Obligation Weyerhauser 7.375% ( US962166BV52 ) en USD

Weyerhauser

100 % ▼

Etas-Unis

US962166BV52 ( en USD )

7.375% par an ( paiement semestriel )

01/10/2019 - Obligation échue

Prospectus brochure de l'obligation Weyerhaeuser US962166BV52 en USD 7.375%, échue

2 000 USD

500 000 000 USD

962166BV5

N/A

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 US962166BV52, paye un coupon de 7.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/10/2019

Page 1 of 109
424B5 1 v161494_424b5.htm
Filed Pursuant to Rule 424(
Registration Statement No. 333-15

CALCULATION OF REGISTRATION FEE
Proposed Maximum
Title of Each Class of
Amount to be
Aggregate
Amount of
Securities to be Registered

Registered

Offering Price

Registration Fee(1)
7.375% Notes due 2019
$500,000,000
$500,000,000 $
27,900
(1) The registration fee has been calculated and is being paid in accordance with Rule 456(b) and Rule 457(r) under the
Securities Act of 1933, as amended.
http://www.sec.gov/Archives/edgar/data/106535/000114420409050619/v161494_424b5.ht... 10/1/2009

Page 2 of 109

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
(To Prospectus dated June 4, 2009)
$500,000,000
Weyerhaeuser Company
7.375% Notes due 2019

The notes will mature on October 1, 2019. Weyerhaeuser Company may redeem the notes, in whole at any time or from
to time in part, at the redemption prices described in this prospectus supplement. The notes will not be subject to any sinkin
fund provisions.
If we experience a Change of Control Triggering Event (as defined), we will be required to offer to purchase the notes fr
holders. See "Description of Notes -- Offer to Purchase Upon Change of Control Triggering Event."

Investing in the notes involves risks. See "Risk Factors" beginnin
g on page S-3 of t
his prospectus supp

lement.

Underwriting
Price to
Discounts and
Proceeds to

Public(1)

Commissions

Weyerhaeuser
Per Note

99.145%

1.000%

98.145%
Total
$495,725,000 $5,000,000 $490,725,000

(1) Plus accrued interest, if any, from October 1, 2009 if settlement occurs after that date.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprov
these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete.
representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes in book-entry form through the facilities of The Depository Trust Company
or about October 1, 2009.

Joint Book-Running Managers

Morgan Stanley
Deutsche Bank Securities
J.P. Morga

BofA Merrill Lynch

Citi

Goldman, Sachs & Co
http://www.sec.gov/Archives/edgar/data/106535/000114420409050619/v161494_424b5.ht... 10/1/2009

Page 3 of 109
Mitsubishi UFJ Securities
Scotia Capita
September 28, 2009
http://www.sec.gov/Archives/edgar/data/106535/000114420409050619/v161494_424b5.ht... 10/1/2009

Page 4 of 109

TABLE OF CONTENTS
TABLE OF CONTENTS
Prospectus Supplement

Page
Risk Factors

S-3
Special Notice Regarding Forward-Looking Statements and Market Data

S-9
Recent Amendments to Credit Facilities

S-12
Use of Proceeds

S-12
Ratios of Earnings to Fixed Charges

S-12
Description of Notes

S-13
Certain United States Federal Income Tax Considerations

S-23
Underwriting

S-26
Incorporation by Reference

S-28
Legal Matters

S-28
Experts

S-28
Prospectus

About This Prospectus

1
Special Note Regarding Forward-Looking Statements

1
Weyerhaeuser Company

2
Use of Proceeds

2
Ratio of Earnings to Fixed Charges

3
Description of Debt Securities

3
Description of Capital Stock

16
Description of Preferred Shares

19
Description of Preference Shares

22
Description of Depositary Shares

25
Description of Common Shares

29
Description of Warrants

30
Description of Stock Purchase Contracts and Stock Purchase Units

32
Book-Entry Issuance

33
Plan of Distribution

35
Where You Can Find More Information

36
Legal Matters

37
Experts

37

http://www.sec.gov/Archives/edgar/data/106535/000114420409050619/v161494_424b5.ht... 10/1/2009

Page 5 of 109
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus and, if applicable, any free writing prospectus we may provide you in connection with this offerin
We have not, and the underwriters have not, authorized any person to provide you with different information. If anyone pro
you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an
offer to sell these securities or soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus,
documents incorporated or deemed to be incorporated by reference and, if applicable, any free writing prospectus we may
provide you in connection with this offering is accurate only as of their respective dates. Our business, financial condition,
results of operations and prospects may have changed since those dates.
Statements contained in this prospectus supplement, the accompanying prospectus, the documents incorporated and deem
to be incorporated by reference and any free writing prospectus we may provide you in connection with this offering as to th
contents of any contract or other document are not complete, and in each instance we refer you to the copy of the contract o
document filed or incorporated by reference as an
S-1
http://www.sec.gov/Archives/edgar/data/106535/000114420409050619/v161494_424b5.ht... 10/1/2009

Page 6 of 109

TABLE OF CONTENTS
exhibit to the registration statement of which the accompanying prospectus constitutes a part or to a document incorporated
deemed to be incorporated by reference in the registration statement, each of those statements being qualified in all respects
this reference.
In this prospectus supplement, references to "Weyerhaeuser," "we," "our" and "us" mean Weyerhaeuser Company inclu
unless the context otherwise requires or otherwise expressly stated, its subsidiaries; and references to "Weyerhaeuser Comp
mean Weyerhaeuser Company excluding, unless the context otherwise requires or otherwise expressly stated, its subsidiarie
S-2
http://www.sec.gov/Archives/edgar/data/106535/000114420409050619/v161494_424b5.ht... 10/1/2009

Page 7 of 109

TABLE OF CONTENTS
RISK FACTORS
Investing in the notes involves risks. You should carefully consider the risks described below and under the caption "Ris
Factors" in our Annual Report on Form 10-K for the year ended December 31, 2008 and our Quarterly Reports on Form 1
for the quarters ended March 31, 2009 and June 30, 2009, which are incorporated by reference in the accompanying
prospectus, in addition to the other risks and uncertainties discussed elsewhere in this prospectus supplement, the accompa
prospectus and the documents incorporated and deemed to be incorporated by reference. Those risks and uncertainties are
the only ones we face.
The notes will be unsecured and therefore will be effectively subordinated to any secured indebtedness we may incur.
The notes will not be secured by any of our assets. As a result, the notes will be effectively subordinated to any secured
that we or any of our subsidiaries may incur to the extent of the value of the assets securing such debt. In any liquidation,
dissolution, bankruptcy or other similar proceeding of us or any of our subsidiaries, the holders of our secured debt or the
secured debt of those subsidiaries, as the case may be, may assert rights against the assets pledged to secure that debt in orde
receive full payment of their debt 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 subsidiar
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.
The notes will be effectively subordinated to the indebtedness and other liabilities of our subsidiaries.
Weyerhaeuser Company, the issuer of the notes, owns substantially all of our timberlands, mineral interests and a limite
amount of other assets. Other than our timberlands and those mineral interests and other assets, our operations are conducted
our assets are owned by subsidiaries of Weyerhaeuser Company. The notes will be the obligations of Weyerhaeuser Compa
exclusively and none of its subsidiaries has guaranteed the notes. Moreover, although Weyerhaeuser NR Company, or "WN
wholly-owned subsidiary of Weyerhaeuser Company, will enter into an assignment and assumption agreement, or the "Seco
Assumption Agreement," pursuant to which WNR will agree, among other things, to satisfy Weyerhaeuser Company's paym
obligations under the notes, the Second Assumption Agreement will provide that it is intended solely for the benefit of
Weyerhaeuser Company and WNR (and their respective successors and assigns). No other person (including, without limita
any holder of any notes offered hereby and the trustee under the indenture that will govern the notes) will be entitled to any
rights or benefits under the Second Assumption Agreement or to commence or pursue any action or proceeding to enforce a
provision thereof. See " -- Holders of the notes will not have the right to enforce the provisions of the Second Assumption
Agreement and the Second Assumption Agreement may be amended, supplemented or terminated without the consent of ho
of the notes" below.
Accordingly, the notes will be effectively subordinated to all existing and future indebtedness and other liabilities, inclu
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
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 agai
such subsidiary. Even if Weyerhaeuser Company is recognized as a creditor of one or more of its subsidiaries, its claims wo
still be effectively subordinated to any security interests in the assets of any such subsidiary and to any indebtedness or othe
liabilities of any such subsidiary senior to its claims. Neither the notes nor the indenture under which the notes will be issue
contain any limitation on the ability of WNR or any of Weyerhaeuser Company's other subsidiaries to incur indebtedness o
other liabilities or to assume, guarantee or enter into any support or assumption agreement for the benefit of any other
indebtedness, credit facilities or other obligations of Weyerhaeuser Company.
Depending upon business conditions, Weyerhaeuser Company may derive a significant portion of its revenues from its
subsidiaries. As a result, Weyerhaeuser Company's cash flow and ability to service its debt
S-3
http://www.sec.gov/Archives/edgar/data/106535/000114420409050619/v161494_424b5.ht... 10/1/2009

Page 8 of 109
http://www.sec.gov/Archives/edgar/data/106535/000114420409050619/v161494_424b5.ht... 10/1/2009

Page 9 of 109

TABLE OF CONTENTS
and other obligations, including the notes, may depend on the results of operations of its subsidiaries and upon the ability of
subsidiaries to provide Weyerhaeuser Company with cash to pay amounts due on its obligations, including the notes.
Weyerhaeuser Company's subsidiaries are separate and distinct legal entities and, except for the obligations of WNR under
Second Assumption Agreement, have no legal obligation to make payments on the notes or to make funds available to
Weyerhaeuser Company for that purpose. Dividends, loans or other distributions to Weyerhaeuser Company by its subsidiar
may be subject to contractual and other restrictions, are dependent upon the results of operations of those subsidiaries, are
subject to satisfaction by those subsidiaries of their obligations, and are subject to other business considerations.
The amount of our indebtedness could adversely affect our business.
Our "earnings" have been insufficient to cover our "fixed charges" (as those terms are defined below under "Ratio of
Earnings to Fixed Charges") for fiscal years 2007 and 2008 and for the six months ended June 30, 2009. See "Ratio of Earn
to Fixed Charges" below. If we are unable to generate sufficient cash to repay or to refinance our debt as it comes due, this
would have a material adverse effect on our business and the market value of the notes.
As of June 30, 2009, we had a total of approximately $6 billion of outstanding indebtedness, including long-term debt an
short-term debt. We also have the ability to incur a substantial amount of additional indebtedness under our bank credit faci
Neither the notes nor the indenture that will govern the notes will limit the amount of indebtedness that we or our
subsidiaries may incur. Although the indenture contains certain limitations on the ability of us and certain of our subsidiarie
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. In additi
the indenture does not require us to comply with any financial covenants based upon our results of operations or financial
condition. As a result, we and our subsidiaries could, in the future, incur indebtedness and enter into transactions that could
negatively affect the holders of the notes and the market value of the notes.
Our leverage could have important consequences to purchasers of the notes in this offering, including the following:
·
we may be required to dedicate a substantial portion of our available cash to payments of principal of and interest on
indebtedness,
·
our ability to access credit markets on terms we deem acceptable may be impaired, and
·
our leverage may limit our flexibility to adjust to changing market conditions.
We will continue to consider electing real estate investment trust status for U.S. federal income tax purposes, which wou
require that we make a substantial distribution to our shareholders.
As previously announced, we may elect to be treated as a "real estate investment trust,'' or "REIT,'' under the Internal
Revenue Code of 1986, as amended, or the "Code.'' However, we cannot predict if or when we will elect to be treated as a R
Election of REIT status would require that we make a one-time distribution to our shareholders of our accumulated earnings
profits (as calculated for U.S. federal income tax purposes), either in cash or a combination of cash and shares of our capital
stock or other property. We have not calculated the final amount that would have to be distributed, although we estimate tha
we were to elect to be treated as a REIT for 2009, this amount, calculated as of December 31, 2008, would be approximately
$6.4 billion. Recent private letter rulings issued by the Internal Revenue Service to third parties, which we may not rely on a
binding authority, have allowed capital stock to be used to pay up to 80% of the distribution of accumulated earnings and pr
with the remaining amount paid in cash (which, in our case, would be approximately $1.3 billion in cash assuming a total
distribution of $6.4 billion). Distribution of this amount in cash could adversely affect our liquidity or financial condition
depending on how the distribution is financed.
S-4
http://www.sec.gov/Archives/edgar/data/106535/000114420409050619/v161494_424b5.ht... 10/1/2009

Page 10 of 109

TABLE OF CONTENTS
Charges relating to restructurings, facilities closures, workforce reductions and similar transactions may adversely affec
results of operations
As discussed in our filings with the Securities and Exchange Commission that are incorporated by reference in the
accompanying prospectus, we have completed, and continue to evaluate possible additional, restructurings, facilities closure
workforce reductions, benefit changes and similar actions (collectively, "restructurings"). As a result, we have incurred and
continue to incur charges relating to asset impairments, facilities closures, severance and pension and post-retirement benefi
plan curtailments and settlements. Charges from past and any future restructurings may adversely affect our results of opera
Federal and state laws could allow courts, under specific circumstances, to void WNR's obligations under the Second
Assumption Agreement and to require you to return any payments received from WNR.
In connection with this offering, Weyerhaeuser Company, the issuer of the notes, and WNR will enter into the Second
Assumption Agreement pursuant to which WNR will agree, among other things, to assume the performance of all payment
obligations of Weyerhaeuser Company under the notes and to satisfy those payment obligations by making those payments
either directly to holders of the notes (or to a trustee on their behalf) or directly to Weyerhaeuser Company as reimbursemen
the event Weyerhaeuser Company itself is required to make those payments. See "Description of Notes -- Second Assumpt
Agreement" and " -- Additional Covenants." In addition to the other risks described in this prospectus supplement, the Seco
Assumption Agreement could be subject to review as a fraudulent transfer under federal bankruptcy law and comparable
provisions of state fraudulent transfer laws in the event a bankruptcy or reorganization case is commenced by or on behalf o
WNR or if a lawsuit is commenced against WNR by or on behalf of an unpaid creditor of WNR. Although the elements that
must be found for the Second Assumption Agreement to be determined to be a fraudulent transfer vary depending upon the
of the jurisdiction that is being applied, as a general matter, if a court were to find that, at the time WNR entered into the Se
Assumption Agreement:
·
it entered into the Second Assumption Agreement to delay, hinder or defraud present or future creditors; or
·
it received less than reasonably equivalent value or fair consideration for entering into the Second Assumption
Agreement, and
·
was insolvent or rendered insolvent by reason of entering into the Second Assumption Agreement; or
·
was engaged, or about to engage, in a business or transaction for which its remaining assets constituted unreason
small capital to carry on its business; or
·
intended to incur, or believed that it would incur, debts beyond its ability to pay as they mature,
then the court could void WNR's obligations under the Second Assumption Agreement, subordinate WNR's obligations und
the Second Assumption Agreement to other debt or obligations of WNR or take other action detrimental to holders of the no
including directing the return of any payments received from WNR pursuant to its obligation under the Second Assumption
Agreement to satisfy Weyerhaeuser Company's payment obligations under the notes.
The measures of insolvency for purposes of fraudulent transfer laws vary depending upon the law of the jurisdiction tha
being applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, WNR would
considered insolvent if, at the time it entered into the Second Assumption Agreement:
·
the present fair value of its assets was less than the amount that would be required to pay its liabilities on its existing
debts, including contingent liabilities, as they become due; or
·
it could not pay its debts as they become due.
We cannot be sure of the standard that a court would use to determine whether or not WNR was solvent at the relevant t
or, regardless of the standard that the court uses, that the Second Assumption Agreement would not be voided or subordinat
other debt or obligations of WNR. Moreover, the Second Assumption
S-5
http://www.sec.gov/Archives/edgar/data/106535/000114420409050619/v161494_424b5.ht... 10/1/2009