Bond Weyerhauser 6.875% ( US962166BT07 ) in USD

Weyerhauser

100 % ▼

United States

US962166BT07 ( in USD )

6.875% per year ( payment 2 times a year)

15/12/2033

Prospectus brochure of the bond Weyerhaeuser US962166BT07 en USD 6.875%, maturity 15/12/2033

1 000 USD

275 000 000 USD

962166BT0

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

15/06/2026 ( In 74 days )

Weyerhaeuser Company is a leading North American real estate investment trust (REIT) focused on timber, land, and forest products.

The Bond issued by Weyerhauser ( United States ) , in USD, with the ISIN code US962166BT07, pays a coupon of 6.875% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/12/2033

The Bond issued by Weyerhauser ( United States ) , in USD, with the ISIN code US962166BT07, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Weyerhauser ( United States ) , in USD, with the ISIN code US962166BT07, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Weyerhaeuser Company 424(b)(5)
424B5 1 v86398b5e424b5.htm FORM 424(B)(5)
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-72356
PROSPECTUS SUPPLEMENT
(To Prospectus dated February 8, 2002)
$600,000,000
Weyerhaeuser Company
$325,000,000 5.25% NOTES DUE 2009
$275,000,000 6.875% DEBENTURES DUE 2033
Interest payable on June 15 and December 15
The notes due 2009 will mature on December 15, 2009 and the debentures due 2033 will mature on December 15, 2033.
Weyerhaeuser Company may redeem the notes due 2009 and the debentures due 2033, in whole at any time or from
time to time in part, at the redemption prices described in this prospectus supplement. The notes due 2009 and the
debentures due 2033 will not be subject to any sinking fund provisions.
NOTES DUE 2009 -- PRICE 99.360% AND ACCRUED INTEREST, IF ANY
DEBENTURES DUE 2033 -- PRICE 99.772% AND ACCRUED INTEREST, IF ANY

Underwriting
Price to
Discounts and
Proceeds to
Public
Commissions
Weyerhaeuser
Per Note due 2009

99.360%

.625%

98.735%
Total

$322,920,000

$2,031,250

$320,888,750
Per Debenture due 2033

99.772%

.875%

98.897%
Total

$274,373,000

$2,406,250

$271,966,750
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes due 2009 and the debentures due 2033 to purchasers on or about December
17, 2002.
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Weyerhaeuser Company 424(b)(5)
Joint Book-Running Managers
MORGAN STANLEY
JPMorgan
DEUTSCHE BANK SECURITIES

BANC OF AMERICA SECURITIES LLC
RBC CAPITAL MARKETS
SALOMON SMITH BARNEY
SCOTIA CAPITAL

TD SECURITIES
CIBC WORLD MARKETS
PNC CAPITAL MARKETS, INC.
WACHOVIA SECURITIES
December 12, 2002
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
Forward-Looking Statements

S-2
Risk Factors

S-3
Use of Proceeds

S-4
Ratios of Earnings to Fixed Charges

S-4
Description of Offered Securities

S-5
Underwriters

S-8
Legal Matters
S-10
Experts
S-10
Prospectus
Special Note Regarding Forward-Looking Statements

3
Weyerhaeuser Company

3
Use of Proceeds

3
Ratios of Earnings to Fixed Charges

4
Description of Debt Securities

4
Plan of Distribution

12
Available Information

13
Incorporation by Reference

14
Legal Matters

14
Experts

15
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated or deemed to be
incorporated by reference in the accompanying prospectus contain statements concerning our future results and
performance and other matters that are "forward-looking" statements within the meaning of Section 27A of the Securities
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Weyerhaeuser Company 424(b)(5)
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are subject to a
number of risks and uncertainties and should not be relied upon as predictions of future events. Some of these
forward-looking statements can be identified by the use of forward-looking terminology such as "believes," "expects,"
"may," "will," "should," "seeks," "approximately," "intends," "plans," "pro forma," "estimates" or "anticipates" or the
negative or other variations of those terms or comparable terminology, or by discussions of strategy, plans or intentions. In
particular, some of these forward-looking statements deal with matters such as anticipated synergies, cost savings, cash
flow, earnings, earnings per share and shareholder value that may be realized as a result of our acquisition of Willamette
Industries, Inc. and with the anticipated effect of that acquisition on our results of operations, financial condition and
prospects. The accuracy of these forward-looking statements is subject to a number of risks, uncertainties and assumptions
that may cause actual results to differ materially from those projected, including, but not limited to:

· the effect of general economic conditions, including the level of interest rates and housing starts;

· market demand for our products, which may be tied to the relative strength of various U.S. business segments;

· performance of our manufacturing operations;

· the successful execution of internal performance plans;

· the level of competition from domestic and foreign producers;
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· the effect of forestry, land use, environmental and other governmental regulations;

· the risk of losses from fires, floods and other natural disasters;

· our ability to successfully integrate and manage Willamette and any other businesses or companies we acquire and to
realize anticipated cost savings and synergies, if any, from those acquisitions;

· the ability of Willamette and any other businesses or companies we acquire to perform in accordance with our
expectations;

· legal proceedings; and

· performance of pension fund investments.
We are also a large exporter and operate in a number of countries and we are affected by changes in economic activity
in Europe and Asia, particularly Japan, and by changes in currency exchange rates, particularly the relative value of the
U.S. dollar to the Canadian dollar, the Euro and the Japanese yen, and restrictions on international trade or tariffs imposed
on imports, including the countervailing and anti-dumping duties imposed on our softwood lumber shipments from Canada
to the United States. These and other factors that could cause or contribute to actual results differing materially from these
forward-looking statements are discussed in greater detail elsewhere in this prospectus supplement and in the documents
incorporated and deemed to be incorporated by reference in the accompanying prospectus.
RISK FACTORS
Investing in the notes due 2009 and the debentures due 2033, which we sometimes refer to, collectively, as the
"offered securities," involves risks. You should carefully consider the risks described below, as well as the other
information included in this prospectus supplement and the accompanying prospectus and the documents incorporated
and deemed to be incorporated by reference in the accompanying prospectus before you decide to invest in the offered
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Weyerhaeuser Company 424(b)(5)
securities. The risks and uncertainties described below are not the only ones we face.
Adverse Decision in Paragon Trade Brands Bankruptcy Proceedings
In May 1999, the Equity Committee, which we refer to as the "Committee," in the Paragon Trade Brands, Inc.
bankruptcy proceeding filed a motion in U.S. Bankruptcy Court for the Northern District of Georgia for authority to
prosecute claims against us in the name of the debtor's estate. Specifically, the Committee asserted that we breached
certain warranties in agreements entered into between Paragon and us in connection with Paragon's public offering of
common stock in January 1993. The Committee seeks to recover damages sustained by Paragon as a result of two patent
infringement cases, one brought by Procter & Gamble and the other by Kimberly-Clark. In September 1999, the
Bankruptcy Court authorized the Committee to commence an adversary proceeding against us. The Committee
commenced this proceeding in October 1999, seeking damages in excess of $420 million against us. Pursuant to a
reorganization of Paragon, the litigation claims representative for the bankruptcy estate became the plaintiff in the
proceeding.
On June 26, 2002, the Bankruptcy Court issued an oral opinion granting the plaintiff's motion for partial summary
judgment, holding us liable to plaintiff for breaches of warranty, and denying our motion for summary judgment. On
October 30, 2002, the Bankruptcy Court issued a written order confirming the June oral opinion. We have filed a petition
for reconsideration with the Bankruptcy Court. No trial date has been set for the determination of the damages.
We disagree with the Bankruptcy Court's decision and will diligently pursue all available relief.
Reduction in Credit Rating on Our Debt Securities
On February 11, 2002, Moody's Investor Services announced that it had lowered its rating on our senior unsecured
debt, which includes the offered securities, to "Baa2" from "A3" as a result of the increase in our leverage resulting from
our acquisition of Willamette Industries, Inc. On February 15, 2002, Standard &
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Poor's announced that it had lowered its rating on our long-term senior debt, which includes the offered securities, to
"BBB" from "A-" for the same reason. Credit rating agencies may from time to time change their ratings on our debt
securities, including the offered securities, as a result of our operating results or actions we take or as a result of a change
in the views of the credit rating agencies regarding, among other things, the general outlook for our industry or the
economy. In addition, we are not able to predict the effect of the Willamette acquisition on our financial condition or
results of operations, including cash flows, earnings or earnings per share. There can be no assurance that Standard &
Poor's and Moody's or other rating agencies will not reduce their ratings of our debt securities or place those debt
securities on a so-called "watch list" for possible future downgrading. Any of these events will likely increase our costs of
debt and other financing and have an adverse effect on the market price of the offered securities. The credit ratings
accorded to our debt securities, including the offered securities, are not recommendations to purchase, hold or sell those
debt securities inasmuch as those ratings do not comment as to the market price or suitability for particular investors.
USE OF PROCEEDS
We estimate that the net proceeds received by us from the sale of the offered securities will be approximately
$592.9 million. We intend to apply the net proceeds to repay borrowings outstanding under our $1.3 billion five-year
revolving credit facility, which we sometimes refer to as the "5-year Facility", and we may also apply a portion of the net
proceeds to repay outstanding commercial paper borrowings. Borrowings under the 5-year Facility were incurred to
provide a portion of the funds we used to acquire Willamette Industries Inc. in February 2002. Borrowings under the
5-year Facility that are repaid with the net proceeds from the sale of the offered securities may be reborrowed, subject to
compliance with financial covenants and other conditions. As of September 29, 2002, we had $1.27 billion of borrowings
outstanding under the 5-year Facility and $231 million of outstanding commercial paper borrowings. The 5-year Facility
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Weyerhaeuser Company 424(b)(5)
matures on March 26, 2007 and borrowings under the 5-year Facility bear interest at variable rates depending on the type
of borrowing, the length of the interest period chosen and the prevailing market rate for certain types of borrowings. As of
September 29, 2002, the weighted average interest rate on borrowings under the 5-year Facility was 3.05% per annum, and
the weighted average interest rate on our outstanding commercial paper borrowings was 2.01% per annum. Pending
application for one or both of these purposes, we may invest the net proceeds in marketable securities.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table presents the ratios of earnings to fixed charges for Weyerhaeuser Company and its consolidated
subsidiaries for the periods indicated.

Fiscal Year
Thirty-Nine Weeks Ended
September 29, 2002
2001
2000
1999
1998
1997
Ratio of earnings to fixed
charges(1)

1.26x
2.23x 3.58x 3.45x 2.20x 2.29x
(1) For the purpose of calculating the ratios of earnings to fixed charges, earnings consist of earnings before income
taxes, extraordinary items and fixed charges. Fixed charges consist of interest on indebtedness, amortization of debt
expense and one-third of rents, which we deem representative of an interest factor.

The ratios of earnings to fixed charges of Weyerhaeuser Company with its Weyerhaeuser Real Estate Company,
Weyerhaeuser Financial Services, Inc. and Gryphon Investments of Nevada, Inc. subsidiaries accounted for on the
equity method but excluding the undistributed earnings of those subsidiaries were 0.98x for the thirty-nine weeks
ended September 29, 2002 and 1.58x, 3.58x, 3.78x, 2.72x and 2.91x for the fiscal years ended December 30, 2001,
December 31, 2000, December 26, 1999, December 27, 1998 and December 28, 1997, respectively. Fixed charges
exceeded earnings of Weyerhaeuser Company with its Weyerhaeuser Real Estate Company, Weyerhaeuser Financial
Services, Inc. and Gryphon Investments of Nevada, Inc. subsidiaries accounted for on the equity method but
excluding the undistributed earnings of those subsidiaries by approximately $13 million for the thirty-nine weeks
ended September 29, 2002.
S-4
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DESCRIPTION OF OFFERED SECURITIES
The offered securities will be issued under an indenture dated as of April 1, 1986, as amended and supplemented by a
first supplemental indenture dated as of February 15, 1991, a second supplemental indenture dated as of February 1, 1993,
a third supplemental indenture dated as of October 22, 2001 and a fourth supplemental indenture dated as of March 12,
2002, each between us and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank and Chemical Bank),
as trustee. We refer to the indenture, as so amended and supplemented, as the "Indenture." The following summary of
selected provisions of the Indenture and the offered securities is not complete and is subject to, and is qualified in its
entirety by reference to, all the provisions of the Indenture and the offered securities. Copies of the Indenture and the forms
of the certificates evidencing the offered securities have been or will be filed with the Securities and Exchange
Commission and you may obtain copies as described under "Available Information" in the accompanying prospectus.
The notes due 2009 and the debentures due 2033 offered by this prospectus supplement are each a separate series of
"debt securities" as defined and described in the accompanying prospectus. The following description of the particular
terms of the offered securities and the Indenture supplements, and to the extent inconsistent, replaces the description of the
general terms and provisions of the debt securities and the Indenture contained in the accompanying prospectus.
In this section, references to "Weyerhaeuser," "we," "our" and "us" means Weyerhaeuser Company excluding, unless
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Weyerhaeuser Company 424(b)(5)
the context otherwise requires or otherwise expressly stated, its subsidiaries. Capitalized terms used in the following
description of the offered securities and not defined have the meanings specified in the accompanying prospectus or, if not
defined in that prospectus, those terms have the meanings specified in the Indenture.
General
The notes due 2009 will constitute a separate series of debt securities under the Indenture, initially limited to
$325,000,000 in aggregate principal amount. The debentures due 2033 will constitute a separate series of debt securities
under the Indenture, initially limited to $275,000,000 in aggregate principal amount. Under the Indenture we may, without
the consent of the holders of the offered securities of any series, "reopen" that series and issue additional offered securities
of that series from time to time in the future. The notes due 2009 offered by this prospectus supplement and any additional
notes due 2009 that we may issue in the future will constitute a single series of debt securities under the Indenture, and the
debentures due 2033 offered by this prospectus supplement and any additional debentures due 2033 that we may issue in
the future will also constitute a single series of debt securities under the Indenture.
The offered securities are unsecured and unsubordinated obligations of Weyerhaeuser Company. The offered
securities are not obligations of or guaranteed by any of our subsidiaries nor are the offered securities entitled to the benefit
of any covenant that would require any of our subsidiaries to guarantee the offered securities in the future.
The notes due 2009 will mature on December 15, 2009. Interest on the notes due 2009 will accrue from December 17,
2002 at the rate of 5.25% per annum, payable semi-annually in arrears on June 15 and December 15 of each year,
commencing June 15, 2003, to the persons in whose names the notes due 2009 are registered at the close of business on the
June 1 or December 1, as the case may be, next preceding those interest payment dates. Interest on the notes due 2009 will
be computed on the basis of a 360-day year consisting of twelve 30-day months.
The debentures due 2033 will mature on December 15, 2033. Interest on the debentures due 2033 will accrue from
December 17, 2002 at the rate of 6.875% per annum, payable semi-annually in arrears on June 15 and December 15 of
each year, commencing June 15, 2003, to the persons in whose names the debentures due 2033 are registered at the close
of business on the June 1 or December 1, as the case may be, next preceding those interest payment dates. Interest on the
debentures due 2033 will be computed on the basis of a 360-day year consisting of twelve 30-day months.
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The offered securities will be issued in fully registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The offered securities of each series will be issued in book-entry form and will be evidenced by one
or more global certificates, which we sometimes refer to as "global securities," registered in the name of Cede & Co., as
nominee for The Depository Trust Company. Purchasers of the offered securities will not be entitled to receive definitive
certificates registered in their names except in the limited circumstances described in the accompanying prospectus. See
"Description of Debt Securities -- Global Securities" in the accompanying prospectus for a summary of selected
provisions applicable to the depository arrangements.
In the event that definitive offered securities of any series are issued in exchange for interests in the global securities
of that series, the certificated offered securities of that series may be presented for payment and surrendered for
registration of transfer and exchange at our agency maintained for that purpose in the Borough of Manhattan, The City of
New York, currently the office of the trustee located at 4 New York Plaza, 15th Floor, New York, New York 10004.
The offered securities will not be entitled to the benefit of any sinking find and will not be subject to repurchase by us
at the option of the holders prior to maturity. Except to the limited extent described in the accompanying prospectus under
"Description of Debt Securities -- Consolidation, Merger, Conveyance or Transfer," the Indenture does not contain any
provisions that are intended to protect holders of offered securities in the event of a highly-leveraged or similar transaction
affecting us. The Indenture does not limit the incurrence of debt by us or any of our subsidiaries.
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Weyerhaeuser Company 424(b)(5)
Optional Redemption
The offered securities of each series will be redeemable, in whole or from time to time in part, at our option on any
date at a redemption price equal to the greater of:

(1) 100% of the principal amount of the offered securities of that series to be redeemed, and

(2) the sum of the present values of the remaining scheduled payments of principal and interest on the offered
securities of that series to be redeemed (exclusive of interest accrued to the applicable redemption date)
discounted to that redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus, in the case of the notes due 2009, 25 basis points or, in the case of the
debentures due 2033, 30 basis points,
plus, in the case of both clause (1) and clause (2) above, accrued and unpaid interest on the principal amount of the offered
securities of that series being redeemed to that redemption date. Notwithstanding the foregoing, payments of interest on
the offered securities of any series that are due and payable on or prior to a date fixed for redemption of offered securities
of that series will be payable to the holders of those offered securities registered as such at the close of business on the
relevant record dates according to their terms and the terms and provisions of the Indenture.
"Treasury Rate" means, with respect to any redemption date for the offered securities of any series,

(1) the yield, under the heading that represents the average for the immediately preceding week, appearing in the most
recently published statistical release designated "H.15 (519)" or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded
United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities,"
for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or
after the Final Maturity Date for the offered securities of that series, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be
interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month), or

(2) if such release (or any successor release) is not published during the week preceding the calculation date or does
not contain such yields, the rate per annum equal to the semi-annual equivalent yield to
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maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
The Treasury Rate shall be calculated on the third Business Day preceding the applicable redemption date. As used in the
immediately preceding sentence and in the definition of "Reference Treasury Dealer Quotations" below, the term
"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking
institutions in The City of New York are authorized or obligated by law, regulation or executive order to close.
"Comparable Treasury Issue" means, with respect to any redemption date for the offered securities of any series, the
United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the
remaining term of the offered securities of that series to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of the offered securities of that series to be redeemed.
"Comparable Treasury Price" means, with respect to any redemption date for the offered securities of any series,
(1) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (2) if the trustee obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such quotations.
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Weyerhaeuser Company 424(b)(5)
"Final Maturity Date" means:

(1) with respect to the notes due 2009, December 15, 2009, and

(2) with respect to the debentures due 2033, December 15, 2033.
"Independent Investment Banker" means, with respect to any redemption date for the offered securities of any series,
Morgan Stanley & Co. Incorporated and its successors or J.P. Morgan Securities Inc. and its successors, whichever shall
be selected by the trustee after consultation with us, or, if both such firms or the respective successors, if any, to such
firms, as the case may be, are unwilling or unable to select the Comparable Treasury Issue, an independent investment
banking institution of national standing appointed by the trustee after consultation with us.
"Reference Treasury Dealers" means, with respect to any redemption date for the offered securities of any series,
Morgan Stanley & Co. Incorporated and J.P. Morgan Securities Inc. and their respective successors (provided, however,
that if any such firm or any such successor, as the case may be, shall cease to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), the trustee, after consultation with us, shall substitute therefor
another Primary Treasury Dealer), and two other Primary Treasury Dealers selected by the trustee after consultation with
us.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption
date for the offered securities of any series, the average, as determined by the trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee
by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding that redemption
date.
Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each
holder of the offered securities of the applicable series to be redeemed at the holder's registered address. If less than all of
the offered securities of any series are to be redeemed at our option, the trustee will select, in a manner it deems fair and
appropriate, the offered securities of that series, or portions of the offered securities of that series, to be redeemed.
Unless we default in payment of the redemption price in respect of the offered securities of any series on any
redemption date for that series, on and after that redemption date interest will cease to accrue on the offered securities of
that series, or portions of the offered securities of that series, called for redemption on that redemption date.
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UNDERWRITERS
Under the terms and subject to the conditions set forth in the underwriting agreement dated the date of this prospectus
supplement, the underwriters named below, for whom Morgan Stanley & Co. Incorporated and J.P. Morgan Securities Inc.
are acting as joint book-running managers, have severally agreed to purchase, and we have agreed to sell to them,
severally, the principal amounts of the offered securities of each series set forth below:

Principal Amount of
Principal Amount of
Name
Notes due 2009
Debentures due 2033
Morgan Stanley & Co. Incorporated

$107,575,000

$
88,000,000
J.P. Morgan Securities Inc.

107,575,000

88,000,000
Deutsche Bank Securities Inc.

42,250,000

35,750,000
Banc of America Securities LLC

13,487,500

11,412,500
RBC Dominion Securities Corporation

13,487,500

11,412,500
Salomon Smith Barney Inc.

13,487,500

11,412,500
Scotia Capital (USA) Inc.

13,487,500

11,412,500
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Weyerhaeuser Company 424(b)(5)
TD Securities (USA) Inc.

5,850,000

4,950,000
CIBC World Markets Corp.

3,900,000

3,300,000
PNC Capital Markets, Inc.

--

6,050,000
Wachovia Securities, Inc.

3,900,000

3,300,000

Total

$325,000,000

$ 275,000,000

The underwriters are offering the offered securities subject to their acceptance of the offered securities from us and
subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and
accept delivery of the offered securities are subject to, among other things, the approval of legal matters by their counsel
and other conditions. The underwriters are obligated to take and pay for all the offered securities if any are taken.
The underwriters initially propose to offer some of the offered securities of each series directly to the public at the
applicable public offering price shown on the cover page of this prospectus supplement and some of the offered securities
of that series to certain dealers at that price less a concession not in excess of .375% of the principal amount in the case of
the notes due 2009 and .50% of the principal amount in the case of the debentures due 2033. The underwriters may allow,
and those dealers may reallow, a concession not in excess of .20% of the principal amount in the case of the notes due
2009 and .25% of the principal amount in the case of the debentures due 2033 on sales to other underwriters and certain
dealers. After the initial offering of the offered securities of each series, the offering price and other selling terms of the
offered securities of that series may from time to time be varied by the underwriters.
The following table shows the underwriting discounts and commissions that we will pay to the underwriters in
connection with this offering, expressed as a percentage of the principal amount of the offered securities of each series:

Paid by
Weyerhaeuser
Per note due 2009

.625%
Per debenture due 2033

.875%
We estimate that the expenses of this offering payable by us, excluding underwriting discounts and commissions, will be
approximately $600,000. The joint book-running managers will reimburse us for a portion of our expenses.
We do not intend to apply for listing of the offered securities on any securities exchange or any automated quotation
system. However, we have been advised by the underwriters that they presently intend to make a
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market in the offered securities of each series, as permitted by applicable laws and regulations. The underwriters are not
obligated, however, to make a market in the offered securities and any market making with respect to the offered securities
of any series may be discontinued at any time at the sole discretion of the underwriters. Accordingly, no assurance can be
given as to the liquidity of, or trading market for, the offered securities.
In order to facilitate the offering of the offered securities, the underwriters may engage in transactions that stabilize,
maintain or otherwise affect the price of the offered securities. Specifically, the underwriters may over-allot in connection
with the offering, creating a short position in the offered securities of any series for their own account. In addition, to cover
over-allotments or to stabilize the price of the offered securities, the underwriters may bid for, and purchase, offered
securities in the open market. Finally, the underwriting syndicate may reclaim selling concessions allowed to an
underwriter or a dealer for distributing offered securities in this offering if the syndicate repurchases previously distributed
offered securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these
activities may stabilize or maintain the market price of the offered securities of any series above independent market
levels. The underwriters are not required to engage in these activities, and may end any of these activities at any time.
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Weyerhaeuser Company 424(b)(5)
We have agreed to indemnify the underwriters against specified liabilities, including liabilities under the Securities
Act of 1933.
J.P. Morgan Securities Inc. ("JPMorgan") will make the offered securities available for distribution on the Internet
through a proprietary web site and/or a third-party system operated by Market Axess Inc., an Internet-based
communications technology provider. Market Axess Inc. is providing the system as a conduit for communications between
JPMorgan and its customers and is not a party to any transactions. Market Axess Inc., a registered broker-dealer, will
receive compensation from JPMorgan based on transactions JPMorgan conducts through the system. JPMorgan will make
the offered securities available to its customers through the Internet distributions, whether made through a proprietary or
third-party system, on the same terms as distributions made through other channels.
In the ordinary course of business, the underwriters and their affiliates have provided and may in the future continue to
provide investment banking, commercial banking and other financial services to us and our subsidiaries for which they
have received and will receive compensation. In that regard, Morgan Stanley & Co. Incorporated acted as our financial
advisor in connection with our acquisition of Willamette, affiliates of Morgan Stanley & Co. Incorporated and J.P. Morgan
Securities Inc. are lenders and agents under our 364-day revolving credit facility, which we sometimes refer to as our
"364-day Facility", and our 5-year Facility, J.P. Morgan Securities Inc. and an affiliate of Morgan Stanley & Co.
Incorporated acted as lead arrangers and joint book runners in connection with our 364-day Facility, our 5-year Facility
and a bridge credit facility that we entered into in order to provide funds for our acquisition of Willamette, and affiliates of
the other underwriters are lenders under our 364-day Facility or our 5-year Facility or both. In addition, Morgan Stanley &
Co. Incorporated acts as a dealer for our commercial paper program and JPMorgan Chase Bank, an affiliate of J.P. Morgan
Securities Inc., is the issuing and paying agent for our commercial paper program and trustee under the Indenture pursuant
to which the offered securities will be issued. Affiliates of some of the underwriters are also lenders and, in certain cases,
agents or arrangers under some of our other credit facilities.
As noted under "Use of Proceeds," we will use all or a portion of the net proceeds from this offering to repay
borrowings outstanding under our 5-year Facility. Affiliates of the underwriters are lenders under our 5-year Facility and,
as such, will receive a portion of the net proceeds of this offering that we use to repay borrowings under that facility.
Because more than 10% of the net proceeds of this offering will be paid to affiliates of members of the National
Association of Securities Dealers, Inc. participating in this offering, this offering will be made in accordance with NASD
Conduct Rule 2710(c)(8).
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Table of Contents
LEGAL MATTERS
The validity of the notes will be passed upon for us by Lorrie D. Scott, Esq., Senior Legal Counsel of Weyerhaeuser
Company. Sidley Austin Brown & Wood LLP, San Francisco, California will act as counsel for the underwriters. Sidley
Austin Brown & Wood LLP represented Willamette, and may in the future represent us, in connection with certain legal
matters.
EXPERTS
The consolidated balance sheets of Weyerhaeuser Company and subsidiaries as of December 30, 2001 and
December 31, 2000 and the related consolidated statements of earnings, cash flows, shareholders' interest and financial
statement schedule II -- valuation and qualifying accounts for each of the years in the three-year period ended
December 30, 2001, incorporated by reference in the accompanying prospectus, have been audited by Arthur Andersen
LLP, independent auditors, as indicated in their reports with respect thereto, and are incorporated by reference in the
accompanying prospectus in reliance upon the authority of said firm as experts in accounting and auditing in giving said
reports.
In a press release issued on April 16, 2002, we announced that our board of directors had appointed KPMG LLP to
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