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 17, 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

EXHIBIT INDEX

EXHIBIT 99.1

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C., 20549

ITEM 7.01. REGULATION FD

On June 17, 2013, executives of Weyerhaeuser Company participated in an investor presentation regarding certain strategic announcements. A copy of the presentation slides is furnished as Exhibit 99.1 to this report. This exhibit is available on the company’s website.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

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

Exhibit 99.1 – Presentation slides dated June 17, 2013

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 forwardlooking 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.

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
Name:	Jerald W. Richards
Title:	Chief Accounting Officer

Date: June 17, 2013

EX-99.1

WEYERHAEUSER

Exhibit 99.1

June 2013 Strategic Announcements

2

Forward-Looking Statements

Forward-Looking Statements and Non-GAAP

Financial Measures

This presentation contains statements concerning the company's, Longview's and the combined 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 future prospects, developments, business strategies, closing of the acquisition, financing the

acquisition, benefits and impacts of the acquisition (including cost savings, operational and other synergies and impacts on revenues,

earnings, cash flow and funds from operations and funds available for distribution), capital structure, potential transactions involving

WRECO or the structure of any such transaction (if any),dividend increases and harvests and export markets. The words “anticipate,”

“believe,” “could,” “will,” “plan,” “expect” and “would” and similar terms and phrases, including references to assumptions, have been

used in this presentation to identify forward-looking statements. These forward-looking statements are made based on 

management’s expectations and beliefs concerning future events of us, Longview and the combined company and are subject to

uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which

are beyond the company’s control. Many factors could cause the actual results to differ materially from those projected including,

without limitation, 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 infestation and other natural disasters,

transportation costs, federal tax policies, the effect of forestry, land use, environmental and other governmental regulations, legal

proceedings, performance of pension fund investments and related derivatives, the effect of timing of retirements and changes in

market price of our common stock on charges for share-based compensation, changes in accounting principles and the other risk

factors described under "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 our Current Report on Form 8-K dated 

June 17, 2013, in each case 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.  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

presentation. Nothing on our website is included or incorporated by reference herein.

Included in this presentation are certain non-GAAP financial measures, including EBITDA and FAD, designed to complement the

financial information presented in accordance with generally accepted accounting principles in the United States of America because

management believes such measures are useful to investors. Our non-GAAP financial measures are not necessarily comparable to

other similarly titled captions of other companies due to potential inconsistencies in the metrics of calculation. For a reconciliation of

net earnings (loss) to EBITDA and cash provided by operating activities to FAD, see the Appendix to this presentation. 

Non-GAAP Financial Measures

3

Participants

DAN FULTON:

President & Chief Executive Officer

PATTY BEDIENT:

Executive Vice President &

Chief Financial Officer

DOYLE SIMONS:

Weyerhaeuser Board Member

President & Chief Executive Officer,

effective August 1, 2013

TOM GIDEON:

Executive Vice President

Timberlands

4

Strategic Announcements

•

Weyerhaeuser acquires approximately 645,000 acres of high-

quality timberlands in Washington and Oregon (Longview

Timber LLC)

•

Board intends to raise quarterly dividend per share by 10%

from $0.20 to $0.22 in August, payable in September, in

conjunction with and subject to completion of the acquisition

•

Board authorizes exploration of strategic alternatives for

Weyerhaeuser Real Estate Company (WRECO)

•

Doyle Simons appointed president and chief executive officer,

effective Aug. 1, 2013

–

Serving as CEO Elect, effective immediately

Longview Timber: Transaction Summary

•

Agreed to acquire approximately 645,000 acres of high-

quality timberlands in WA and OR (Longview Timber LLC)

•

Purchase price of $2.65B (includes the assumption of

debt)

•

Transaction structured as stock purchase

Transaction

and Purchase Price

•

Contemplate raising $2.45B Weyerhaeuser equity and

long-term debt issuance

•

Mix of ~50% equity and ~50% debt

•

Financing supported by a committed senior unsecured

bridge facility from Morgan Stanley

Financing Plan

•

Closing of acquisition expected in July 2013

Timing

•

In conjunction with and subject to completion of

acquisition, Board intends to raise the quarterly dividend

per share by 10% from $0.20 to $0.22 per share

Dividend Increase

5

6

Compelling Strategic Rationale

•

Unique, high-value timberlands, predominantly west of the

Cascade mountain range

•

Leverages Weyerhaeuser’s core competencies (logistics,

silviculture, marketing & merchandising)

•

Expect approximately $20 million in annual cost and

operational synergies

•

Expected to be immediately accretive to FAD per share

•

Board intends to raise quarterly dividend per share by 10%

from $0.20 to $0.22 in conjunction with the transaction

•

Enhances ability to further increase the dividend

Longview Timber:

Unique, High-Value Timberlands

High-value timber holdings

with scale

•

Predominantly west of the Cascade

mountain range (>90% of value)

•

Highly complementary and

contiguous with Weyerhaeuser

timberlands

•

Favorable age class

•

Primarily Douglas fir

7

Longview Timber: Property Description

•

Productive lands

•

Vast majority of combined commercial

forest area in high site class

•

Favorable age class distribution

•

Opportunity for high front-end harvest

•

Older age classes provide export-

quality logs

•

Superior logging operability

•

Flatter terrain

•

Well-roaded

Source:  Management Estimates

Age Class

8

Douglas fir

66%

Hemlock

20%

Other

14%

Commercial Forest Area Timber Species

9

U.S. West Coast Timberlands: Higher Value

Than Other Geographies

•

Highly productive lands with significant

merchantable volume

•

Predominantly managed for saw timber

•

Access to both domestic and export markets

•

Douglas fir a preferred species with unique

attributes

–

High strength and stiffness for its weight

–

Used for residential construction and industrial purposes

Increases Strategically Located Timberlands

with Access to Export

•

Advantaged in international log

markets

–

Strategically located West Coast

timberlands

–

Well-developed infrastructure and sales

relationships

–

Approximately 20% of Timberlands

revenue from export log sales

•

Uniquely valued in premium

Japanese market for post and

beam houses

–

Log size large enough to meet market

requirements

–

Attractive color and grain

10

Japan

78%

China

15%

Korea

7%

WY 2012 Export Log Revenues

11

Compelling Cost and Operational Synergies –

Approximately $20 Million

•

Expect to reach annual synergies of approximately $20 million

within two years of closing

•

Leverage scale infrastructure and logistics

•

Increased high-value export logs

•

Enhanced harvest flexibility

–

Immediate/Near-Term: Reduced operating and G&A costs, and

improved marketing and revenue opportunities

–

Longer-Term: Apply silviculture and forestry expertise to

improve productivity and enhance value

12

Enhancing Weyerhaeuser’s Timberlands Exposure

•

Total

timberlands

holdings

rise

to

approx.

7

million

acres

•

Growing Pacific Northwest acreage by 33%

•

Pacific Northwest will increase to almost 40% of total acreage

Source:  Management Estimates

Pacific Northwest Timberlands Holdings

Acres (millions)

0

0.5

1

1.5

2

2.5

3

Q1'13

Longview Timber

WY Current Holdings

13

0

1

2

3

4

5

6

7

Acres (millions)

Other

Pacific Northwest

(west of Cascades)

Public Timber REIT Ownership By Geography

Longview

Timber

Source: WY, 2012 10Ks

14

Longview Timber LLC –

GAAP Reconciliation

Source:  First Quarter 2013 Financial Statements for Longview Timber LLC

First Quarter 2013 (in millions)

Longview EBITDA

1

$43.1

Depletion, depreciation & amortization

(32.1)

Total other expense, net (primarily interest expense)

(14.9)

Provision for taxes

(0.7)

Net earnings (loss) (GAAP)

($4.6)

Longview FAD

2

$20.4

Cash provided by (used in) investing activities

0.8

Cash provided by operating activities (GAAP)

$21.2

1.

EBITDA is defined as net income adjusted for taxes, other income (expense), depletion, depreciation and amortization. EBITDA is a non-

GAAP measure that management uses to evaluate the performance of the company. EBITDA should not be considered in isolation from and

is not intended to represent an alternative to GAAP results.

2.

Funds Available for Distribution (FAD) is defined as cash provided by operating activities less cash provided by investing activities. FAD  is a

non-GAAP measure that management uses to evaluate the cash flows of the company. FAD should not be considered in isolation from and

is not intended to represent an alternative to GAAP results.

15

Financing Strategy

•

Expect to raise $2.45 billion in conjunction with the

acquisition

–

Approximately 50% equity and 50% debt

•

Committed senior unsecured bridge facility from

Morgan Stanley

•

Weyerhaeuser remains committed to an investment-

grade credit rating

•

Strong capital structure supports a sustainable and

growing dividend

16

Enhances Weyerhaeuser’s Ability to

Increase Dividend

•

Weyerhaeuser remains committed to a sustainable,

growing dividend

•

Board intends to increase dividend per share by 10% from

$0.20 to $0.22 in August 2013, payable in September 2013

•

Longview Timber cash flows and synergies support ability to

further increase dividend

17

•

Unique, high-value timberlands, predominantly west of the

Cascade mountain range

•

Leverages Weyerhaeuser’s core competencies (logistics,

silviculture, marketing & merchandising)

•

Expect approximately $20 million in annual cost and

operational synergies

•

Expected to be immediately accretive to FAD per share

•

Board intends to raise quarterly dividend per share by 10%

from $0.20 to $0.22 in conjunction with the transaction

•

Enhances ability to further increase the dividend

Longview Timber Acquisition Summary

18

Weyerhaeuser Real Estate Company (WRECO)

•

Board authorizes exploration of strategic alternatives for

Weyerhaeuser Real Estate Company (WRECO)

•

WRECO is one of the 20 largest homebuilders in the

country, located in some of the fastest-growing markets

•

Alternatives include, but not limited to, continuing to

operate WRECO, merger, sale or spin-off

•

Prudent time to explore strategic alternatives given

improving housing market fundamentals

Maximizing the Value of Our Homebuilding and

Real Estate Development Business for Shareholders

19

Strategic Announcements

•

Weyerhaeuser acquires approximately 645,000 acres of

high-quality timberlands in Washington and Oregon

•

Board intends to raise quarterly dividend from

$0.20 to $0.22 per share in August, payable in September,

in conjunction with the acquisition

•

Board authorizes exploration of strategic alternatives for

Weyerhaeuser Real Estate Company (WRECO)

•

Doyle Simons appointed president and chief executive

officer, effective Aug. 1, 2013

–

Serving as CEO Elect, effective immediately

Maximizing Value for Shareholders

WEYERHAEUSER

21

U.S. TIMBERLAND:

West Coast has highest values

•

Pacific Northwest region has two distinct zones: Coast and Inland

•

West Coast dominated by Douglas fir, a preferred species in export

and domestic markets

•

Majority of sawtimber in the Inland and South goes to domestic mills

U.S. FORESTLAND REGIONS

West

Inland

West Coast