Obbligazione Weyerhauser 4% ( US962166BY91 ) in USD

Weyerhauser

98.43 USD ▼

Stati Uniti

US962166BY91 ( in USD )

4% per anno ( pagato 2 volte l'anno)

15/04/2030

Prospetto opuscolo dell'obbligazione Weyerhaeuser US962166BY91 en USD 4%, scadenza 15/04/2030

2 000 USD

750 000 000 USD

962166BY9

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

15/04/2026 ( In 13 giorni )

Weyerhaeuser è una società forestale statunitense che gestisce foreste, produce legname e altri prodotti a base di legno.

The Obbligazione issued by Weyerhauser ( United States ) , in USD, with the ISIN code US962166BY91, pays a coupon of 4% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 15/04/2030

The Obbligazione issued by Weyerhauser ( United States ) , in USD, with the ISIN code US962166BY91, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Weyerhauser ( United States ) , in USD, with the ISIN code US962166BY91, 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
Am ount of
T it le of e a c h Cla ss of
t o be
M a x im um
Aggre ga t e
Re gist ra t ion
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

Fe e (1 )

4.000% Notes due 2030

$750,000,000

98.470%

$738,525,000

$95,860.55

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. The full amount of the fee is being paid at
this time.
Table of Contents
PROSPECTUS SUPPLEMENT DATED MARCH 26, 2020
(To prospectus dated June 7, 2018)
$ 7 5 0 ,0 0 0 ,0 0 0

We ye rha e use r Com pa ny
4.000% Notes due 2030

The 4.000% notes due 2030 (the "notes") will mature on April 15, 2030. We 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-13 of this prospectus supplement.

Underwriting
Discounts and
Proceeds to Us,

Price to Public(1)

Commissions

Before Expenses
Per Note

98.470%

0.650%

97.820%
Total

$ 738,525,000

$ 4,875,000

$ 733,650,000

(1)
Plus accrued interest, if any, from March 30, 2020, if settlement occurs after that date.

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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 .

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
March 30, 2020.
Joint Book-Running Managers

BofA Se c urit ie s
Goldm a n Sa c hs &
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
SunT rust Robinson

H um phre y
U S Ba nc orp
BN Y M e llon Ca pit a l
Sie be rt Willia m s

M a rk e t s, LLC

Sha nk & Co., LLC

March 26, 2020
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
Risk Factors
S-13
Use of Proceeds
S-18
Capitalization
S-19
Description of Notes
S-20
Description of Other Indebtedness
S-33
Material United States Federal Income Tax Consequences
S-35
Underwriting
S-39
Incorporation by Reference
S-44
Legal Matters
S-46
Experts
S-47
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
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Description of Warrants

34
Description of Stock Purchase Contracts and Stock Purchase Units

36
Plan of Distribution

37
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. 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 the notes.
All references to currency amounts included in this prospectus supplement are in U.S. dollars unless specifically noted otherwise.

S-1
Table of Contents
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;
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· 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

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;

· levels (and changes in levels) of home building and repair and remodeling and their effect on consumption of wood products; and

· the effect of COVID-19 on any of the above.
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 described--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
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with respect to dividends, estimated tax rates, expected results of litigation and the sufficiency of litigation reserves, our expected capital
expenditures for 2020, 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:

· 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;

S-3
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· anticipated use of proceeds from this offering; and

· other related matters.
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
significantly 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;

· the effect of COVID-19 and other viral or disease outbreaks;

· 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;
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· 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;

· 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 this prospectus supplement or in the "Risk Factors" sections in our Annual Report

on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on February 14, 2020, and the other documents
incorporated by reference into this prospectus supplement.

S-5
Table of Contents
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 and the "Risk
Factors" sections in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on
February 14, 2020, and the other documents incorporated by reference into 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 approximately 11 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 through lease and royalty agreements for the surface
and subsurface rights 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
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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 2019, we generated $6.6 billion in net sales and employed approximately 9,400 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.

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T he Offe ring
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
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
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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 4.000% notes due 2030.
Maturity Date
The notes will mature on April 15, 2030.
Interest Rate
The notes will have an interest rate of 4.000% per annum,
accruing from March 30, 2020.

Interest Payment Dates
We will pay interest on the notes on April 15 and October 15 of
each year, beginning on October 15, 2020.
Optional Redemption
At any time before January 15, 2030 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
will be redeemable, in whole at any time or from time to time in
part, at our option at a redemption price equal to the

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

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· ?enter into specified sale and leaseback transactions with
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 notes

and any other 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 $731.8 million.

We intend to use a substantial portion of the net proceeds from
this offering to refinance our existing indebtedness, which may
take the form of redemptions, repayments at maturity,
repurchases or other transactions, including one or more of the
following:

· ?to redeem all or a portion of our outstanding 4.70% notes
due 2021, of which $569 million aggregate principal
amount is outstanding;

· ?to repay at maturity our 9.00% debentures due 2021, of
which $150 million aggregate principal amount is
outstanding; and / or

· ?to refinance in whole or in part our outstanding 3.25%
notes due 2023, of which $325 million aggregate principal
amount is outstanding, and our outstanding 4.625% notes
due 2023, of which $500 million aggregate principal

amount is outstanding.

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Our determination as to which series of indebtedness and the
respective amounts of our indebtedness to refinance will be
based on the trading prices, maturity profile, coupon and
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redemption features of our existing indebtedness as well as
prevailing interest rates and other factors and could include
other indebtedness not listed above. Prospective investors
should be aware that we retain substantial discretion as to the
ultimate amount and timing of any debt to be refinanced. This
prospectus supplement does not constitute a notice of
redemption of any of our outstanding securities.

We intend to use the remainder of the net proceeds from this
offering, if any, 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 action as a single class pursuant to the indenture.
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

S-11
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captions "Risk Factors" beginning on page S-13 of this
prospectus supplement and under Item 1A of our Annual Report
on Form 10-K for the fiscal year ended December 31, 2019,
filed with the SEC on February 14, 2020 and incorporated by
reference into this 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.

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Document Outline

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