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

June 15, 2016

(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 1.01	Entry into a Material Definitive Agreement
Item 8.01	Other Events
Item 9.01	Financial Statements and Exhibits
SIGNATURES
EXHIBIT 99.1

1.01    Entry into a Material Definitive Agreement

On June 15, 2016, Weyerhaeuser Company, a Washington corporation (the “Company”), announced that Weyerhaeuser NR Company, a Washington corporation and a wholly owned subsidiary of the Company (“Weyerhaeuser NR”), entered into an asset purchase agreement dated as of June 15, 2016 (the “Purchase Agreement”) with Nippon Paper Industries Co., Ltd. (the “Buyer”), pursuant to which Weyerhaeuser NR agreed to sell to the Buyer its Liquid Packaging Board business (the “Business”).

The Business includes, among other things, its liquid paper packaging manufacturing facilities located in Longview, Washington and certain real, personal and intellectual property related to the Business.

Pursuant to the Purchase Agreement, the Buyer agreed to pay to Weyerhaeuser NR US$285 million in cash (the “Purchase Price”), and to assume certain liabilities relating to the Business (the “Assumed Liabilities”).  The Purchase Price is subject to adjustment for any change in working capital of the Business from a specified target amount.  The purchase and sale of the Business and the assumption of the Assumed Liabilities are referred to herein as the “Disposition”.

Weyerhaeuser NR has agreed to certain pre-closing covenants in the Purchase Agreement, including a covenant to conduct the Business in the ordinary course.  Closing of the Disposition is subject to customary closing conditions, including: (1) absence of any material adverse effect on the Business; (2) receipt of required regulatory approvals, including expiration of the waiting period required pursuant to the provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976; and (3) execution and delivery of certain ancillary transaction agreements.  The Disposition is not subject to a financing condition.

The Disposition is expected to close in the third quarter of 2016. The Purchase Agreement permits either party to terminate the Purchase Agreement if the Disposition has not been consummated on or before December 15, 2016 (the “Outside Date”), subject to each party’s right to extend the Outside Date until March 15, 2017 in the event that certain governmental approvals are the only closing conditions that remain to be fulfilled.

The Purchase Agreement contains customary representations and warranties, covenants and indemnities relating to the Disposition.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Purchase Agreement, which is to be filed with the Company’s Form 10-Q for the quarter ended June 30, 2016.  All shareholders of the Company are urged to read the Purchase Agreement carefully and in its entirety when it becomes available because it contains important information not summarized in this current report.  The Purchase Agreement provides information regarding the terms of the Disposition.  It is not intended to provide any other factual information about the Company, Weyerhaeuser NR Company, the Buyer or any of their respective subsidiaries, affiliates or businesses.

The Purchase Agreement contains representations and warranties that Weyerhaeuser NR and the Buyer made to each other as of specific dates.  The assertions embodied in those representations and warranties were made solely for purposes of the contract between the parties to the Purchase Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with

negotiating the terms of the Purchase Agreement.  Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to shareholders, or may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts.  For the foregoing reasons, you should not rely on the representations and warranties as statements of factual information.

Item 8.01    Other Events

On June 15, 2016, the Company issued a press release announcing the Disposition. A copy of the press release is filed as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits

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

Exhibit No.Description

99.1        Press release dated June 15, 2016

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/ Devin W. Stockfish
Name:	Devin W. Stockfish
Its:	Senior Vice President, General Counsel and Corporate Secretary

Date: June 15, 2016

EXHIBIT INDEX

Exhibit

No.                          Description                            

99.1    Press Release dated June 15, 2016

EX-99.1

Exhibit 99.1

Weyerhaeuser to sell Liquid Packaging Board business to Nippon Paper Industries for $285 million in cash

Strategic review of printing papers joint venture is ongoing

FEDERAL WAY, Wash. (June 15, 2016) - Weyerhaeuser Company (NYSE: WY) today announced an agreement to sell its liquid packaging board business to Nippon Paper Industries Co., Ltd. for $285 million in cash. Weyerhaeuser expects to use a substantial portion of the estimated $225 million after-tax proceeds for repayment of debt.

The transaction includes one mill located in Longview, Wash., with an annual capacity of 280,000 tons.

This announcement concludes a portion of the strategic review of the company’s Cellulose Fibers business, which was initiated in November 2015. Weyerhaeuser announced the planned sale of its pulp mills in May 2016. The company’s review of its printing papers joint venture is ongoing.

“This transaction creates significant value for Weyerhaeuser shareholders and enhances the focus of our portfolio as we work to be the world’s premier timber, land, and forest products company,” said Doyle R. Simons, president and chief executive officer.

“The employees of our liquid packaging board business have much to contribute to the future success of Nippon Paper Industries. I want to thank our team for continuing to operate safely, and for delivering an exceptional customer experience throughout the strategic review process,” said Simons. “Our liquid packaging board products and people are celebrated across the industry for their quality.”

The transaction is subject to customary closing conditions, including regulatory review, and is expected to close in the third quarter 2016. The Weyerhaeuser liquid packaging board mill and Nippon Paper Industries will continue to operate separately until the transaction closes.

ABOUT WEYERHAEUSER

Weyerhaeuser Company, one of the world's largest private owners of timberlands, began operations in 1900. We own or control more than 13 million acres of timberlands, primarily in the U.S., and manage additional timberlands 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. Our company is a real estate investment trust. In February 2016, we merged with Plum Creek Timber Company, Inc. In 2015, Weyerhaeuser and Plum Creek, on a combined basis, generated approximately $8.5 billion in net sales and employed nearly 14 thousand 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. Learn more at www.weyerhaeuser.com.

FORWARD-LOOKING STATEMENTS

This communication contains statements concerning the company's future results, performance and plans that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, with respect to any potential transaction or transactions involving

Weyerhaeuser’s Cellulose Fibers business or the structure or timing of any such transaction or transactions, the use of proceeds from any such transaction or transactions, as well as the risk factors disclosed in Weyerhaeuser’s filings with the SEC, including Weyerhaeuser’s annual reports on Form 10-K for the year ended December 31, 2015. These forward-looking statements are based on various assumptions and are subject to various contingencies and may not be accurate because of risks and uncertainties surrounding these assumptions and contingencies. Factors listed above, as well as other factors, may cause actual results to differ significantly from these forward-looking statements. There is no guarantee that any of the events anticipated by these forward-looking statements will occur. If any of the events occur, there is no guarantee what effect they will have on company operations or financial condition. The company will not update these forward-looking statements after the date of this news release.

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