Obligation Weyerhauser 7.375% ( US962166BR41 ) en USD

Weyerhauser

114.081 % ▲

Etas-Unis

US962166BR41 ( en USD )

7.375% par an ( paiement semestriel )

15/03/2032

Prospectus brochure de l'obligation Weyerhaeuser US962166BR41 en USD 7.375%, échéance 15/03/2032

1 000 USD

1 250 000 000 USD

962166BR4

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

15/09/2026 ( Dans 167 jours )

Weyerhaeuser est une société forestière américaine intégrée verticalement, opérant dans la gestion durable des forêts, la production de produits forestiers et la fabrication de bois d'?uvre, de panneaux de particules et de pâte à papier.

L'Obligation émise par Weyerhauser ( Etas-Unis ) , en USD, avec le code ISIN US962166BR41, paye un coupon de 7.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/03/2032

L'Obligation émise par Weyerhauser ( Etas-Unis ) , en USD, avec le code ISIN US962166BR41, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Weyerhauser ( Etas-Unis ) , en USD, avec le code ISIN US962166BR41, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<FILENAME>v80712b3e424b3.txt
<DESCRIPTION>FORM 424B3
<TEXT>
<PAGE>
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-86232
PROSPECTUS
WEYERHAEUSER COMPANY
OFFER TO EXCHANGE ITS
FLOATING RATE NOTES DUE 2003,
5.50% NOTES DUE 2005,
6.125% NOTES DUE 2007,
6.75% NOTES DUE 2012 AND
7.375% DEBENTURES DUE 2032
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING
FLOATING RATE NOTES DUE 2003,
5.50% NOTES DUE 2005,
6.125% NOTES DUE 2007,
6.75% NOTES DUE 2012 AND
7.375% DEBENTURES DUE 2032
- We are offering to exchange up to $500,000,000 of our Floating Rate Notes due
2003, $1,000,000,000 of our 5.50% Notes due 2005, $1,000,000,000 of our 6.125%
Notes due 2007, $1,750,000,000 of our 6.75% Notes due 2012 and $1,250,000,000
of our 7.375% Debentures due 2032 that have been registered under the
Securities Act of 1933 (collectively, the "exchange securities") for a like
aggregate principal amount of our Floating Rate Notes due 2003, 5.50% Notes
due 2005, 6.125% Notes due 2007, 6.75% Notes due 2012 and 7.375% Debentures
due 2032, respectively, that we previously issued without registration under
the Securities Act (collectively, the "old securities").
- The terms of the exchange securities of each series will be identical in all
material respects to the terms of the old securities of that series, except
that the transfer restrictions, registration rights and additional interest
provisions applicable to the old securities of that series will not apply to
the exchange securities of that series.
- We will issue exchange securities of each series in exchange for all old
securities of that series that are validly tendered and not withdrawn.
- Each exchange offer will expire at 5:00 p.m., New York City time, on September
24, 2002 unless we extend it.
- You may withdraw tenders of old securities of any series at any time before
5:00 p.m., New York City time, on the date of the expiration of the exchange
offer for the securities of that series.
- We will not receive any cash proceeds from the exchange offers.
- No dealer-manager is being used in connection with the exchange offers.
- The exchange of the exchange securities of any series for the old securities
of that series will not be a taxable transaction for U.S. federal income tax
purposes.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
We are not making any exchange offer in any state where it is not permitted.
---------------------
INVESTING IN THE EXCHANGE SECURITIES INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 14.
---------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------------
THE DATE OF THIS PROSPECTUS IS AUGUST 13, 2002.
<PAGE>
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
<S> <C>
Special Note Regarding Forward-Looking Statements........... 2
Prospectus Summary.......................................... 4
Risk Factors................................................ 14
Recent Developments......................................... 15
Use of Proceeds............................................. 16
Ratios of Earnings to Fixed Charges......................... 16
The Exchange Offers......................................... 17
Description of the Exchange Securities...................... 29
Certain United States Federal Income Tax Considerations..... 45
Plan of Distribution........................................ 47
Available Information....................................... 48
Incorporation by Reference.................................. 49
Legal Matters............................................... 49
Experts..................................................... 50
</Table>
---------------------
We have not authorized any person to give any information or to make any

representation in connection with this offer other than the information
contained and incorporated or deemed to be incorporated by reference in this
prospectus, and, if given or made, that information or representation must not
be relied upon as having been authorized by us. This prospectus does not
constitute an offer or solicitation of an offer by anyone in any jurisdiction in
which that offer or solicitation is not authorized, or in which the person is
not qualified to do so or to any person to whom it is unlawful to make an offer
or solicitation.
This prospectus incorporates important business and financial information
about us that is not included in or delivered with this prospectus. This
information is available without charge to you upon written or oral request. To
receive a copy of any of the documents incorporated by reference in this
prospectus, other than exhibits unless they are specifically incorporated by
reference in those documents, call or write to our Director of Investor
Relations at Weyerhaeuser Company, P.O. Box 9777, Federal Way, Washington
98063-9777, telephone (253) 924-2058. IN ADDITION, TO OBTAIN TIMELY DELIVERY OF
ANY INFORMATION YOU REQUEST, YOU MUST SUBMIT YOUR REQUEST NO LATER THAN
SEPTEMBER 17, 2002, WHICH IS FIVE BUSINESS DAYS BEFORE THE EXCHANGE OFFERS ARE
CURRENTLY SCHEDULED TO EXPIRE.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated or deemed to be incorporated
by reference in this 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 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-
2
<PAGE>
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 level of competition from foreign producers;
- the effect of forestry, land use, environmental and other governmental
regulations;
- the risk of losses from terrorist activity, fires, floods and other
natural disasters; and
- 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, and the ability
of Willamette and any other businesses or companies we acquire to perform
in accordance with our expectations.
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 and the Euro, plus 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 and in the documents incorporated
and deemed to be incorporated by reference in this prospectus.
3
<PAGE>
PROSPECTUS SUMMARY
The following is a summary of key aspects of the exchange offers. It does
not contain all of the information that may be important to you. You should
carefully read the detailed information appearing elsewhere in this prospectus,
the related letter of transmittal and the documents incorporated and deemed to
be incorporated by reference in this prospectus.
In this prospectus, we sometimes refer to our Floating Rate Notes due 2003
that we previously issued as the "old floating rate notes due 2003," the
Floating Rate Notes due 2003 that we are offering in exchange for the old
floating rate notes due 2003 as the "floating rate exchange notes due 2003," and
the old floating rate notes due 2003 and the floating rate exchange notes due
2003 as, collectively, the "floating rate notes due 2003."
In this prospectus, we sometimes refer to our 5.50% Notes due 2005 that we
previously issued as the "old notes due 2005," the 5.50% Notes due 2005 that we
are offering in exchange for the old notes due 2005 as the "exchange notes due
2005," and the old notes due 2005 and the exchange notes due 2005 as,
collectively, the "notes due 2005."
In this prospectus, we sometimes refer to our 6.125% Notes due 2007 that we
previously issued as the "old notes due 2007," the 6.125% Notes due 2007 that we
are offering in exchange for the old notes due 2007 as the "exchange notes due

2007," and the old notes due 2007 and the exchange notes due 2007 as,
collectively, the "notes due 2007."
In this prospectus, we sometimes refer to our 6.75% Notes due 2012 that we
previously issued as the "old notes due 2012," the 6.75% Notes due 2012 that we
are offering in exchange for the old notes due 2012 as the "exchange notes due
2012," and the old notes due 2012 and the exchange notes due 2012 as,
collectively, the "notes due 2012."
In this prospectus, we sometimes refer to our 7.375% Debentures due 2032
that we previously issued as the "old debentures due 2032," the 7.375%
Debentures due 2032 that we are offering in exchange for the old debentures due
2032 as the "exchange debentures due 2032," and the old debentures due 2032 and
the exchange debentures due 2032 as, collectively, the "debentures due 2032."
We also sometimes refer to the exchange offers made by this prospectus and
the related letter of transmittal as the "exchange offers" and to that letter of
transmittal as the "letter of transmittal."
Unless otherwise expressly stated or the context otherwise requires,
references to "Weyerhaeuser," "we," "our" and "us" and similar references mean
Weyerhaeuser Company and its consolidated subsidiaries which include, with
respect to information relating to dates or periods on and after February 11,
2002, Willamette Industries, Inc. and its consolidated subsidiaries.
WEYERHAEUSER COMPANY
Weyerhaeuser Company was incorporated in the State of Washington in January
1900 as Weyerhaeuser Timber Company. We are principally engaged in the growing
and harvesting of timber and the manufacture, distribution and sale of forest
products, real estate development and construction, and other real estate
related activities. Our principal business segments, which account for the
majority of our sales, earnings and asset base, are timberlands, wood products,
and pulp, paper and packaging. The mailing address of our principal executive
offices is 33663 Weyerhaeuser Way South, Federal Way, Washington 98003 and the
telephone number of our principal executive offices is (253) 924-2345.
THE EXCHANGE OFFERS
General....................... We are offering to exchange up to $500,000,000
aggregate principal amount of our floating rate
exchange notes due 2003, $1,000,000,000
aggregate principal amount of our exchange
notes due 2005, $1,000,000,000 aggregate
principal amount of our ex-
4
<PAGE>
change notes due 2007, $1,750,000,000 aggregate
principal amount of our exchange notes due 2012
and $1,250,000,000 aggregate principal amount
of our exchange debentures due 2032 that have
been registered under the Securities Act of
1933 (collectively, the "exchange securities")
for a like aggregate principal amount of our
old floating rate notes due 2003, old notes due
2005, old notes due 2007, old notes due 2012
and old debentures due 2032, respectively, that
we previously issued without registration under
the Securities Act (collectively, the "old
securities"). We sometimes refer to the
exchange securities and the old securities as,
collectively, the "securities."
All of the old securities were issued, and the
exchange securities will be issued, under the
same indenture. The old floating rate notes and
the floating rate exchange notes will
constitute a single series of debt securities
under the indenture. The old notes due 2005 and
the exchange notes due 2005 will constitute a
single series of debt securities under the
indenture. The old notes due 2007 and the
exchange notes due 2007 will constitute a
single series of debt securities under the
indenture. The old notes due 2012 and the
exchange notes due 2012 will constitute a
single series of debt securities under the
indenture. The old debentures due 2032 and the
exchange debentures due 2032 will constitute a
single series of debt securities under the
indenture. The offer we are making to exchange
securities of any series for old securities of
that series is referred to as an "exchange
offer" and all of these offers are referred to,
collectively, as the "exchange offers".
Old securities of each series may be tendered
for exchange in whole or in part in a principal
amount of $1,000 and integral multiples of
$1,000.
The terms of the exchange securities of each
series will be identical in all material
respects to the terms of the old securities of
that series, except that the transfer
restrictions, registration rights and
additional interest provisions applicable to
the old securities of that series will not
apply to the exchange securities of that
series. We are making the exchange offers in
order to satisfy our obligations under a
registration rights agreement, which we refer
to as the "registration rights agreement," that
we entered into in connection with the initial
issuance of the old securities.
If the exchange offer for the securities of any

series is not completed by the date specified
in the registration rights agreement, we will
be required to pay additional interest on the
old securities of that series until that
exchange offer is completed unless we file a
shelf registration statement for the old
securities of that series with the Securities
and Exchange Commission and comply with other
conditions.
Expiration Date............... The term "Expiration Date" means, with respect
to the exchange offer for the securities of any
series, 5:00 p.m., New York City time, on
September 24, 2002 unless we extend the term of
the exchange offer with respect to the
securities of that series, in which case the
term "Expiration Date" will mean, with respect
to the
5
<PAGE>
exchange offer for the securities of that
series, the latest date and time to which that
exchange offer is extended. See "The Exchange
Offers -- Expiration Date; Extensions;
Amendments."
As described above, we are making a separate
exchange offer with respect to the securities
of each series and we may elect to extend the
term of the exchange offer for one or more
series of securities without extending the term
of the exchange offer for any other series of
securities. Accordingly, the Expiration Date of
the exchange offer for any series of securities
may differ from the Expiration Date of the
exchange offers for any or all of the other
series of securities and, as a result, the
delivery of exchange securities of any series
may occur either before or after the delivery
of exchange securities of any other series.
Procedure for Tendering Old
Securities.................. To tender old securities of any series, holders
must complete, sign and date the letter of
transmittal and deliver it, together with
certificates for the old securities of that
series to be exchanged and any other required
documents, to the exchange agent referred to
below or comply with the procedures for
book-entry transfer, in each case on or prior
to the Expiration Date of the exchange offer
for the securities of that series and in
accordance with the detailed procedures
specified in this prospectus and the letter of
transmittal. Holders of old securities of any
series, who are unable to deliver these
documents or comply with the procedures for
book-entry transfer on or prior to the
Expiration Date of the exchange offer for the
securities of that series may follow the
guaranteed delivery procedures described in
this prospectus. See "The Exchange
Offers -- Procedures for Tendering Old
Securities." Holders of old securities of any
series registered in the name of a broker,
dealer, commercial bank, trust company or other
nominee are urged to contact that person
promptly if they wish to tender old securities
of that series. Letters of transmittal and
other required documents should not be sent to
us. Those documents should only be sent to the
exchange agent. Questions regarding how to
tender and requests for information should be
directed to the exchange agent. See "The
Exchange Offers -- Exchange Agent."
Withdrawal Rights............. Tenders of old securities of any series may be
withdrawn at any time on or prior to the
Expiration Date with respect to the exchange
offer for securities of that series by
delivering a written notice of withdrawal to
the exchange agent in conformity with the
procedures described under "The Exchange
Offers -- Withdrawal Rights."
Conditions to the Exchange
Offers........................ We will not be required to accept for exchange,
or to exchange, any old securities of any
series if specified events or conditions have
occurred or exist or have not been satisfied.
If we determine that any of these events or
conditions has occurred or exists or has not
been satisfied, we may, subject to applicable
law, terminate the exchange offer with respect
to the securities of that series, waive that
condition or otherwise amend the terms of that
exchange offer in any respect. See "The
Exchange Offers -- Certain Conditions to the
Exchange Offers."
6
<PAGE>
Resales of Exchange
Securities.................... Based on existing interpretations by the staff
of the SEC contained in interpretive letters

issued to parties unrelated to us, we believe
that, except as described in the next sentence,
you will generally be able to transfer the
exchange securities issued pursuant to the
exchange offers without compliance with the
registration or prospectus delivery
requirements of the Securities Act, so long as
you are not an affiliate of ours, you acquire
the exchange securities in the ordinary course
of your business, you have no arrangement or
understanding with any person to participate in
the distribution of the old securities or the
exchange securities within the meaning of the
Securities Act and you are not a broker-dealer
that purchased the old securities being
tendered in the exchange offers directly from
us for resale pursuant to Rule 144A or any
other available exemption from registration
under the Securities Act. However, if you are a
broker-dealer and receive exchange securities
in exchange for old securities that were
acquired for your own account as a result of
market-making activities or other trading
activities, you must deliver a prospectus
meeting the requirements of the Securities Act
in connection with any resale of those exchange
securities. Each holder of old securities who
wishes to receive exchange securities will be
required to make specified representations and
warranties to us in order to insure compliance
with the interpretive letters referred to
above. See "The Exchange Offers -- Resales of
Exchange Securities."
Exchange Agent................ The exchange agent for the exchange offers is
JPMorgan Chase Bank. The address and telephone
and facsimile numbers of the exchange agent
appear under "The Exchange Offers -- Exchange
Agent."
Use of Proceeds............... We will not receive any cash proceeds from the
issuance of the exchange securities offered by
this prospectus.
Consequences of Failure to
Exchange
the Old Securities.......... Any old securities of any series that are not
tendered and exchanged for exchange securities
of that series will remain outstanding
following the exchange offer for the securities
of that series and will continue to be subject
to transfer restrictions and to bear interest
at the same per annum rate of interest or, in
the case of the floating rate notes due 2003,
pursuant to the same interest rate formula, but
will not be entitled to any additional interest
or registration rights under the registration
rights agreement. If old securities of any
series are tendered and accepted in the
exchange offer for the securities of that
series, a holders' ability to sell any old
securities of that series that remain
outstanding could be adversely affected and
there may be no trading market for the old
securities of that series. See "-- Consequences
of Failure to Exchange the Old Securities"
below.
United States Federal Income
Tax
Considerations.............. The exchange of the exchange securities of any
series for old securities of that series will
not be a taxable transaction for U.S. federal
income tax purposes. Holders of old securities
should review the information appearing under
"Certain United States Federal Income Tax
Considerations" prior to tendering old
securities in the exchange offers.
7
<PAGE>
THE EXCHANGE SECURITIES
GENERAL
Issuer........................ Weyerhaeuser Company, a Washington corporation.
Ranking....................... The exchange securities will be unsecured and
unsubordinated obligations of Weyerhaeuser
Company and will rank equally with all other
unsecured and unsubordinated indebtedness of
Weyerhaeuser Company. As of March 31, 2002,
Weyerhaeuser Company had approximately $11.8
billion of unsecured and unsubordinated
indebtedness, excluding indebtedness of its
subsidiaries (including Willamette Industries,
Inc.). Subsequent to March 31, 2002, Willamette
Industries, Inc. merged into Weyerhaeuser
Company and, as a result of that merger, all
assets and obligations of Willamette
Industries, Inc. became assets and obligations
of Weyerhaeuser Company. See "Recent
Developments -- Acquisition of Willamette
Industries, Inc." As of March 31, 2002, on a
pro forma basis after giving effect to the
merger of Willamette Industries, Inc. into
Weyerhaeuser Company as if that merger had
occurred on that date, Weyerhaeuser Company

would have had approximately $13.1 billion of
unsecured and unsubordinated indebtedness,
excluding indebtedness of its subsidiaries.
The exchange securities will be effectively
subordinated to all existing and future
liabilities, including indebtedness, trade
payables, guarantees, lease obligations and
letter of credit obligations, of our
subsidiaries. As of March 31, 2002,
Weyerhaeuser Company subsidiaries had
approximately $6.6 billion of total
liabilities, excluding liabilities to
Weyerhaeuser Company and other intercompany
liabilities. As of March 31, 2002, on a pro
forma basis after giving effect to the merger
of Willamette Industries, Inc. into
Weyerhaeuser Company as if that merger had
occurred on that date, Weyerhaeuser Company
subsidiaries would have had approximately $2.9
billion of total liabilities, excluding
liabilities to Weyerhaeuser Company and other
intercompany liabilities. These pro forma
post-merger subsidiary liabilities as of March
31, 2002 included approximately $300 million of
outstanding subsidiary indebtedness that also
ranks equally with the old securities and, when
the exchange securities are issued, will also
rank equally with the exchange securities and
other unsecured and unsubordinated obligations
of Weyerhaeuser Company as a result of
agreements entered into by Weyerhaeuser Company
in connection with the acquisition of MacMillan
Bloedel. The indenture under which the old
securities were issued and the exchange
securities will be issued does not limit the
amount of indebtedness that may be incurred by
Weyerhaeuser Company or by its subsidiaries.
See "Description of the Exchange
Securities -- Ranking."
FLOATING RATE EXCHANGE NOTES DUE 2003
Securities Offered............ $500,000,000 principal amount of floating rate
exchange notes due 2003.
Maturity Date................. The floating rate exchange notes due 2003 will
mature on September 15, 2003.
8
<PAGE>
Interest Rate................. Interest on the floating rate exchange notes
due 2003 will accrue from the interest payment
date falling in September 2002 at a per annum
rate equal to LIBOR, determined as described
under "Description of the Exchange
Securities -- Floating Rate Exchange Notes" and
adjusted quarterly, plus 1.125%.
Interest Payment Dates........ March 15, June 15, September 15 and December
15. If any of these interest payment dates for
the floating rate exchange notes due 2003,
other than an interest payment date falling on
the maturity date of the floating rate exchange
notes due 2003, would otherwise be a day that
is not a Floating Rate Business Day, as
defined, that interest payment date will be
moved to, and will be, the next succeeding
Floating Rate Business Day, except that, if the
next succeeding Floating Rate Business Day
falls in the next succeeding calendar month,
that interest payment date instead will be
moved to, and will be, the immediately
preceding Floating Rate Business Day.
First Interest Payment........ The first interest payment date for the
floating rate exchange notes due 2003 will be
the interest payment date falling in December
2002 and the interest payable on the floating
rate exchange notes due 2003 on the interest
payment date falling in December 2002 will be
paid to the persons in whose names the floating
rate exchange notes due 2003 are registered at
the close of business on the 15th calendar day,
whether or not a Floating Date Business Day,
immediately preceding the interest payment date
falling in December 2002. Because the floating
rate exchange notes due 2003 will not be issued
until after the interest payment date falling
in September 2002, holders of floating rate
exchange notes due 2003 will not be entitled to
receive the interest payable on the interest
payment date falling in September 2002.
Instead, interest payable on the interest
payment date falling in September 2002 will be
payable on the old floating rate notes due 2003
and will be paid to the persons in whose names
the old floating rate notes due 2003 are
registered at the close of business on the 15th
calendar day, whether or not a Floating Rate
Business Day, immediately preceding the
interest payment date falling in September
2002.
No Optional Redemption........ The floating rate exchange notes due 2003 will
not be subject to redemption at our option
prior to maturity and will not be subject to
any sinking fund provision.

EXCHANGE NOTES DUE 2005
Securities Offered............ $1,000,000,000 principal amount of exchange
notes due 2005.
Maturity Date................. The exchange notes due 2005 will mature on
March 15, 2005.
Interest Rate................. 5.50% per annum, accruing from September 15,
2002.
Interest Payment Dates........ March 15 and September 15.
First Interest Payment........ The first interest payment date for the
exchange notes due 2005 will be March 15, 2003
and the interest payable on the exchange notes
due 2005 on that interest payment date will be
paid to the persons in whose names the exchange
notes due 2005 are registered
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<PAGE>
at the close of business on March 1, 2003.
Because the exchange notes due 2005 will not be
issued until after September 15, 2002, holders
of the exchange notes due 2005 will not be
entitled to receive the interest payable on the
interest payment date falling on September 15,
2002. Instead, interest payable on the interest
payment date falling on September 15, 2002 will
be payable on the old notes due 2005 and will
be paid to the persons in whose names the old
notes due 2005 are registered at the close of
business on September 1, 2002.
Optional Redemption........... We may redeem some or all of the exchange notes
due 2005, at any time or from time to time, at
the redemption prices described in the section
entitled "Description of the Exchange
Securities -- Optional Redemption." The
exchange notes due 2005 will not be subject to
any sinking fund provision.
EXCHANGE NOTES DUE 2007
Securities Offered............ $1,000,000,000 principal amount of exchange
notes due 2007.
Maturity Date................. The exchange notes due 2007 will mature on
March 15, 2007.
Interest Rate................. 6.125% per annum, accruing from September 15,
2002.
Interest Payment Dates........ March 15 and September 15.
First Interest Payment........ The first interest payment date for the
exchange notes due 2007 will be March 15, 2003
and the interest payable on the exchange notes
due 2007 on that interest payment date will be
paid to the persons in whose names the exchange
notes due 2007 are registered at the close of
business on March 1, 2003. Because the exchange
notes due 2007 will not be issued until after
September 15, 2002, holders of the exchange
notes due 2007 will not be entitled to receive
the interest payable on the interest payment
date falling on September 15, 2002. Instead,
interest payable on the interest payment date
falling on September 15, 2002 will be payable
on the old notes due 2007 and will be paid to
the persons in whose names the old notes due
2007 are registered at the close of business on
September 1, 2002.
Optional Redemption........... We may redeem some or all of the exchange notes
due 2007, at any time or from time to time, at
the redemption prices described in the section
entitled "Description of the Exchange
Securities -- Optional Redemption." The
exchange notes due 2007 will not be subject to
any sinking fund provision.
EXCHANGE NOTES DUE 2012
Securities Offered............ $1,750,000,000 principal amount of exchange
notes due 2012.
Maturity Date................. The exchange notes due 2012 will mature on
March 15, 2012.
Interest Rate................. 6.75% per annum, accruing from September 15,
2002.
Interest Payment Dates........ March 15 and September 15.
First Interest Payment........ The first interest payment date for the
exchange notes due 2012 will be March 15, 2003
and the interest payable on the exchange
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notes due 2012 on that interest payment date
will be paid to the persons in whose names the
exchange notes due 2012 are registered at the

close of business on March 1, 2003. Because the
exchange notes due 2012 will not be issued
until after September 15, 2002, holders of the
exchange notes due 2012 will not be entitled to
receive the interest payable on the interest
payment date falling on September 15, 2002.
Instead, interest payable on the interest
payment date falling on September 15, 2002 will
be payable on the old notes due 2012 and will
be paid to the persons in whose names the old
notes due 2012 are registered at the close of
business on September 1, 2002.
Optional Redemption........... We may redeem some or all of the exchange notes
due 2012, at any time or from time to time, at
the redemption prices described in the section
entitled "Description of the Exchange
Securities -- Optional Redemption." The
exchange notes due 2012 will not be subject to
any sinking fund provision.
EXCHANGE DEBENTURES DUE 2032
Securities Offered............ $1,250,000,000 principal amount of exchange
debentures due 2032.
Maturity Date................. The exchange debentures due 2032 will mature on
March 15, 2032.
Interest Rate................. 7.375% per annum, accruing from September 15,
2002.
Interest Payment Dates........ March 15 and September 15.
First Interest Payment........ The first interest payment date for the
exchange debentures due 2032 will be March 15,
2003 and the interest payable on the exchange
debentures due 2032 on that interest payment
date will be paid to the persons in whose names
the exchange debentures due 2032 are registered
at the close of business on March 1, 2003.
Because the exchange debentures due 2032 will
not be issued until after September 15, 2002,
holders of the exchange debentures due 2032
will not be entitled to receive the interest
payable on the interest payment date falling on
September 15, 2002. Instead, interest payable
on the interest payment date falling on
September 15, 2002 will be payable on the old
debentures due 2032 and will be paid to the
persons in whose names the old debentures due
2032 are registered at the close of business on
September 1, 2002.
Optional Redemption........... We may redeem some or all of the exchange
debentures due 2032, at any time or from time
to time, at the redemption prices described in
the section entitled "Description of the
Exchange Securities -- Optional Redemption."
The exchange debentures due 2032 will not be
subject to any sinking fund provision.
SOME COMMON TERMS OF THE EXCHANGE SECURITIES
Covenants..................... We will issue the exchange securities under an
indenture with JPMorgan Chase Bank, as trustee.
The indenture will, among
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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
located in the United States unless we
secure the securities 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 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
exceptions and limitations and you should
carefully review the information under
"Description of the Exchange
Securities -- Certain Restrictions" for more
information.
When the old securities were originally issued,
the securities were entitled to the benefit of

a covenant in the indenture requiring that,
upon the occurrence of specified events,
Willamette Industries, Inc., which at that time
was a subsidiary of Weyerhaeuser Company,
guarantee the securities and any other debt
securities issued under the indenture. Those
specified events have not occurred and,
accordingly, Willamette Industries, Inc. has
not been required to provide this guarantee.
Moreover, the indenture expressly provides that
this covenant would terminate upon the
effectiveness of the merger of Willamette
Industries, Inc. with and into Weyerhaeuser
Company and the satisfaction of other specified
conditions. That merger has been consummated
and those conditions have been satisfied.
Accordingly, the covenant in the indenture
requiring that Willamette Industries, Inc.
guarantee the securities and any other debt
securities issued under the indenture has
terminated. See "Recent
Developments -- Acquisition of Willamette
Industries, Inc." and "Description of the
Exchange Securities -- Termination of Covenant
Requiring Possible Guarantee of Debt
Securities."
Form of Exchange Securities... The exchange securities will be issued in
book-entry form and will be evidenced by one or
more global certificates, which we sometimes
refer to as "global exchange securities,"
registered in the name of Cede & Co., as
nominee of The Depository Trust Company, or
"DTC." Holders of interests in global exchange
securities will not be entitled to receive
exchange securities in definitive certificated
form registered in their names except in the
limited circumstances described under
"Description of the Exchange
Securities -- Book-Entry; Delivery and Form."
Denominations................. The exchange securities will be issued in
denominations of $1,000 and integral multiples
of $1,000.
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Absence of a Public Market for
the
Exchange Securities......... The exchange securities of each series 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 exchange
securities of any series will develop or as to
the liquidity of any market that may develop.
The broker-dealers that initially purchased the
old securities directly from us have previously
advised us that they intend to make a market in
the exchange securities. However, they are not
obligated to do so and any market making with
respect to the exchange securities of any
series may be discontinued without notice.
CONSEQUENCES OF FAILURE TO EXCHANGE THE OLD SECURITIES
The old securities have not been registered under the Securities Act or any
state securities laws and therefore may not be offered, sold or otherwise
transferred except in compliance with the registration requirements of the
Securities Act and any other applicable securities laws or pursuant to an
exemption from or in a transaction not subject to those requirements. The
transfer of old securities is also subject to other conditions and restrictions
set forth in the related indenture. Any old securities that are not tendered and
exchanged for exchange securities will remain outstanding after consummation of
the applicable exchange offer and will continue to bear a legend reflecting
those restrictions on transfer. In addition, upon consummation of the exchange
offer with respect to the securities of any series, holders of old securities of
that series that remain outstanding will not be entitled to any rights under the
registration rights agreement to have those old securities registered under the
Securities Act. We do not intend to register under the Securities Act any old
securities which remain outstanding after completion of the applicable exchange
offer.
If old securities of any series are tendered and accepted in the exchange
offer with respect to the securities of that series, a holder's ability to sell
any old securities of that series that remain outstanding could be adversely
affected and there may be no trading market for those old securities. To the
extent that old securities of any series are tendered and accepted in the
exchange offer with respect to the securities of that series, the principal
amount of outstanding old securities of that series will decrease, which will
likely adversely affect the liquidity of any trading market for the old
securities of that series that may exist.
In the registration rights agreement we agreed, among other things, to use
our reasonable best efforts to consummate an exchange offer of exchange
securities of each series for old securities of that series. The registration
rights agreement provides, among other things, that if we do not consummate the
exchange offer with respect to the securities of any series by a specified date,
additional interest will accrue and be payable on the old securities of that
series until that exchange offer is completed unless we file a shelf
registration for the old securities of that series with the SEC and comply with
other conditions. Following completion of the exchange offer with respect to the
securities of any series, the old securities of that series will not be entitled
to any additional interest under the registration rights agreement and will
continue to bear interest at the same per annum interest rate or, in the case of
the old floating rate notes due 2003, pursuant to the same interest rate formula
as the exchange securities of that series.
All of the old securities and exchange securities will be issued under the

same indenture. The old securities of each series and the exchange securities of
that series will constitute a single series of debt securities under that
indenture. If the exchange offer with respect to the securities of any series is
consummated, any old securities of that series that remain outstanding and the
exchange securities of that series will constitute a single series of debt
securities under the indenture. This means that, in circumstances where the
indenture provides for holders of debt securities of any series issued under the
indenture to vote or take any other action as a class, the old securities of
that series and the exchange securities of that series will vote or take that
action as a single class.
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RISK FACTORS
Investing in the exchange securities involves risks. You should carefully
consider the risks described below, as well as the other information set forth
in this prospectus and the documents incorporated and deemed to be incorporated
by reference in this prospectus, before you decide to exchange old securities
for exchange 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 (the "Committee") in the Paragon Trade
Brands, Inc. ("Paragon") 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 seeks
to assert 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. Both the Committee and we filed motions for summary
judgment.
On June 26, 2002, the Bankruptcy Court granted the Committee's motion for
partial summary judgment holding that we are liable to the plaintiffs for
breaches of warranties. A written order of the Bankruptcy Court is expected in
the near future. The Bankruptcy Court denied our motion for summary judgment. No
trial date has been set for the determination of damages.
We strongly disagree with the Bankruptcy Court's decision and will pursue
all available relief. We believe at the present time that the possibility of a
material unfavorable outcome in this action is remote.
THE REMEDIES AVAILABLE TO INVESTORS IN THIS OFFERING WILL BE ADVERSELY AFFECTED
DUE TO A CHANGE OF OUR INDEPENDENT PUBLIC ACCOUNTANTS
In a press release issued on April 16, 2002, we announced that our board of
directors had appointed KPMG LLP to replace Arthur Andersen LLP as our
independent public accountants, effective immediately. The press release
indicated that the decision was made following a process conducted by our
management and the audit committee of our board of directors to review proposals
from a number of public accounting firms. The press release also stated that the
decision to change auditors was not the result of any disagreement between us
and Arthur Andersen on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.
We have not been able to obtain, after reasonable efforts, the written
consent of Arthur Andersen LLP to its being named in this prospectus as having
certified 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 as required by
Section 7 of the Securities Act of 1933. Accordingly, you will not be able to
sue Arthur Andersen LLP pursuant to Section 11(a)(4) of the Securities Act for
false or misleading statements or omissions in this prospectus or the financial
statements incorporated herein and therefore your right of recovery under that
Section may be limited as a result of the lack of consent.
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 old
securities and will include the exchange securities, to "Baa2" from "A3" as a
result of the increase in our leverage resulting from the acquisition of
Willamette. On February 15, 2002, Standard & Poor's announced that it had
lowered its rating on our long-term senior debt, which includes
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the old securities and will include the exchange 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 old securities and the exchange
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 old
securities and the exchange securities. The credit ratings accorded to our debt
securities, including the old securities and the exchange 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.
RECENT DEVELOPMENTS