Audit Committee for consideration. The committee evaluates the transaction using the same process and standards it would use to approve a transaction before it is entered into. The committee decides whether to ratify the transaction or require an amendment of the terms of the transaction or to terminate the transaction. At its first meeting each year, the committee also reviews any ongoing related party transaction in which the amount of the transaction is still greater than $120,000. The committee decides if the transaction is still in the best interests of the Company or if the transaction should be modified or terminated. The chair of the Audit Committee has the authority to approve transactions on behalf of the committee in between committee meetings if it is not practical to wait until the next committee meeting for a review. Any related party transaction approved by the chair of the committee between meetings must be reported to the committee at the next meeting. Material related party transactions that are approved by the committee must be reported to the board of directors at the next meeting of the board.     AUDIT COMMITTEE REPORT The Audit Committee is comprised of independent directors as defined by the rules of the New York Stock Exchange (“NYSE”). The board of directors has determined that all Audit Committee members are financially literate in accordance with NYSE listing standards. D. Michael Steuert is an “audit committee financial expert” within the meaning of SEC regulations and NYSE listing standards. No Audit Committee member received any payments in 2016 from the Company other than compensation for service as a director. The Audit Committee acts under a written charter. The current charter for the Audit Committee can be found on the Company’s website at www.weyerhaeuser.comunder “Investors” at the top of the page, “Corporate Governance” and then “Committee Charters and Composition.” If you would like a paper copy, you may request one by writing Weyerhaeuser Company, Attention: Corporate Secretary, 220 Occidental Avenue South, Seattle, WA 98104 or by sending an email toCorporateSecretary@Weyerhaeuser.com. Management is responsible for the Company’scompany’s internal controls and the financial reporting process. KPMG LLP is responsible for performing an independent audit of the Company’scompany’s consolidated financial statements in accordance with generally accepted auditing standards and for issuing audit reports on the consolidated financial statements and the assessment of the effectiveness of internal control over financial reporting. The committee’sAudit Committee’s responsibility is to monitor and oversee these processes on behalf of the board of directors. In this context,discharging its responsibility for the committee has discussed with KPMG LLP the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as amended. In addition, the committee has received the written disclosures and the letter from the independent auditors required by Rule 3526, Communication with Audit Committee Concerning Independence, and has reviewed, evaluated and discussed with that firm the written report and its independence from the Company. The committee discusses with the Company’s internal and independent auditors the overall scope and plans for their respective audits. The committee meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations, the evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting. The committee also has reviewed and discussed the audited financial statements with management. Based on the reviews and discussions described above, the committee recommended to the board of directors that the audited financial statements and assessment of internal control over financial reporting be included in the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 2016. The committee has selected KPMG LLP as the Company’s independent registered public accounting firm for 2017.2017: ● The Audit Committee has reviewed and discussed the audited financial statements of the company with management. ● The Audit Committee has discussed with KPMG LLP the matters required to be discussed by Auditing Standard No. 1301,Communications with Audit Committees, as amended. ● The Audit Committee has received the written disclosures and the letter from KPMG LLP required by the Public Company Accounting Oversight Board regarding KPMG’s communications with the Audit Committee concerning independence, and has reviewed, evaluated and discussed with that firm the written report and its independence from the company. ● Based on the foregoing reviews and discussions, the Audit Committee recommended to the board of directors that the audited financial statements and assessment of internal control over financial reporting be included in the company’s Annual Report on Form10-K for the fiscal year ended December 31, 2017. The current members of the Audit Committee are set forth below.   ●  D. Michael Steuert, ChairmanSara Grootwassink Lewis, Chair    ●  D. Michael Steuert ●  John F. Morgan Sr. ● Marc F. Racicot ●  Kim Williams ●  Sara Grootwassink LewisMarc F. Racicot      2018 ANNUAL MEETING & PROXY STATEMENT 51    PROXY SOLICITATION EXPENSES All expenses of soliciting proxies, including clerical work, printing and postage, will be paid by the Company. Proxies may be solicited personally, or by telephone, mail, email, or the Internet, by employees or directors of the Company, but the Company will not pay any compensation for such solicitations. The Company expects to pay fees of approximately $15,000 for assistance by Innisfree M&A Incorporated in the solicitation of proxies. In addition, the Company will reimburse brokers, banks and other persons holding shares in their names or in the names of nominees for their expenses for sending material to principals and obtaining their proxies.     SHAREHOLDER RIGHTS PLAN POLICYSTOCK INFORMATION BENEFICIAL OWNERSHIP OF COMMON SHARES Beneficial Ownership of Directors and Named Executive Officers The following table shows, as of February 28, 2018, the number of common shares beneficially owned by each current director and named executive officer, and by all current directors and all executive officers as a group, as well as the number of common stock equivalent units owned by each current director and named executive officer and by all current directors and all executive officers as a group under the company’s deferred compensation plans. Percentages of total beneficial ownership have been calculated based upon 756,630,156 shares, which was the total number of common shares outstanding as of February 28, 2018. Name of Individual or Identity of Group        Voting and or Dispositive Powers (number of common  shares) (1)(2)(3)(4)(5)(6)(7)      Percent of Class (common shares)      Common Stock   Equivalent Units   (8)     Adrian M. Blocker                182,815                    *                    —           Mark A. Emmert                14,198                    *                    22,596         Russell S. Hagen                127,351                    *                    —           Rick R. Holley                549,228                    *                    6,239         Rhonda D. Hunter                133,740                    *                    16,946         James A. Kilberg                75,541                    *                    —           Sara Grootwassink Lewis                12,406                    *                    15,212         John F. Morgan Sr.                44,138                    *                    —           Nicole W. Piasecki                198,326                    *                    61,277         Marc F. Racicot                31,140                    *                    —           Lawrence A. Selzer                24,740                    *                    —           Doyle R. Simons                1,052,905                    *                    13,978         D. Michael Steuert                18,972                    *                    64,363         Kim Williams                23,329                    *                    62,359         Charles R. Williamson                31,866                    *                    146,474         Directors and executive officers as a group (17 persons)                2,622,736                    *                    397,646       * Denotes amount is less than 1% (1) Includes the number of shares that could be acquired within 60 days after February 28, 2018 pursuant to outstanding stock options, as follows: Mr. Blocker, 136,146 shares; Mr. Hagen, 52,800 shares; Ms. Hunter, 83,417 shares; Mr. Simons, 755,525 shares; and of the executive officers as a group, 1,123,365 shares. (2) For all executive officers as a group, includes a total of 2,198 shares representing the number of RSUs that vest within 60 days after February 28, 2018. (3) For all executive officers as a group, includes a total of 4,355 shares representing the number of PSUs that vest within 60 days after February 28, 2018. (4) Includes 148,754 shares for which Ms. Piasecki shares voting and dispositive powers with one or more other persons. (5) Beneficial ownership of the common shares is disclaimed by certain of the persons listed as follows: Ms. Piasecki, 155,648 shares. (6) Includes RSUs granted to the directors May 19, 2017 that will vest and be payable on May 19, 2018 in shares of the company’s common stock, together with dividends credited to those shares as of December 15, 2017, as follows: Mr. Emmert, 4,376 shares; Mr. Morgan, 4,376 shares; Ms. Piasecki, 4,376 shares; Mr. Racicot, 4,376 shares; Mr. Selzer, 4,376 shares; Mr. Steuert, 4,376 shares; Ms. Williams, 4,376 shares; and Mr. Williamson, 4,376 shares. (7) Amount shown for Ms. Grootwassink Lewis excludes 7,987 shares of common stock that she deferred under the Plum Creek Deferral Plan, for which Ms. Grootwassink Lewis does not have voting or dispositive power. Ms. Grootwassink Lewis maintains an economic and pecuniary interest in these shares. (8) Common stock equivalent units held as of February 28, 2018 under the Fee Deferral Plan for Directors or under the Incentive Compensation Plan for Executive Officers. The common stock equivalent units will be repaid to the director at the end of the deferral period in the form of shares of company common stock and to the executive officer at the end of the deferral period in the form of cash. 52 WEYERHAEUSER COMPANY STOCK INFORMATION   In 2004, the board Beneficial Ownership of directors adopted a shareholder rights plan policy. The policy provides that the board must obtain shareholder approval prior to adopting any shareholder rights plan. However, the board may act on its own to adopt a shareholder rights plan if a majorityOwners of More Than 5% of the independentCompany’s Common Shares The following table shows the number of common shares held by persons known to the company to beneficially own more than 5% of its outstanding common shares. Name and Address of Beneficial Owner        Amount and Nature of Beneficial Ownership       Percent of Class  (common shares)        BlackRock, Inc.   55 East 52nd Street New York, NY 10022              50,358,161   (1)           6.70   % The Vanguard Group   100 Vanguard Blvd.     Malvern, PA 19355            51,702,388   (2)           6.84   % (1) Based on a Schedule 13G/A dated January 23, 2018 in which BlackRock, Inc. reported that as of December 31, 2017 it had sole voting power over 44,291,774 shares and sole dispositive power over 50,358,161 shares. (2) Based on a Schedule 13G/A dated February 7, 2018 in which The Vanguard Group reported that as of December 31, 2017 it had sole voting power over 1,056,016 shares, shared voting power over 166,711 shares, sole dispositive power over 50,511,684 shares and shared dispositive power over 1,190,704 shares. SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires the company’s directors exercisingand certain of its officers to file reports of their fiduciary dutiesownership of company stock, and of changes in such ownership, with the SEC and the NYSE. Based solely on the company’s review of the copies of such reports in its possession and written representations from its directors and such officers, the company believes that all of its directors and officers filed all such reports on a timely basis with respect to transactions during 2017. INFORMATION ABOUT SECURITIES AUTHORIZED FOR ISSUANCE UNDER OUR EQUITY COMPENSATION PLANS The following table describes as of December 31, 2017 the number of shares subject to outstanding equity awards under Washington law, determine that such submission tothe company’s 2013 Long-Term Incentive Plan, 2004 Long-Term Incentive Plan and 1998 Long-Term Incentive Compensation Plan, and the weighted average exercise price of outstanding stock options and stock appreciation rights. The 2013 Plan was approved by shareholders would not be inat the best interests2013 annual meeting of shareholders and replaces the 2004 Plan and 1998 Plan, under which no further awards may be granted. The following table shows the number of shares available for future issuance under the circumstances.2013 Plan.        Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (A)      Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (B)        Number of   Securities   Remaining Available   For Future Issuance   Under Equity   Compensation Plans   (Excluding   Securities Reflected   In Column (A)) (C)       Equity compensation plans approved by security holders (1)            11,232,881                                  $   21.21                                      21,092,207       Equity compensation plans not approved by security holders            —                —                                        —         Total                11,232,881                                       $     21.21                                             21,092,207       (1) Includes 1,509,474 restricted stock units and 965,347 performance share units. Because there is no exercise price associated with restricted stock units and performance share units, excluding these stock units the weighted average price calculation would be $26.38. 2018 ANNUAL MEETING & PROXY STATEMENT 53 STOCK INFORMATION FUTURE SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS We anticipate that our 20182019 annual meeting of shareholders will be held on May 18, 2018.17, 2019. Shareholders who wish to present proposals in accordance with SEC Rule14a-8 for inclusion in the Company’scompany’s proxy materials to be distributed in connection with our 20182019 annual meeting must submit their proposals so they are received by the Corporate Secretary at the Company’scompany’s executive offices no later than the close of business on December 7, 2017.6, 2018. To be in proper form, a shareholder proposal must meet all applicable requirements of SEC Rule14a-8. Simply submitting a proposal does not guarantee that it will be included. The Company’sOur Bylaws provide that a shareholder may bring business before our annual meeting if it is appropriate for consideration at an annual meeting and is properly presented for consideration. If a shareholder wishes to bring business at a meeting for consideration under the Bylaws rather than under the SEC rules, the shareholder must give the Corporate Secretary written notice of the shareholder’s intent to do so. The notice must be delivered to the Corporate Secretary no later than 90 days and no earlier than 120 days before the meeting date. However, if the Companycompany sends notice or discloses the date of the meeting fewer than 100 days before the date of the meeting, the shareholder must deliver the notice to the Corporate Secretary no later than the close of business on the tenth day following the day on which the notice of meeting date was mailed or publicly disclosed, whichever occurs first. To be in proper form, the notice must include specific information as described in our Bylaws. The Company’scompany’s Bylaws also establish procedures for shareholder nominations for elections of directors of the Company.company. Any shareholder entitled to vote in the election of directors may nominate one or more persons for election as directors. The nomination will be effective only if the shareholder delivers written notice of the shareholder’s intent to make a nomination to the Corporate Secretary no later than 90 days or earlier than 120 days prior to the meeting. However, if the Companycompany sends notice or discloses the date of the meeting fewer than 100 days before the date of the meeting, the shareholder must deliver the notice to the Corporate Secretary no later than the close of business on the tenth day following the day on which the notice of meeting date was mailed or publicly disclosed, whichever occurs first. To be in proper form, a shareholder’s notice must include specific information concerning the proposal or the nominee as described in our Bylaws and in SEC rules. In addition, to be eligible to be a nominee for director, the person must be able to make certain agreements with the Companycompany as described in our Bylaws. A shareholder who wishes to submit a proposal or a nomination is encouraged to consult independent counsel about our Bylaws and SEC requirements. The Companycompany reserves the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with our Bylaws or SEC or other applicable requirements for submitting a proposal or nomination. Notices of intention to present proposals at the annual meeting should be addressed to Kristy T. Harlan, Senior Vice President, General Counsel and Corporate Secretary, Weyerhaeuser Company, 220 Occidental Avenue South, Seattle, WA 98104. Shareholders may obtain a copy of our Bylaws from our Corporate Secretary at the same address. Our Bylaws are also available on our web site atwww.weyerhaeuser.com under “Investors” at the top of the page, then Corporate“Corporate Governance” and then “Policies and& Documents”. For 54 WEYERHAEUSER COMPANY INFORMATION ABOUT THE MEETING ATTENDING THE ANNUAL MEETING Time and Location Weyerhaeuser’s Annual Meeting of Shareholders will take place on Friday, May 18, 2018, beginning at 9:00 a.m., at the Embassy Suites—Pioneer Square, 255 South King Street, Seattle, WA 98104. A map and directions to the meeting are provided on the back cover of the accompanying proxy statement. To reduce costs and conserve resources, we are sending to the majority of our shareholders a Notice Regarding the Availability of Proxy Materials (“Meeting Notice”) in lieu of a paper copy of our proxy materials. The Meeting Notice contains instructions to: ● electronically access our proxy statement and our 2017 Annual Report to Shareholders and Form10-K; ● vote via the internet or by mail; and ● receive a paper copy of our proxy materials by mail, if desired. Admission All shareholders are invited to attend the annual meeting. Please note that banners, placards, signs, literature for distribution, cameras, recording equipment, electronic devices, large bags, briefcases or packages will not be permitted in the annual meeting. To be admitted, you will need acceptable photo identification and proof of your share ownership, as follows: Shareholders of Record.Shareholders of record (i.e., shares are registered in the shareholder’s name with the company’s transfer agent), may establish share ownership by presenting a copy of their Meeting Notice or, for shareholders who elect to receive paper copies of the proxy materials, a copy of their admission ticket included with the proxy materials. Beneficial Shareholders. Beneficial shareholders (i.e., shares held through a broker, bank or other holder of record) may establish their share ownership by providing either their Meeting Notice or a copy of their brokerage or other account statement. Special Accommodations If you require special accommodation due to a disability, please contact our Corporate Secretary prior to the meeting to indicate the accommodations that you will need. You may do so by writing to Weyerhaeuser Company, Attention: Corporate Secretary, 220 Occidental Avenue South, Seattle, WA 98104 or sending an email toCorporateSecretary@weyerhaeuser.com. VOTING MATTERS Proxy Information On or about April 5, 2018, we began distributing to each shareholder entitled to vote at the annual meeting either (i) the Meeting Notice or (ii) this proxy statement, a proxy card and our 2017 Annual Report. Shares represented by a properly executed and timely received proxy will be voted in accordance with instructions provided by the shareholder. If a properly executed and timely received proxy contains no specific voting instructions, the shares represented by any such proxy will be voted in accordance with the recommendations of the board of directors. Proxies are solicited by the board of directors of the company. Kristy T. HarlanShareholders Entitled to Vote Senior Vice President,Common shareholders of record at the close of business on the record date of March 23, 2018 are eligible to vote at the annual shareholders meeting. On that date, 756,676,379 common shares were outstanding. Each common share entitles the holder to one vote on the items of business to be considered at the annual meeting. General CounselVote Required for Items of Business The presence, in person or by proxy, of holders of a majority of Weyerhaeuser’s outstanding common shares is required to constitute a quorum for the transaction of business at the annual meeting. Abstentions and “brokernon-votes” (explained below) are counted for purposes of determining the presence or absence of a quorum. Under Washington law and the company’s Articles of Incorporation and Bylaws, if a quorum is present at the meeting: ● Item 1—nominees for election as directors will be elected to the board of directors if the votes cast “for” each such nominee exceed the votes cast “against” the nominee; ● Item 2—the advisory vote on the compensation of the named executive officers disclosed in the proxy statement will be approved if the votes cast “for” the proposal exceed the votes cast “against” the proposal; and 2018 ANNUAL MEETING & PROXY STATEMENT 55 INFORMATION ABOUT THE MEETING ● Item 3—ratification of the selection of KPMG LLP as our independent registered public accounting firm for 2018 will be approved if the votes cast “for” the proposal exceed the votes cast “against” the proposal. Abstentions and BrokerNon-Votes Votes to abstain, “brokernon-votes” (explained below) and failure to cast a vote are not considered “votes cast” and will therefore haveno effect on the voting outcome of any item of business at the meeting. A “brokernon-vote” occurs on an item of business when a registered shareholder does not vote its client’s shares on the item, but votes on another matter presented at the meeting. This typically occurs when the registered shareholder (usually a broker or bank) has either voting instructions from its client or discretionary voting authority under NYSE rules to vote on one item of business and not on other items. Brokers and other share custodians do not have discretion to vote onnon-routine matters unless the beneficial owner of the shares has given explicit voting instructions. Consequently, if you do not give your broker or share custodian explicit voting instructions, your shares will not be voted on the election of directors or the advisory vote on executive compensation, and your shares will instead be considered “brokernon-votes” on each such item. The ratification of the selection of KPMG LLP as our independent registered public accounting firm for 2018 is considered a routine matter and, as such, your broker or share custodian of record is entitled to vote your shares on such proposal in its discretion if you do not provide voting instructions on that item. Options for Casting Your Vote You may vote your common shares in one of several ways, depending upon how you own your shares. If you are ashareholder of record, you can vote any one of four ways: ● Voting on the Internet. Go to www.envisionreports.com/WY and follow the instructions. You will need to have your control number (from your Meeting Notice or proxy card) with you when you go to the website. ● Voting by Telephone. Call the toll-free number listed on the voting website (www.envisionreports.com/WY) or your proxy card and follow the instructions. You will need to have your control number with you when you call. ● Voting by Mail. Complete, sign, date and return your proxy card in the envelope provided in advance of the meeting. ● Voting at the Meeting. If you decide to attend the meeting and vote in person, you may complete a ballot and vote at the meeting. If you are abeneficial owner of shares held through a broker, bank or other holder of record, you must follow the voting instructions you receive from the holder of record to vote your shares. Revocation of Proxies Shareholders who execute proxies retain the right to revoke them at any time before the shares are voted by proxy at the meeting. A shareholder may revoke a proxy by delivering a signed statement to our Corporate Secretary at or prior to the annual meeting or by timely executing and delivering, by internet, telephone, mail or in person at the annual meeting, another proxy dated as of a later date. OTHER MATTERS Proxy Solicitation All expenses of soliciting proxies will be paid by the company. Proxies may be solicited personally, or by telephone, mail, email, or the Internet, by employees or directors of the company, but the company will not pay any compensation for such solicitations. The company expects to pay fees of approximately $15,000 for assistance by Innisfree M&A Incorporated in the solicitation of proxies. In addition, the company will reimburse brokers, banks and other persons holding shares as nominees for their expenses related to sending material to their principals and obtaining their proxies. Duplicative Shareholder Mailings Many of our registered and beneficial shareholders hold their shares in multiple accounts or share an address with other shareholders, which results in unnecessary and costly duplicate mailings of our proxy materials to shareholders. You can help us avoid these unnecessary costs as follows: ● Shareholders of Record. If your shares are registered in your own name and you would like to consent to the delivery of a single Meeting Notice, proxy statement or annual report, you may contact our transfer agent, Computershare, by mail at P.O. Box 505000, Louisville, KY 40233, or by telephone at1-800-561-4405. 56 WEYERHAEUSER COMPANY INFORMATION ABOUT THE MEETING ● Beneficial Shareholders. If your shares are held beneficially by a broker, bank or other holder of record, please contact a representative of the holder of record for instructions. ● Right to Request Separate Copies. If you consent to the delivery of a single Meeting Notice, proxy statement or annual report, but later decide that you would prefer to receive a separate copy of any of these materials, please notify Computershare using the contact information above if you are a registered shareholder of record, or contact your broker, bank, or other holder of record if you are a beneficial shareholder. Incorporation by Reference According to the provisions of Schedule 14A under the Securities Exchange Act of 1934, the information set forth in the following section of our annual report on Form 10-K is incorporated into this proxy statement by reference: “Executive Officers of the Registrant” from Part I of the company’s Annual Report on Form10-K for the year ended December 31, 2017, as filed with the SEC on February 16, 2018. 2017 Annual Report to Shareholders This proxy statement has been preceded or accompanied by the company’s 2017 Annual Report, and these materials are also available at www.edocumentview.com/WY. The 2017 Annual Report contains audited financial statements and other information about the company. Except for those pages specifically incorporated into this proxy statement, such report is not to be deemed a part of the proxy soliciting material. Annual Report on Form 10-K We will provide without charge to each person solicited pursuant to this proxy statement, upon the written request of any such person, a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, including the financial statements and the financial statement schedules, required to be filed with the SEC, or any exhibit thereto. Requests should be in writing and addressed to the attention of: Investor Relations, 220 Occidental Avenue South, Seattle, Washington 98104. Alternatively, you can order a hard copy by visiting our website at www.weyerhaeuser.com and clicking on “Investors” at the top of the page, then “FAQ”, and then “How can I get a copy of the most recent annual report”. April 6, 2017Other Business In the event that any matter not described herein is properly presented for a shareholder vote at the annual meeting, or any adjournment thereof, the persons named in the form of proxy will vote in accordance with their best judgment. At the time this proxy statement went to press, the company knew of no other matters that might be presented for shareholder action at the annual meeting.   2018 ANNUAL MEETING & PROXY STATEMENT 57   APPENDIX A RECONCILIATION OFNON-GAAP PERFORMANCE MEASURES TO GAAP The table below reconciles Adjusted EBITDA to Net Earnings for each of 2017, 2016, and 2015 and Net Earnings from Continuing Operations to Common Shareholders before Special Items to Net Earnings for the year ended 2016.2017. 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 and special items. Adjusted EBITDA excludes results from joint ventures. Adjusted EBITDA and Net Earnings from Continuing Operations to Common Shareholders before Special Items each exclude items related to an asset impairment charge, expenses related to the Plum Creek merger gainsand integration-related costs; gain on salessale of non-strategic assetstimberlands and certainother nonstrategic assets; environmental remediation insurance recoveries; restructuring, impairments, and other charges; legal expense.expense; product remediation charges and countervailing and anti-dumping duties. These measures should not be considered in isolation from, and are not intended to represent an alternative to, our GAAP results. However, we believe these measures provide meaningful supplemental information for our investors about our operating performance.   DOLLAR AMOUNTS IN MILLIONS DOLLAR AMOUNTS IN MILLIONS      2015        2016        2017     Net Earnings   $ 1,027      $   506          $   1,027          $   582       Earnings from Discontinued Operations, net of Taxes     612   Earnings from discontinued operations, net of income taxes        (95   )           (612   )           —         Earnings from Continuing Operations   $ 415      $   411          $   415          $   582       Interest expense, net of capitalized interest     431          341              431              393       Income taxes     89          (58   )           89              134       Net contribution to earnings   $ 935      $   694          $   935          $   1,109       Equity earnings from joint ventures     (22 )         —                (22   )           (1   )    Non-operating pension and other postretirement benefit costs (credits)        (14   )           (48   )           62       Interest income and other     (43 )         (36   )           (43   )           (39   )    Operating income   $ 870   Operating income from continuing operations    $   644          $   822          $   1,131       Depreciation, depletion and amortization     512          325              512                521           Basis of real estate sold     109          18              109              81       Non-operating pension and postretirement credits     (43 )  Special Items (Before Tax) (1)     135   Unallocated pension service cost        3              5              4       Special Items(Pre-Tax) (1)        35              135              343       Adjusted EBITDA   $ 1,583      $   1,025          $   1,583          $   2,080     �� (1) Special items consist of a $14 million asset impairment charge recorded for certain development projects, $146 million for Plum Creek merger-related costs, and $11 million of legal expense, offset by a $36 million gain on sale ofnon-strategic assets.   Net Earnings   $ 1,027   Earnings from Discontinued Operations     612   Earnings from Continuing Operations   $ 415   Dividends on Preference Shares     (22 )  Net Earnings from Continuing Operations to Common Shareholders   $ 393   Special Items (After Tax) (2)     141   Net Earnings from Continuing Operations to Common Shareholders Before Special Items   $ 534   (2) Special items (after Tax) consist of a $9 million asset impairment charge recorded for certain development projects, $123 million of Plum Creek merger-related costs, $7 million of legal expense, and $24 million of tax adjustments, offset by a $22 million gain on sale ofnon-strategic assets.   (1) Pre-tax special items for 2015 consist of: $14 million for Plum Creek merger-related costs; and $21 million for restructuring, impairment and other charges.Pre-tax special items for 2016 consist of: $14 million for restructuring, impairments, and other charges; $146 million for Plum Creek merger-related costs; $11 million of legal expense; offset by a $36 million gain on sale of non-strategic assets.Pre-tax special items for 2017 consist of: $290 million in product remediation charges; $153 for restructuring, impairment and other charges; $34 million for Plum Creek merger-related costs; $7 million for countervailing and anti-dumping duties on softwood lumber the company sold in the United States; offset by $99 million gain on sale of southern timberlands and other nonstrategic assets and $42 million in environmental remediation insurance recoveries. DOLLAR AMOUNTS IN MILLIONS 2017 Net Earnings $ 582 Special Items (After Tax) (1) 290 Net Earnings Before Special Items $ 872 (1) Special items (after tax) consist of: $180 million in product remediation charges; $151 for restructuring, impairment and other charges; $52 million for tax adjustments, including the effect of newly-enacted tax legislation; $27 million for Plum Creek merger-related costs; $5 million for countervailing and anti-dumping duties on softwood lumber the company sold in the United States; offset by $99 million gain on sale of southern timberlands and other nonstrategic assets and $26 million in environmental remediation insurance recoveries. 2018 ANNUAL MEETING & PROXY STATEMENT A-1 HOTEL ADDRESS: Courtyard by Marriott, Embassy Suites — Pioneer Square 612 2nd Avenue 255 S King St Seattle, WashingtonWA 98104 N HOTEL ADDRESS: Embassy Suites — Pioneer Square 255 S E W King St Seattle, WA 98104 DIRECTIONS: FromI-5 North Bound: Take exit 164A164B for DearbornEdgar Martinez Drive. Merge on to Edgar Martinez Drive South and follow past Safeco Field (Edgar Martinez Drive South becomes Atlantic St. toward James St./Madison St. Keep left to continue toward James St. Keep right, follow signs for James St. Turn left onto James St. ). Turn right at the 3rd cross street onto 4thon 1st Ave. South. Turn left onto Columbiaright on South King St. Turn left onto 2nd Ave. Hotel entrance will be on your right. FromI-5 South Bound: Take exit 165A toward James St. Merge ontoon to 6th Ave. Turnand continue with a slight right onto Jamesjust past Jefferson St. Turn right on South Jackson St. Make a left on 2nd Ave. South and at the 2nd cross street onto 4th Ave. Turnnext block make a left onto Columbiaon South King St. Turn left onto 2nd Ave. 5 5th Ave 1st Ave Olive Way Convention Center Freeway Park Union St Seneca St Madison St 6th Ave 4th Ave 3rd Ave 2nd Ave 1st Ave Columbia St Cherry St James St 5 90 Columbia St Cherry St James St 1st Ave 2nd Ave Courtyard by Marriott, Pioneer Square 3rd Ave 4th Ave SUSTAINABLE FORESTRY INITIATIVE Certified Sourcing www.sfiprogram.org SFI-01042 WeyerhaeuserHotel entrance will be on your right.           �� Admission Ticket               IMPORTANT ANNUAL MEETING INFORMATION                         Electronic Voting Instructions             Available 24 hours a day, 7 days a week!             Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.               VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.               Proxies submitted by the Internet or telephone must be received by 11:59 p.m., Eastern Time, on May 18, 201717, 2018 (11:59 p.m., Eastern Time, on May 16, 201715, 2018 for participants under the Benefit Plans).                 Vote by Internet               •   Go tohttp://www.envisionreports.com/WY               •   Or scan the QR code with your smartphone               •   Follow the steps outlined on the secure website               Vote by telephone             •  Call toll free1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone             •  Follow the instructions provided by the recorded message Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.       ☒             Annual Meeting Proxy Card   IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.        A    Proposals —   The Board of Directors recommends a vote “FOR” each of the following nominees for director in proposal 1, and “FOR” proposals 2 and 4, and “1 Year” with respect to proposal 3.     1.   Election of Directors:   For   Against   Abstain     For   Against   Abstain     For   Against   Abstain    1.1 - Mark A. Emmert   ☐   ☐   ☐   1.2 - Rick R. Holley   ☐   ☐   ☐   1.3 - Sara Grootwassink           Lewis   ☐   ☐   ☐    1.4 - John F. Morgan Sr.   ☐   ☐   ☐   1.5 - Nicole W. Piasecki   ☐   ☐   ☐   1.6 - Marc F. Racicot   ☐   ☐   ☐    1.7 - Lawrence A. Selzer   ☐   ☐   ☐   1.8 - Doyle R. Simons   ☐   ☐   ☐   1.9 - D. Michael Steuert   ☐   ☐   ☐   1.10 - Kim Williams   ☐   ☐   ☐   1.11 - Charles R. Williamson   ☐   ☐   ☐                     For     Against     Abstain            1 Year     2 Years     3 Years     Abstain             For     Against     Abstain            For     Against     Abstain   2.   Approval, on an advisory basis, of the compensation of the named executive officers         ☐   ☐   ☐      3.   Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of the named executive officers     ☐   ☐   ☐   ☐   Approval, on an advisory basis, of the compensation of the named executive officers         ☐   ☐   ☐      3.   Ratification of selection of independent registered public accounting firm     ☐   ☐   ☐ 4.   Ratification of selection of independent registered public accounting firm         ☐   ☐   ☐      The proxies are authorized to vote in their discretion upon other matters that may properly come before the meeting. The proxies are authorized to vote in their discretion upon other matters that may properly come before the meeting. The proxies are authorized to vote in their discretion upon other matters that may properly come before the meeting.       B    Non-Voting Items       Change of Address — Please print new address below.       Comments— Please print your comments below.    C    Authorized Signatures —   This section must be completed for your vote to be counted. — Date and Sign Below NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. Date (mm/dd/yyyy) — Please print date below.   Signature 1 — Please keep signature within the box.   Signature 2 — Please keep signature within the box.     /    /             02JHGF02S17B PLEASE NOTE THAT YOU WILL NEED TO PRESENT THE ADMISSION TICKET PROVIDED BELOW TO OBTAIN ADMISSION TO THE ANNUAL MEETING. ACCORDINGLY, THE ADMISSION TICKET SHOULD NOT BE RETURNED WITH THIS PROXY CARD IF YOU VOTE BY MAIL. ADMISSION TICKET            Annual Meeting of Shareholders     Date- May 19, 201718, 2018   Time- 9:00 a.m., Pacific time   Location- The Courtyard by Marriott, PioneerEmbassy Suites-Pioneer Square                      612 2nd Avenue255 South King Street                      Seattle, Washington 98104 ADMITTANCE MAY BE DENIED WITHOUT A TICKET Please present this admission ticket for admittance to the Annual Meeting. If you plan to attend the Annual Meeting in person, do not return this admission ticket with the proxy card if you vote your shares by mail. For security purposes, no banners, placards, signs, literature for distribution or cameras may be taken into the meeting. Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders. The 20172018 Proxy Statement and the 20162017 Annual Report to Shareholders are available at: www.envisionreports.com/WY. IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.       Proxy     ANNUAL MEETING OF SHAREHOLDERS MAY 19, 201718, 2018 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS The undersigned hereby appoints Rick R. Holley, Doyle R. Simons and Kristy T. Harlan, and each of them, with full power to act without the other and with full power of substitution, as proxies to represent and to vote, as directed herein, all sharesnotheld in the Weyerhaeuser 401(k) Plan or Weyerhaeuser Company Limited Investment Growth Plan (each, a “Benefit Plan” and collectively, the “Benefit Plans”) accounts the undersigned is entitled to vote at the annual meeting of shareholders of Weyerhaeuser Company to be held at the Courtyard by Marriott, PioneerEmbassy Suites-Pioneer Square, located at 612 2nd Avenue,255 South King Street, Seattle, Washington, 98104, on Friday, May 19, 2017,18, 2018, at 9:00 a.m., Pacific time, and all adjournments or postponements thereof. Shares will be voted as directed on the reverse side of this proxy card.If the proxy card is signed and returned without specific instructions for voting, the shares will be voted inaccordance with the recommendations of the Board of Directors. If there are shares allocated to the undersigned in one or more of the Benefit Plans, the undersigned hereby directs the plan trustee to vote all full and fractional shares as indicated on the reverse side of this proxy card. The plan trustee must receive your proxy instructions no later than 11:59 p.m., Eastern Time, on May 16, 2017.15, 2018.If the proxy card is signed and returned without specific instructions for voting, the shares will be voted in accordancewith the recommendations of the Board of Directors. However, if (a) the proxy card is returned without a signature, (b) the proxy card is notreturned at all,or (c) the proxy card is received after 11:59 p.m., Eastern Time on May 16, 2017,15, 2018, then in each case the plan trustee will vote in thesame manner and proportion as the Benefit Plan shares for which the plan trustee has received valid voting instructions. (Continued and to be marked, dated and signed, on the other side)