8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

July 23, 2013

(Date of earliest event report)

WEYERHAEUSER COMPANY

(Exact name of registrant as specified in charter)

Washington	1-4825	91-0470860
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

Federal Way, Washington 98063-9777

(Address of principal executive offices)

(zip code)

Registrant’s telephone number, including area code:

(253) 924-2345

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 2.01	Completion of Acquisition of Disposition of Assets
Item 8.01	Other Events
Item 9.01	Financial Statements and Exhibits
SIGNATURES
EXHIBIT 99.1

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On July 23, 2013, Weyerhaeuser Company (“Weyerhaeuser” or the “Company”) completed the acquisition of Longview Timber LLC (“Longview Timber”) pursuant to the Stock Purchase Agreement, dated June 14, 2013, with Longview Timber Holdings, Corp. and certain of its security holders (the “Purchase Agreement”). Pursuant to the Purchase Agreement and other related agreements, the Company acquired, for cash, all of the equity interests in Longview Timber (the “Acquisition”) for an aggregate purchase price of approximately $2.65 billion, which includes the assumption of Longview Timber's debt. The purchase price is subject to post-closing adjustment based on Longview Timber's net working capital and net cash at closing in accordance with the terms of the Purchase Agreement. As at June 30, 2013, an aggregate principal amount of approximately $1.07 billion of fixed and floating rate notes was outstanding under Longview Timber's existing senior secured credit agreement.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on June 17, 2013, and is incorporated herein by reference.

ITEM 8.01. OTHER EVENTS

On July 23, 2013, the Company issued a press release announcing completion of the Acquisition. A copy of the press release is attached as Exhibit 99.1 hereto.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(a)Financial statements of business acquired.

Longview Timber's consolidated financial statements as of June 30, 2013 and December 31, 2012 and for the six month periods ended June 30, 2013 and 2012 will be filed by amendment within 71 calendar days after the date on which this Current Report on Form 8-K must be filed. Longview Timber's audited consolidated financial statements as of and for the fiscal year ended December 31, 2012 and unaudited consolidated financial statements as of March 31, 2013 and December 31, 2012 and for the three month periods ended March 31, 2013 and 2012 were filed on a Current Report on Form 8-K dated June 17, 2013.

(b) Pro forma financial information.

The pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment within 71 calendar days after the date on which this Current Report on Form 8-K must be filed.

(d)    Exhibits

The following item is filed as an exhibit to this report:

99.1 Press Release announcing completion of the Acquisition, dated July 23, 2013

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WEYERHAEUSER COMPANY
By	/s/ Jerald W. Richards
Its:	Chief Accounting Officer

Date: July 24, 2013

EX-99.1

EXHIBIT 99.1

Weyerhaeuser Completes Acquisition of Longview Timber LLC

FEDERAL WAY, Wash. (July 23, 2013) - Weyerhaeuser Company (NYSE: WY) today announced the completion of its acquisition of Longview Timber LLC from affiliates of Brookfield Asset Management.

The acquisition includes approximately 645,000 acres of high-quality timberlands in Washington and Oregon, which expand Weyerhaeuser's timber holdings in the Pacific Northwest by 33 percent to approximately 2.6 million acres. The transaction increases the total amount of U.S. timberlands Weyerhaeuser owns or controls to approximately 6.6 million acres.

“This acquisition is a truly unique opportunity for us to grow our high-value timberlands assets west of the Cascade Mountains,” said Dan Fulton, president and CEO. “This region provides excellent soil and climate conditions for growing Douglas fir, which is a preferred species for many of our customers. We intend to leverage our silviculture, infrastructure, logistics and marketing expertise to realize the full potential of these lands, which are highly complementary to our existing ownership in the area.”

About Weyerhaeuser

Weyerhaeuser Company, one of the world's largest private owners of timberlands, began operations in 1900. We own or control approximately 6.6 million acres of timberlands, primarily in the U.S., and manage another 14 million acres under long-term licenses in Canada. We manage these timberlands on a sustainable basis in compliance with internationally recognized forestry standards. We are also one of the largest manufacturers of wood and cellulose fibers products, and we develop real estate, primarily as a builder of single-family homes. Our company is a real estate investment trust. In 2012, we generated $7.1 billion in sales and employed approximately 13,200 people who serve customers worldwide. We are listed on the Dow Jones World Sustainability Index. Our common stock trades on the New York Stock Exchange under the symbol WY.

Forward-Looking Statements

This news release contains statements concerning the company's future results and performance that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, with respect to any benefits and impacts of the acquisition. Many factors could cause the actual results to differ materially from those projected including, without limitation, as described in the risk factors in our annual report on Form 10-K filed with the SEC on February 19, 2013 and the matters described in our quarterly report on Form 10-Q for the quarter ended March 31, 2013 and filed with the SEC. These forward-looking statements are based on various assumptions and may not be accurate because of risks and uncertainties surrounding these assumptions. The company will not update these forward-looking statements after the date of this news release.