Bond Weyerhauser 4% ( US962166BX19 ) in USD

Weyerhauser

98.136 % ▼

United States

US962166BX19 ( in USD )

4% per year ( payment 2 times a year)

15/11/2029

Prospectus brochure of the bond Weyerhaeuser US962166BX19 en USD 4%, maturity 15/11/2029

1 000 USD

750 000 000 USD

962166BX1

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

15/05/2026 ( In 43 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 US962166BX19, pays a coupon of 4% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/11/2029

The Bond issued by Weyerhauser ( United States ) , in USD, with the ISIN code US962166BX19, 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 US962166BX19, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
File d Pursua nt t o Rule 4 2 4 (b)(5 )
Re gist ra t ion N o. 3 3 3 -2 2 5 5 0 2
CALCU LAT I ON OF REGI ST RAT I ON FEE

Am ount
M a x im um
T it le of Ea c h Cla ss of
t o be
M a x im um
Aggre ga t e
Am ount of
Se c urit ie s t o be Re gist e re d

Re gist e re d

Offe ring Pric e

Offe ring Pric e
Re gist ra t ion Fe e (1 )
4.00% notes due 2029

$750,000,000

99.462%

$745,965,000

$90,411

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. The full amount of the fee is being paid at
this time.
Table of Contents
PROSPECT U S SU PPLEM EN T DAT ED FEBRU ARY 2 1 , 2 0 1 9
(To Prospectus dated June 7, 2018)
$750,000,000

We ye rha e use r Com pa ny
4.00% Notes due 2029

The 4.00% notes due 2029 (the "notes") will mature on November 15, 2029. Weyerhaeuser Company may redeem the notes, in whole at any
time or from time to time in part, at the redemption prices described in this prospectus supplement. The notes will not be subject to any sinking fund
provisions.
If we experience a Change of Control Triggering Event (as defined herein) with respect to the notes, we will be required to offer to purchase the
notes from holders. See "Description of Notes--Offer to Purchase Upon Change of Control Triggering Event" included in this prospectus supplement.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-12 of this prospectus supplement.

Underwriting
Discounts and
Proceeds to Us,

Price to Public(1)
Commissions
Before Expenses
Per Note

99.462%

0.650%

98.812%
Total

$
745,965,000
$
4,875,000
$
741,090,000

(1) Plus accrued interest, if any, from February 25, 2019, if settlement occurs after that date.

N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or disa pprove d
of t he se se c urit ie s or de t e rm ine d if t his prospe c t us supple m e nt or t he a c c om pa nying prospe c t us is t rut hful or c om ple t e .
Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .

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The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.
The underwriters expect to deliver the notes in book-entry form through the facilities of The Depository Trust Company on or about February 25,
2019.
Joint Book-Running Managers

Goldm a n Sa c hs & BofA M e rrill Lync h
J .P. M orga n
M orga n St a nle y
Co. LLC

M U FG

We lls Fa rgo Se c urit ie s

Co-Managers

PN C Ca pit a l M a rk e t s LLC
Ra bo Se c urit ie s
Sc ot ia ba nk
U S Ba nc orp

BB& T Ca pit a l M a rk e t s
BN Y M e llon Ca pit a l
T he Willia m s Ca pit a l
M a rk e t s, LLC
Group, L.P.

February 21, 2019
Table of Contents
T ABLE OF CON T EN T S
Prospe c t us Supple m e nt

Page
About This Prospectus Supplement
S-1
Market Data
S-2
Special Notice Regarding Forward-Looking Statements
S-3
Prospectus Supplement Summary
S-6
The Offering
S-8
Risk Factors
S-12
Use of Proceeds
S-16
Capitalization
S-17
Description of Notes
S-18
Description of Other Indebtedness
S-29
Material United States Federal Income Tax Consequences
S-31
Underwriting
S-35
Incorporation by Reference
S-40
Legal Matters
S-41
Experts
S-42
Prospe c t us

Page
About This Prospectus

1
Special Note Regarding Forward-Looking Statements

2
Risk Factors

3
Weyerhaeuser Company

3
Use of Proceeds

4
Ratio of Earnings to Fixed Charges and to Combined Fixed Charges and Preference Dividends

4
Description of Debt Securities

5
Description of Capital Stock

18
Description of Preferred Shares

20
Description of Preference Shares

24
Description of Depositary Shares

28
Description of Common Shares

32
Description of Warrants

34
Description of Stock Purchase Contracts and Stock Purchase Units

36
Plan of Distribution

37
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Certain Federal Income Tax Considerations

40
Where You Can Find More Information

51
Legal Matters

52
Experts

52
Table of Contents
ABOU T T H I S PROSPECT U S SU PPLEM EN T
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering
and certain other matters relating to Weyerhaeuser Company (as defined below). The second part, the accompanying prospectus, gives
more general information, some of which does not apply to this offering. Generally, when we refer to the prospectus, we are referring to
both parts of this document combined. This prospectus supplement and the accompanying prospectus are part of a registration statement
on Form S-3 that we filed with the Securities and Exchange Commission (the "SEC") on June 7, 2018, which became automatically
effective upon filing. If the description in this prospectus supplement differs from the description in the accompanying prospectus, the
description in this prospectus supplement supersedes the description in the accompanying prospectus.
We ha ve not a nd t he unde rw rit e rs ha ve not a ut horize d a nyone t o provide a ny inform a t ion ot he r t ha n t ha t
c ont a ine d or inc orpora t e d by re fe re nc e int o t his prospe c t us supple m e nt or t he a c c om pa nying prospe c t us or in
a ny fre e w rit ing prospe c t us pre pa re d by or on be ha lf of us or t o w hic h w e ha ve re fe rre d you. We a nd t he
unde rw rit e rs t a k e no re sponsibilit y for, a nd c a n provide no a ssura nc e a s t o t he re lia bilit y of, a ny ot he r
inform a t ion t ha t ot he rs m a y give you. We a re not , a nd t he unde rw rit e rs a re not , m a k ing a n offe r t o se ll t he se
se c urit ie s in a ny jurisdic t ion w he re t he offe r or sa le is not pe rm it t e d. Y ou should a ssum e t ha t t he inform a t ion
a ppe a ring in e a c h of t his prospe c t us supple m e nt , t he a c c om pa nying prospe c t us, t he doc um e nt s inc orpora t e d by
re fe re nc e int o t his prospe c t us supple m e nt a nd t he a c c om pa nying prospe c t us a nd a ny re la t e d fre e w rit ing
prospe c t us is a c c ura t e a s of t he re spe c t ive da t e s of t hose doc um e nt s. Our busine ss, fina nc ia l c ondit ion, re sult s
of ope ra t ions a nd prospe c t s m a y ha ve c ha nge d sinc e t he a pplic a ble da t e . Y ou should re a d t his prospe c t us
supple m e nt , t he a c c om pa nying prospe c t us, t he doc um e nt s inc orpora t e d by re fe re nc e int o t his prospe c t us
supple m e nt a nd t he a c c om pa nying prospe c t us a nd a ny re la t e d fre e w rit ing prospe c t us w e provide t o you prior t o
m a k ing your inve st m e nt de c ision.
In this prospectus supplement, unless otherwise specified or the context requires otherwise:

· "Weyerhaeuser Company", "the company", "we", "us" or "our" refer to Weyerhaeuser Company and its consolidated subsidiaries

as of the applicable date of the statement; and

· "Notes Offering" or "this offering" means this offering of $750,000,000 aggregate principal amount of our notes.
All references to currency amounts included in this prospectus supplement are in U.S. dollars unless specifically noted otherwise.

S-1
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M ARK ET DAT A
The information in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference into this
prospectus supplement and the accompanying prospectus include statements regarding the forest products industry, the U.S. and global
economy and related matters. These include statements regarding:

· changes in the economy in the United States, Asia, particularly Japan and China, and other parts of the world;

· changes in the housing, wood products and timber markets;

· the number of U.S. single family and total home starts and factors affecting U.S. housing starts;

· changes in currency exchange rates and the relative strength of various currencies;

· changes in product shipments;

· changes and developments in environmental regulations in the United States and Canada;

· the productivity of our forests, recognition of our forestry management and our sustainable forestry practices and the certification
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of forests we own or manage under applicable sustainability and other standards;

· the size and location of our timberlands relative to others in our industry;

· local real estate market conditions, such as the level of supply or demand for properties sharing the same or similar

characteristics of our timberlands;

· levels of consumer confidence;

· our relative size as a manufacturer and distributor of wood products in North America;

· changes in demand for and supply and prices of export and domestic logs;

· changes in demand for, and supply, consumption and prices of, wood products;

· levels of and changes in interest rates and mortgage rates and actions by the U.S. Federal Reserve to raise or lower short-term

interest rates; and

· levels (and changes in levels) of home building and repair and remodeling and their effect on consumption of wood products.
This information is derived primarily from publicly available information and other sources that may include forest products industry
publications and websites, data compiled by market research firms and similar sources. Although we believe that this information is
reliable, we have not independently verified any of this information and we cannot assure you that it is accurate.

S-2
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SPECI AL N OT I CE REGARDI N G FORWARD-LOOK I N G ST AT EM EN T S
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference into this prospectus
supplement and 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 Act of 1933 and 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 significantly from our
forward-looking statements. There is no guarantee that any of the events anticipated by our forward-looking statements will occur, or if any
of the events occur, there is no guarantee what effect they will have on our operations or financial condition.
We undertake no obligation to update the forward-looking statements contained in any document after the date of such document,
unless required by law.
Forw a rd-Look ing T e rm inology
Some forward-looking statements discuss our plans, strategies and intentions. They use words such as "expects", "may", "will",
"believes", "should", "approximately", "anticipates", "estimates", "projects", "intends", "targets" and "plans". In addition, these words may use
the positive or negative or other variations of those terms.
St a t e m e nt s
We make forward-looking statements in this prospectus supplement and the documents incorporated by reference herein, including
with respect to dividends, estimated tax rates, expected results of litigation and the sufficiency of litigation reserves, our expected capital
expenditures for 2019, anticipated other borrowings, our expectations relating to pension contributions and benefit payments and
recognition of certain tax benefits in the future.
We base our forward-looking statements on a number of factors, including the expected effect of:
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· the economy;

· laws and 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.

S-3
Table of Contents
For additional information regarding forward-looking statements, see "Special Note Regarding Forward-Looking Statements" in the
accompanying prospectus.
Risk s, U nc e rt a int ie s a nd Assum pt ions
Major risks and uncertainties, and assumptions that we make, that affect our business and may cause actual results to differ
materially from the content of these forward-looking statements include, but are not limited to:

· the effect of general economic conditions, including employment rates, interest rate levels, housing starts, general availability of

financing for home mortgages and the relative strength of the U.S. dollar;

· market demand for our products, including market demand for our timberland properties with higher and better uses, which is

related to, among other factors, the strength of the various U.S. business segments and U.S. and international economic
conditions;

· changes in currency exchange rates, particularly the relative value of the U.S. dollar to the Japanese yen, the Chinese yuan, and

the Canadian dollar, and the relative value of the euro to the yen;

· restrictions on international trade and tariffs imposed on imports or exports;

· the availability and cost of shipping and transportation;

· economic activity in Asia, especially Japan and China;

· performance of our manufacturing operations, including maintenance and capital requirements;

· potential disruptions in our manufacturing operations;

· the level of competition from domestic and foreign producers;

· the successful execution of our internal plans and strategic initiatives, including restructuring and cost reduction initiatives;

· the successful and timely execution and integration of our strategic acquisitions, including our ability to realize expected benefits

and synergies, and the successful and timely execution of our strategic divestitures, each of which is subject to a number of risks
and conditions beyond our control including, but not limited to, timing and required regulatory approvals;

· raw material availability and prices;

· the effect of weather;

· changes in global or regional climate conditions and governmental response to such changes;

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

· energy prices;

· transportation and labor availability and costs;

· federal tax policies;

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

· legal proceedings;

· performance of pension fund investments and related derivatives;

S-4
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· the effect of timing of employee retirements and changes in the market price of our common stock on charges for share-based

compensation;

· the accuracy of our estimates of costs and expenses related to contingent liabilities;

· changes in accounting principles; and

· other factors described under "Risk Factors" in or incorporated by reference into this prospectus supplement.

S-5
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PROSPECT U S SU PPLEM EN T SU M M ARY
The following information supplements, and should be read together with, the information contained or incorporated by
reference into other parts of this prospectus supplement and the accompanying prospectus. This summary highlights selected
information from this prospectus supplement. As a result, it does not contain all of the information you should consider before
investing in the notes. You should carefully read the entire prospectus supplement and the accompanying prospectus, including the
documents incorporated by reference herein and therein, which are described under "Incorporation by Reference" included in this
prospectus supplement and "Where You Can Find More Information" in the accompanying prospectus, before deciding whether to
invest in the notes. You should pay special attention to the "Risk Factors" section of this prospectus supplement to determine whether
to invest in the notes.
We ye rha e use r Com pa ny
Overview
We are one of the world's largest private owners of timberlands. We own or control 12.2 million acres of timberlands in the
U.S., and manage an additional 14.0 million acres of timberlands under long-term licenses in Canada. We manage these timberlands
on a sustainable basis in compliance with internationally recognized forestry standards. Our objective is to maximize the long-term
value of timberlands we own. We analyze each timberland acre comprehensively to understand its highest-value use. We realize this
value in many ways, particularly through growing and harvesting the trees, but also by selling properties when we can create
incremental value. In addition, we focus on opportunities to realize value for oil and natural gas production, construction aggregates
and mineral extraction, wind and solar power, communication tower leases and transportation rights of way that exist in our ownership.
We are also one of the largest manufacturers of wood products in North America. We manufacture and distribute high-quality
wood products, including structural lumber, oriented strand board, engineered wood products and other specialty products. These
products are primarily supplied to the residential, multi-family, industrial, light commercial and repair and remodel markets. We operate
35 manufacturing facilities in the United States and Canada.
Our company is a real estate investment trust ("REIT").
Sustainability and citizenship are part of our core values. In addition to practicing sustainable forestry, we focus on increasing
energy and resource efficiency, reducing greenhouse gas emissions, reducing water consumption, conserving natural resources and
offering sustainable products that meet our customers' needs. We operate with world class safety results, actively support the
communities in which we operate and strive to communicate transparently with our investors and other stakeholders. We are the only
North American forest products company included on the Dow Jones Sustainability North America Index, and we also are recognized
for our leading performance in the areas of ethics, citizenship and gender equality.
In 2018, we generated $7.5 billion in net sales and employed approximately 9,300 people who serve customers worldwide.
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Addit iona l I nform a t ion
Weyerhaeuser Company was incorporated as Weyerhaeuser Timber Company in the state of Washington in January 1900.
Starting with our 2010 fiscal year, we elected to be taxed as a REIT for U.S. Federal income tax purposes. The mailing address of our
principal executive offices is 220 Occidental Avenue South, Seattle, Washington 98104, and the telephone number of our principal
executive offices is (206) 539-3000.

S-7
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T H E OFFERI N G
The following summary contains basic information about this offering. It does not contain all the information that is important to
you. You should read this prospectus supplement and the accompanying prospectus and the documents incorporated and deemed to
be incorporated by reference into this prospectus supplement and the accompanying prospectus carefully before making an
investment decision.
Unless otherwise expressly stated or the context otherwise requires, references to "Weyerhaeuser Company", "we", "our" and
"us" and similar references appearing under this caption "The Offering" mean Weyerhaeuser Company excluding its subsidiaries.

Issuer
Weyerhaeuser Company, a Washington corporation.
Ranking
The notes will be unsecured and unsubordinated obligations of
Weyerhaeuser Company and will rank equally in right of
payment with all other unsecured and unsubordinated
indebtedness of Weyerhaeuser Company. The notes will be
effectively subordinated to any secured indebtedness that we
or any of our subsidiaries may incur. In addition, the notes will
be effectively subordinated in right of payment to all existing
and future liabilities, including indebtedness (whether secured
or unsecured), trade payables, guarantees, lease obligations
and letter of credit obligations, of our subsidiaries. In addition,
although certain of our existing and future indebtedness may
benefit from credit support agreements entered into by one of
our subsidiaries, the notes will not have the benefit of any
similar credit support agreement. See "Risk Factors--Risks
Relating to the Notes" included in this prospectus supplement.
Securities Offered
$750,000,000 principal amount of 4.00% notes due 2029.
Maturity Date
The notes will mature on November 15, 2029.
Interest Rate
The notes will have an interest rate of 4.00% per annum,
accruing from February 25, 2019.
Interest Payment Dates
May 15 and November 15, of each year, beginning on May 15,
2019.
Optional Redemption
At any time before August 15, 2029 (the date that is three
months prior to the maturity date, which is referred to in this
prospectus supplement as the "Early Call Date"), the notes
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S-8
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will be redeemable, in whole at any time 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 notes
to be redeemed; and (2) the sum of the present values of the
remaining scheduled payments of principal and interest on the
notes to be redeemed that would be due if such notes matured
on the Early Call Date but for the redemption (exclusive of any
portion of the payments of interest accrued to the date of
redemption) 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 25 basis points,
plus, in the case of both clause (1) and clause (2) above,
accrued and unpaid interest on the principal amount of the
notes being redeemed to that redemption date.

At any time on or after the Early Call Date, the notes will be
redeemable as a whole or in part, at our option, at a
redemption price equal to 100% of the principal amount of the
notes to be redeemed plus accrued and unpaid interest on the
principal amount of the notes being redeemed to that
redemption date.

The notes will not be subject to any sinking fund provision.
Change of Control Offer
If we experience a Change of Control Triggering Event (as
defined under "Description of Notes-- Offer to Purchase Upon
Change of Control Triggering Event" included in this
prospectus supplement) with respect to the notes, we will be
required to offer to purchase the notes from the holders
thereof. See "Description of Notes--Offer to Purchase Upon
Change of Control Triggering Event" included in this
prospectus supplement.
Covenants
We will issue the notes under an indenture with The Bank of
New York Mellon Trust Company, N.A., as trustee. The
indenture will, among other things, restrict our ability and the
ability of our "subsidiaries", as that term is defined in the
indenture, to:

·incur indebtedness for borrowed money secured by
mortgages on timber or timberlands located in specified

states or on any principal manufacturing plant

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located in the United States unless we secure the notes and
any other debt securities issued under the indenture equally
and ratably with, or prior to, that indebtedness; and

·enter into specified sale and leaseback transactions with
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respect to real property located in the United States
unless we apply an amount equal to the fair value of the
leased property, as determined by our Board of Directors,
to repay indebtedness or unless we would be entitled,
pursuant to the limitation on liens covenant described in
the preceding bullet point, to incur indebtedness for
borrowed money secured by a mortgage on the leased
property without equally and ratably securing the debt
securities issued under the indenture.

These covenants are subject to a number of important
exceptions, qualifications and limitations and you should
carefully review the information under "Description of Debt
Securities--Certain Covenants with Respect to Senior Debt
Securities" in the accompanying prospectus for more
information.
Use of Proceeds
We estimate that the net proceeds to us from this offering,
after deducting estimated underwriting discounts and
commissions and estimated offering expenses payable by us,
will be approximately $739.3 million.

We intend to use the net proceeds from this offering to
redeem our outstanding 7.375% notes due October 1, 2019, of
which $500 million aggregate principal amount is outstanding.
We intend to use the remainder of the net proceeds from this
offering for general corporate purposes.
Future Issuances of Notes Offered Hereby
We may, without the consent of the holders of the notes,
"reopen" the notes and issue additional notes from time to time
in the future, provided that if such additional notes are not
fungible for U.S. Federal income tax purposes with the initial
notes offered hereby, such additional notes will have a
separate CUSIP. The notes offered hereby and any additional
notes that we may issue by reopening such series of notes will
vote or take that action as a single class pursuant to the
indenture.

S-10
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Absence of a Public Market for the Notes
The notes will be a new issue of securities for which there is
no established market. Accordingly, there can be no assurance
that a market for the notes will develop or as to the liquidity of
any market that may develop. The underwriters have advised
us that they currently intend to make a market in the notes.
However, they are not obligated to do so and any market
making with respect to the notes may be discontinued without
notice.
Material United States Federal Income Tax Consequences
The material U.S. Federal income tax consequences of
purchasing, owning and disposing of the notes are described
in "Material United States Federal Income Tax Consequences"
included in this prospectus supplement.
Risk Factors
An investment in the notes involves risks. You should carefully
consider, among other matters, the risks and uncertainties
discussed under the captions "Risk Factors" beginning on
page S-12 of this prospectus supplement and under Item 1A
of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2018, incorporated by reference into this
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prospectus supplement, as well as the other information
contained or incorporated by reference into this prospectus
supplement and the accompanying prospectus, before making
a decision to invest in the notes. See "Incorporation by
Reference" included in this prospectus supplement and
"Where You Can Find More Information" in the accompanying
prospectus.

S-11
Table of Contents
RI SK FACT ORS
Investing in the notes involves risks. You should carefully consider the risks described below as well as the risk factors incorporated
by reference into this prospectus supplement from our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, under
the sections titled "Risk Factors" in Part I, Item 1A, and "Management's Discussion and Analysis of Financial Condition and Results of
Operations" in Part II, Item 7, and the factors discussed in other filings we may make from time to time with the SEC. Those risks and
uncertainties are not the only ones we face. You should also refer to the other information in this prospectus supplement, the
accompanying prospectus, any related free writing prospectus and the documents that are incorporated by reference into this prospectus
supplement and the accompanying prospectus, especially the financial statements included or incorporated by reference, before making an
investment decision.
Risk s Re la t ing t o t he N ot e s
The notes will be unsecured and therefore will be effectively subordinated to our secured indebtedness.
The notes will not be secured by any of our assets. As a result, the notes will be effectively subordinated to all existing and future
secured indebtedness of us or any of our subsidiaries to the extent of the value of the assets securing such indebtedness. In any
liquidation, dissolution, bankruptcy or other similar proceeding of us or any of our subsidiaries, the holders of our secured indebtedness or
the secured indebtedness of those subsidiaries, as the case may be, may assert rights against the assets pledged to secure that
indebtedness in order to receive full payment of their indebtedness before those assets may be used to pay other creditors, including the
holders of the notes. Although the indenture that will govern the notes contains certain limitations on the ability of us and certain of our
subsidiaries to incur indebtedness for borrowed money secured by liens on certain properties and to enter into certain sale and leaseback
transactions involving any real property in the United States, those limitations are subject to significant exceptions, qualifications and
limitations.
As of December 31, 2018, we had approximately $6.3 billion of unsecured indebtedness and no secured indebtedness.
The notes will be effectively subordinated to the indebtedness and other liabilities of our subsidiaries.
Weyerhaeuser Company, the issuer of the notes offered hereby, owns substantially all of our U.S. timberlands and a limited amount
of other assets. Other than the U.S. timberlands and other assets owned directly by Weyerhaeuser Company, our operations are
conducted and our assets are owned by subsidiaries of Weyerhaeuser Company. The notes will be the obligations of Weyerhaeuser
Company exclusively and none of its subsidiaries will guarantee the notes.
Accordingly, the notes will be effectively subordinated to all existing and future indebtedness and other liabilities, including
indebtedness, trade payables, guarantees and lease and letter of credit obligations, of Weyerhaeuser Company's subsidiaries. As a result,
Weyerhaeuser Company's right to receive assets upon the liquidation, dissolution, bankruptcy or similar proceeding of any of its
subsidiaries, and your consequent right to participate in the assets of any such subsidiary, are subject to the claims of such subsidiary's
creditors, except to the extent that Weyerhaeuser Company may itself be a creditor with recognized claims against such subsidiary. Even if
Weyerhaeuser Company is recognized as a creditor of one or more of its subsidiaries, its claims would still be effectively subordinated to
any security interests in the assets of any such subsidiary and to any indebtedness or other liabilities of any such subsidiary senior to its
claims. Neither the notes nor the indenture that will

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https://www.sec.gov/Archives/edgar/data/106535/000119312519047999/d701260d424b5.htm[2/22/2019 3:33:07 PM]

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