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

Date of Report (Date of earliest event reported)

June 17, 2013

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)

(253) 924-2345

(Registrant’s Telephone Number, Including Area Code)

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 8.01. OTHER EVENTS

On June 17, 2013, Weyerhaeuser Company (the “Company”) issued press releases announcing its offering of 28,000,000 of its common shares (“Common Shares”) and 10,000,000 of its     % Mandatory Convertible Preference Shares, Series A (“Mandatory Convertible Preference Shares”). Copies of the press releases are filed as Exhibits 99.1 (relating to the Common Shares) and 99.2 (relating to the Mandatory Convertible Preference Shares) hereto, and are incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits: See Exhibit Index following the signature page of this report, which is incorporated by reference here.

SPECIAL NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This report contains statements concerning our future results and performance and other matters that are “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934.

These statements:

• use forward-looking terminology;

• are based on various assumptions we make; and

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

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

We will not update the forward-looking statements contained in any document after the date of such document.

Some forward-looking statements discuss our plans, strategies and intentions. They use words such as “expects”, “may”, “will”, “believes”, “should”, “approximately”, “anticipates”, “estimates” and “plans”. In addition, these words may use the positive or negative or a variation of those terms. We base our forward-looking statements on a number of factors, including the expected effect of the economy, regulations, adverse litigation outcomes and the adequacy of reserves, changes in accounting principles, contributions to pension plans, projected benefit payments, projected tax rates and credits and other related matters.

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

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

• market demand for our products, which is related to the strength of the various U.S. business segments and U.S. and international economic conditions;

• performance of our manufacturing operations, including maintenance requirements;

• the level of competition from domestic and foreign producers;

• the successful execution of our internal performance plans, including restructurings and cost reduction initiatives;

• raw material prices;

• energy prices;

• the effect of weather;

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

• transportation costs;

• Federal tax policies;

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

• legal proceedings;

• the completion, timing, terms and anticipated benefits of the acquisition discussed below and the financing transactions related thereto;

• performance of pension fund investments and related derivatives;

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

• changes in accounting principles.

For additional information regarding forward-looking statements, refer to the reports and other information that we file with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 and our Current Report on Form 8-K dated June 17, 2013.

The closing of the acquisition discussed in this report is subject to the receipt of certain third party consents and the satisfaction or waiver of various customary closing conditions. The acquisition may not close within the anticipated time period or or at all.

SIGNATURE

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

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

Date: June 17, 2013

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release relating to the offering of Common Shares, dated June 17, 2013
99.2	Press release relating to the offering of Mandatory Convertible Preference Shares, dated June 17, 2013

EX-99.1

Exhibit 99.1

Weyerhaeuser Company Announces Public Offering of 28,000,000 of its

Common Shares

FEDERAL WAY, WA, June 17, 2013 – Weyerhaeuser Company (NYSE: WY) (the “Company”) announced today that it intends to offer, subject to market and other conditions, 28,000,000 of its common shares in a registered public offering, subject to market and other customary conditions. The Company intends to use the net proceeds of the offering, if completed, as partial consideration, to finance the previously announced acquisition of all of the equity interests in Longview Timber LLC. The Company intends to grant the underwriters of the offering the option to purchase up to an additional 4,200,000 of its common shares.

Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. are the joint book-running managers on the offering.

The offering is being made pursuant to an effective shelf registration statement filed with the Securities Exchange Commission (“SEC”). The offering will be made only by means of a prospectus supplement and the accompanying prospectus, copies of which may be obtained by contacting: Morgan Stanley & Co. LLC, 180 Varick Street, New York, New York 10014, Attention: Prospectus Department, telephone: (866) 718-1649; Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall Street, New York, NY 10005, telephone: (800) 503-4611; or Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 111717, telephone: (800) 831-9146. These documents will also be filed with the Securities and Exchange Commission and will be available at the SEC’s Web site at http://www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities, nor shall there be any sale of these securities, in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Weyerhaeuser Company

Weyerhaeuser Company, one of the world’s largest private owners of timberlands, began operations in 1900. We own or control more than 6 million acres of timberlands, primarily in the U.S., and manage another 13.9 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 stock trades on the New York Stock Exchange under the symbol WY.

Forward Looking Statements

Certain statements in this release are “forward-looking statements” made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect the Company’s current expectations or beliefs concerning future events and are subject to various risks and uncertainties that may cause actual results to differ materially from those that we expected. For a discussion of these and other risks and uncertainties that could cause actual results to differ materially from those contained in our forward-looking statements, please refer to “Risk Factors” in the prospectus supplement and accompanying prospectus for this offering and our Annual Report on Form 10-K for the year ended December 31, 2012, which is incorporated by reference in the prospectus supplement and accompanying prospectus for this offering. We undertake no obligation to publicly update or revise any forward-looking statement.

Contacts:

Media:

Anthony Chavez

253-924-7148

Anthony.chavez@weyerhaeuser.com

Analysts:

Kathryn McAuley

253-924-2058

Kathryn.mcauley@weyerhaeuser.com

EX-99.2

Exhibit 99.2

Weyerhaeuser Company Announces Public Offering of 10,000,000

Mandatory Convertible Preference Shares

FEDERAL WAY, WA, June 17, 2013 – Weyerhaeuser Company (NYSE: WY) (the “Company”) announced today that it intends to offer 10,000,000 of its Mandatory Convertible Preference Shares, Series A in a registered public offering, subject to market and other customary conditions.

The offering price is expected to be $50.00 per share. The Company intends to grant the underwriters of the offering the option to purchase up to an additional 1,500,000 of its Mandatory Convertible Preference Shares.

Unless converted earlier, each Mandatory Convertible Preference Shares will convert automatically into a variable number of shares of the Company’s common stock on July 1, 2016. The conversion rate will be determined by the price of the Company’s common shares on that date. The dividend rate and the conversion terms of the Mandatory Convertible Preference Shares will be determined by negotiations between the Company and the underwriters.

The Company intends to use the net proceeds of the offering, if completed, as partial consideration, to finance the previously announced acquisition of all of the equity interests in Longview Timber LLC.

Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. are the joint book-running managers on the offering.

The offering is being made pursuant to an effective shelf registration statement filed with the Securities Exchange Commission (“SEC”). The offering will be made only by means of a prospectus supplement and the accompanying prospectus, copies of which may be obtained by contacting: Morgan Stanley & Co. LLC, 180 Varick Street, New York, New York 10014, Attention: Prospectus Department, telephone: (866) 718-1649; Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall Street, New York, NY 10005, telephone: (800) 503-4611; or Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 111717, telephone: (800) 831-9146. These documents will also be filed with the Securities and Exchange Commission and will be available at the SEC’s Web site at http://www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities, nor shall there be any sale of these securities, in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Weyerhaeuser Company

Weyerhaeuser Company, one of the world’s largest private owners of timberlands, began operations in 1900. We own or control more than 6 million acres of timberlands, primarily in the U.S., and manage another 13.9 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 stock trades on the New York Stock Exchange under the symbol WY.

Forward Looking Statements

Certain statements in this release are “forward-looking statements” made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect the Company’s current expectations or beliefs concerning future events and are subject to various risks and uncertainties that may cause actual results to differ materially from those that we expected. For a discussion of these and other risks and uncertainties that could cause actual results to differ materially from those contained in our forward-looking statements, please refer to “Risk Factors” in the prospectus supplement and accompanying prospectus for this offering and our Annual Report on Form 10-K for the year ended December 31, 2012, which is incorporated by reference in the prospectus supplement and accompanying prospectus for this offering. We undertake no obligation to publicly update or revise any forward-looking statement.

Contacts:

Media:

Anthony Chavez

253-924-7148

Anthony.chavez@weyerhaeuser.com

Analysts:

Kathryn McAuley

253-924-2058

Kathryn.mcauley@weyerhaeuser.com