8-K - WY - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 8, 2022

WEYERHAEUSER COMPANY

(Exact name of registrant as specified in charter)

Washington	1-4825	91-0470860
(State or other jurisdiction of<br> <br>incorporation or organization)	(Commission<br> <br>File Number)	(IRS Employer<br> <br>Identification Number)

220 Occidental Avenue South

Seattle, Washington 98104-7800

(Address of principal executive offices)

(zip code)

Registrant’s telephone number, including area code:

(206) 539-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>Symbol(s)	Name of each exchange<br> <br>on which registered
Common Stock, par value $1.25 per share	WY	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934:

☐ Emerging growth company

☐	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Section 8. Other Events

Item 8.01	Other Events.

Notes Issuance

On March 9, 2022, Weyerhaeuser Company (“Weyerhaeuser”) issued $450,000,000 aggregate principal amount of its 3.375% Notes due 2033 (the “2033 Notes”) and $450,000,000 aggregate principal amount of its 4.000% Notes due 2052 (the “2052 Notes” and together with the 2033 Notes, the “Notes”).

The Notes were issued pursuant to an Indenture, dated as of April 1, 1986, as amended and supplemented by a First Supplemental Indenture thereto dated as of February 15, 1991, a Second Supplemental Indenture thereto dated as of February 1, 1993, a Third Supplemental Indenture thereto dated as of October 22, 2001, a Fourth Supplemental Indenture thereto dated as of March 12, 2002 and a Fifth Supplemental Indenture thereto dated as of March 30, 2020 (the “Fifth Supplemental Indenture”) (collectively, the “Indenture”), each between Weyerhaeuser and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank and Chemical Bank), a national banking association, as trustee.

Weyerhaeuser intends to use the net proceeds received from the sale of the Notes to fund the purchase of Tender Offer Notes (as defined below) validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the procedures outlined in the Offer to Purchase (as defined below) and pay related fees and expenses.

The Notes were offered and sold pursuant to Weyerhaeuser’s automatic shelf registration statement on Form S-3 (Registration No. 333-256995) under the Securities Act of 1933, as amended. On February 25, 2022, Weyerhaeuser filed with the Securities and Exchange Commission a prospectus supplement, dated February 23, 2022, together with the accompanying prospectus, dated June 10, 2021, relating to the offering and sale of the Notes.

For a complete description of the terms and conditions of the Notes, please refer to the Officers’ Certificate of Weyerhaeuser Company pursuant to the Indenture and the forms of Note, each of which is incorporated herein by reference and attached to this Current Report on Form 8-K as Exhibits 4.1, 4.2 and 4.3, respectively.

Tender Offers

On March 8, 2022, Weyerhaeuser announced the early results of its previously announced cash tender offers (each, an “Offer” and collectively, the “Offers”) for its validly tendered (and not validly withdrawn) notes (the “Tender Offer Notes”) set forth in its Offer to Purchase, dated February 23, 2022 (the “Offer to Purchase”) using a “waterfall” methodology under which Weyerhaeuser will accept the Tender Offer Notes in order of their respective acceptance priority levels noted in the Offer to Purchase (the “Acceptance Priority Levels”). In connection therewith, Weyerhaeuser amended the Offers to increase the maximum aggregate purchase price, not including accrued and unpaid interest, payable in respect of the Tender Offer Notes (the “Offer Cap”) from the previously announced amount of $1.0 billion to $1.2 billion. Except for the increase in the Offer Cap as described above, no other terms of the Offers have changed. Weyerhaeuser announced that $160,900,000 aggregate principal amount of its 8.500% Debentures due 2025 (which have an Acceptance Priority Level of 1), $64,720,000 aggregate principal amount of its 7.950% Debentures due 2025 (which have an Acceptance Priority Level of 2), $40,327,000 aggregate principal amount of its 7.850% Debentures due 2026 (which have an Acceptance Priority Level of 3), $72,986,000 aggregate principal amount of its 7.125% Debentures due 2023 (which have an Acceptance Priority Level of 4), $825,597,000 aggregate principal amount of its 7.375% Debentures due 2032 (which have an Acceptance Priority Level of 5), $32,046,000 aggregate principal amount of its 7.350% Debentures due 2026 (which have an Acceptance Priority Level of 6), $116,137,000 aggregate principal amount of its 6.950% Debentures due 2027 (which have an Acceptance Priority Level of 7), $168,164,000 aggregate principal amount of its 6.875% Debentures due 2033 (which have an Acceptance Priority Level of 8), $473,061,000 aggregate principal amount of its 4.000% Notes due 2030 (which have an Acceptance Priority Level of 9) and $375,437,000 aggregate principal amount of its 4.000% Notes due 2029 (which have an Acceptance Priority Level of 10) were validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on March 8, 2022 (the “Early Tender Time”). Withdrawal rights for the Offers expired at 5:00 p.m., New York City time, on March 8, 2022, and, accordingly, any Tender Offer Notes that were validly tendered in the Offers may no longer be withdrawn except where additional withdrawal rights are required by law.

Weyerhaeuser has determined that the completion of the Notes offering satisfies the Funding Condition (as defined in the Offer to Purchase) of the Offers , and in connection therewith, Weyerhaeuser announced on March 9, 2022 the pricing terms of the Offers. Accordingly, on or about March 10, 2022, Weyerhaeuser intends to accept for purchase pursuant to the Offers the full amount of the 8.500% Debentures due 2025, the 7.950% Debentures due 2025, the 7.850% Debentures due 2026 and the 7.125% Debentures due 2023 validly tendered and not validly withdrawn at or prior to the Early Tender Time and a portion of the 7.375% Debentures due 2032 validly tendered and not validly withdrawn at or prior to the Early Tender Time on a prorated basis as described in the Offer to Purchase, using a proration factor of approximately 71.8%, so that the aggregate purchase price does not exceed the Offer Cap. The 7.350% Debentures due 2026, the 6.950% Debentures due 2027, the 6.875% Debentures due 2033, the 4.000% Notes due 2030 and the 4.000% Notes due 2029 will not be accepted for purchase.

Although the Offers are scheduled to expire at 11:59 p.m., New York City time, on March 22, 2022, unless extended or terminated, because the aggregate purchase price of Notes validly tendered (and not validly withdrawn) prior to or at the Early Tender Time exceeded the Offer Cap, there will be no Final Settlement Date (as defined in the Offer to Purchase), and no Tender Offer Notes tendered after the Early Tender Time will be accepted for purchase.

Weyerhaeuser intends to pay the purchase price for, and accrued and unpaid interest on, the Tender Offer Notes validly tendered (and not validly withdrawn) and accepted for purchase in the Offers with the net proceeds from the Notes offering together with cash on hand.

A copy of each of the press releases announcing the early tender results and upsize and the pricing terms of the Offers is attached hereto as Exhibits 99.1 and 99.2, respectively, and the information set forth therein is incorporated herein by reference.

The information in this Form 8-K filed pursuant to Item 8.01 is neither an offer to purchase nor a solicitation of an offer to sell securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful.

Section 9. Financial Statements and Exhibits

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits. The following items are filed as exhibits to this report.

Exhibit<br>No.	Description
4.1	Officers’ Certificate pursuant to the Indenture (incorporated by reference from the Registration Statement on Form S-3, Registration No. 333-36753), establishing the Notes and their terms
4.2	Form of 3.375% Global Note due 2033 (included in Exhibit 4.1)
4.3	Form of 4.000% Global Note due 2052 (included in Exhibit 4.1)
5.1	Opinion of Cravath, Swaine & Moore LLP, relating to the Notes
5.2	Opinion of Jose Quintana, Esq., Senior Counsel of Weyerhaeuser Company, relating to the Notes
8.1	Opinion of Covington & Burling LLP as to certain tax matters relating to the Notes
23.1	Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.1)
23.2	Consent of Jose Quintana, Esq., Senior Counsel of Weyerhaeuser Company (included in Exhibit 5.2)
23.3	Consent of Covington & Burling LLP (included in Exhibit 8.1)
99.1	Press Release, dated March 8, 2021 (early tender results and upsize)
99.2	Press Release, dated March 9, 2021 (pricing)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

WEYERHAEUSER COMPANY
By:	/s/ Kristy T. Harlan
Name:	Kristy T. Harlan
Title:	Senior Vice President, General Counsel<br> <br>and Corporate Secretary

Date: March 9, 2022

EX-4.1

Exhibit 4.1

Officers’ Certificate Pursuant to Sections 2.1, 2.3, 2.4(3) and 11.5 of the Indenture

Dated: March 9, 2022

The undersigned, having read the appropriate provisions of the Indenture dated as of April 1, 1986 (the “Original Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of February 15, 1991 (the “First Supplemental Indenture”), the Second Supplemental Indenture dated as of February 1, 1993 (the “Second Supplemental Indenture”), the Third Supplemental Indenture dated as of October 22, 2001 (the “Third Supplemental Indenture”), the Fourth Supplemental Indenture dated as of March 12, 2002 (the “Fourth Supplemental Indenture”) and the Fifth Supplemental Indenture dated as of March 30, 2020 (the “Fifth Supplemental Indenture”) (the Original Indenture, as amended and supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Fifth Supplemental Indenture, is hereinafter called the “Indenture”), each between Weyerhaeuser Company, a Washington corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee (the “Trustee”), successor to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank and Chemical Bank), including Sections 2.1, 2.3, 2.4 and 11.5 thereof and the definitions in such Indenture relating thereto, and certain other corporate documents and records, and having made such examination and investigation as, in the opinion of the undersigned, each considers necessary to enable the undersigned to express an informed opinion as to whether or not the conditions set forth in the Indenture relating to the establishment of the terms of each series of securities under the Indenture entitled the 3.375% Notes due 2033 (the “2033 Notes”) and the 4.000% Notes due 2052 (the “2052 Notes,” and together with the 2033 Notes, the “Offered Securities”) and the forms of certificates evidencing the Offered Securities have been complied with, and whether the conditions in the Indenture relating to the authentication and delivery by the Trustee of the Offered Securities have been complied with, certify that:

1. the terms of the Offered Securities were established by the undersigned pursuant to authority delegated to them by the resolutions duly adopted by the Board of Directors of the Company on February 10, 2022 (the “Resolutions”), and such terms for the 2033 Notes are as set forth and incorporated by reference in Annex I hereto and for the 2052 Notes are as set forth and incorporated by reference in Annex II hereto,

2. the forms of certificates evidencing the Offered Securities were established by the undersigned pursuant to authority delegated to them by the Resolutions and, for the 2033 Notes, is in substantially the form attached as Exhibit 1 to Annex I hereto and, for the 2052 Notes, is in substantially the form attached as Exhibit 1 to Annex II hereto, it being understood that the legends appearing on any such certificate need to be included only so long as such certificate evidences a Global Security (as defined in the Indenture) and that, as provided in Annex I and Annex II hereto, the format (but not the substance) of the certificates evidencing the Offered Securities may be changed,

3. the forms and terms of the Offered Securities have been established pursuant to Sections 2.1 and 2.3 of the Indenture and comply with the Indenture, and

4. to the knowledge of the undersigned, all conditions provided for in the Indenture (including, without limitation, those set forth in Sections 2.1, 2.3 and 2.4 of the Indenture) relating to the establishment of the terms of the Offered Securities and the forms of certificates evidencing the Offered Securities, and relating to the execution, authentication and delivery of the Offered Securities, have been complied with.

This certificate may be executed by the parties hereto in counterparts, each of which when so executed shall be deemed to be an original, with the same effect as if the signatures thereto and hereto were on the same instrument, but all such counterparts shall together constitute but one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, we have hereunto set our hands as of the date first written above.

By:	/s/ Nancy S. Loewe
	Name: Nancy S. Loewe
	Title: Senior Vice President and<br><br><br>Chief Financial Officer
By:	/s/ Kristy T. Harlan
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	Name: Kristy T. Harlan
	Title: Senior Vice President<br><br><br>General Counsel and Corporate<br><br><br>Secretary

[Signature Page to Officers’ Certificate (Indenture)]

ANNEX I

The terms “Indenture” and “Company,” as used in this Annex I, have the respective meanings set forth in the Officers’ Certificate to which this Annex I is attached, and other capitalized terms used in this Annex I and not otherwise defined herein have the same definitions as in the Indenture.

(1) The series of Securities established hereby shall be known and designated as the 3.375% Notes due 2033 (the “Offered Securities”).

(2) The aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Indenture is initially limited to $450,000,000, except for the Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered Securities pursuant to Sections 2.2A, 2.8, 2.9, 2.11, 8.5 or 12.3 of the Indenture or pursuant to the provisions appearing under the caption “Offer to Purchase Upon Change of Control Triggering Event” in the form of certificate evidencing the Offered Securities attached hereto as Exhibit 1. However, the series of Securities of which the Offered Securities are a part may be re-opened from time to time by the Company for the issuance of additional Offered Securities, without the consent of the Holders of the Offered Securities, so long as any such additional Offered Securities have the same form and terms (except that any such additional Offered Securities may be dated as of different dates and may have different dates from which interest thereon shall begin to accrue), and carry the same right to receive accrued and unpaid interest, as the Offered Securities theretofore issued; provided, however, that, notwithstanding the foregoing, the series of Securities of which the Offered Securities are a part may not be re-opened if the Company has effected satisfaction and discharge or defeasance with respect to the Offered Securities pursuant to Section 10.1(A) or 10.1(B) of the Indenture; and provided, further, that no additional Offered Securities may be issued at a price that would cause such additional Offered Securities to have “original issue discount” within the meaning of Section 1273 of the Internal Revenue Code of 1986, as amended.

(3) The Offered Securities are to be issuable only as Registered Securities without coupons. The Offered Securities shall be issued in book-entry form and represented by one or more Global Securities, the initial Depositary for such Global Securities shall be The Depository Trust Company and the depositary arrangements shall be those employed by whomever shall be the Depositary with respect to such Global Securities from time to time. Notwithstanding the foregoing, certificated Offered Securities in definitive form may be issued in exchange for Global Securities under the circumstances contemplated by clauses (c)(i), (ii) and (iii) of Section 2.2A of the Indenture.

(4) The Offered Securities authorized hereby shall be originally issued on March 9, 2022 (the “Closing Date”) and shall be sold by the Company to the underwriters (the “Underwriters”) named in the Underwriting Agreement dated February 23, 2022 (the “Underwriting Agreement”) among the Company and BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC as representatives (the “Representatives”) of the several Underwriters (the form, terms, execution and delivery of such Underwriting Agreement being hereby

Annex I-1

authorized, ratified, confirmed and approved in all respects), at a price equal to 98.813% of the principal amount of the Offered Securities. The initial price to the public of the Offered Securities originally issued on the Closing Date shall be 99.463% of the principal amount thereof plus accrued interest, if any, from March 9, 2022, and underwriting discounts and commissions shall be 0.650% of the principal amount of such Offered Securities.

(5) The final maturity date of the Offered Securities on which the principal thereof is due and payable shall be March 9, 2033.

(6) The principal of the Offered Securities will bear interest at the rate set forth in the form of certificate evidencing the Offered Securities attached as Exhibit 1 hereto. Interest on the Offered Securities will accrue from the date, and will be payable on the dates and to the persons, provided in the form of certificate evidencing the Offered Securities attached as Exhibit 1 hereto. Interest on the Offered Securities will be computed on the basis of a 360-day year of twelve 30- day months. No additional amounts of the nature referred to in subparagraph (15) of Section 2.3 of the Indenture shall be payable on the Offered Securities.

(7) The principal of and premium, if any, and interest on the Offered Securities shall be payable, the Offered Securities may be surrendered for registration of transfer and exchange, and notices and demands to or upon the Company in respect of the Offered Securities or the Indenture may be served, at the agency of the Company maintained for such purposes from time to time in the Borough of Manhattan, The City of New York, and the Company hereby appoints the Trustee as trustee, paying agent, transfer agent and registrar for the Offered Securities and designates the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, as the Company’s agency for the foregoing purposes; provided, however, that the Company, subject to the applicable provisions of the Indenture, may, with respect to the Offered Securities, appoint another Person to be the registrar, transfer agent or paying agent, and appoint additional registrars, transfer agents and paying agents, with respect to the Offered Securities, so long as the Company shall at all times maintain an agency for the foregoing purposes in the Borough of Manhattan, The City of New York for the Offered Securities.

(8) The Offered Securities may be redeemed by the Company, in whole at any time or from time to time in part, at the option of the Company on any date upon not less than 10 nor more than 60 days notice given as provided in the Indenture, at a redemption price calculated as provided in the form of Offered Securities attached hereto as Exhibit 1, plus accrued and unpaid interest on the principal amount of the Offered Securities being redeemed to the applicable redemption date; provided, however, that payments of interest on the Offered Securities that are due and payable on or prior to a date fixed for redemption of the Offered Securities at the option of the Company will be payable to the Holders of the Offered Securities registered as such at the close of business on the relevant record dates according to their terms and the terms and provisions of the Indenture. Any redemption of Offered Securities shall be made on the other terms and conditions set forth in the Indenture. The Offered Securities shall not be subject to a sinking fund or analogous provision.

(9) The Company will be required to offer to repurchase the Offered Securities, and to repurchase duly tendered Offered Securities, upon the terms, and subject to the conditions, set forth under the caption “Offer to Purchase Upon Change of Control Triggering Event” in the form of certificate evidencing the Offered Securities attached as Exhibit 1 hereto.

Annex I-2

(10) The principal of, premium, if any, and interest on the Offered Securities shall be payable in such coin or currency of the United States of America as of the time of payment shall be legal tender for the payment of public and private debts.

(11) The Offered Securities shall be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

(12) To the extent that any provision of the Indenture or the Offered Securities provides for the payment of interest on overdue principal of, or premium, if any, or interest on, the Offered Securities, then, to the extent permitted by applicable law, interest on such overdue principal, premium, if any, and interest shall accrue at the rate of interest borne by the Offered Securities, and, anything in the Indenture to the contrary notwithstanding, in the case of any requirement in the Indenture that the Company pay (or that the Trustee distribute) interest on overdue principal of, or premium, if any, or interest on, the Offered Securities, such payment or distribution shall only be required to the extent it is permitted by applicable law.

(13) As used in the Indenture with respect to the Offered Securities and in the certificates evidencing the Offered Securities, all references to “premium” on the Offered Securities shall mean any amounts (other than accrued interest) payable upon the redemption of any Offered Security, or the repurchase of any Offered Security pursuant to the provisions set forth under the caption “Offer to Purchase Upon Change of Control Triggering Event” in the form of certificate evidencing the Offered Securities attached hereto as Exhibit 1, in excess of 100% of the principal amount of such Offered Security.

(14) The provisions of Section 3.9 of the Indenture shall not be applicable with respect to the Offered Securities and the Offered Securities shall not be entitled to the benefits of such Section 3.9.

(15) The following additional terms shall be applicable with respect to the Offered Securities:

(a)	the phrase “due or to become due to such date of maturity” appearing in the 28^th^ and 29^th^ lines of Section 10.1(A) of the Indenture shall be deleted and replaced with the phrase “due or to become due on or prior to<br>such date of maturity or redemption, as the case may be,”
(b)	the Company shall not act as its own paying agent for purposes of Section 10.2 of the Indenture or for<br>purposes of the provisions set forth under the caption “Offer to Purchase Upon Change of Control Triggering Event” in the form of certificate evidencing the Offered Securities attached hereto as Exhibit 1;
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(c)	all references in the Indenture to the “Secretary” and any “Assistant Secretary” of the<br>Company shall be deemed to include a reference to the Corporate Secretary and any Assistant Corporate Secretary, respectively, of the Company; and
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Annex I-3

(d)	the phrase “acquires by sale or conveyance substantially all the assets” appearing in clause<br>(i) of Section 9.1 of the Indenture shall be deleted and replaced with the phrase “acquires by sale or conveyance all or substantially all the assets”.

(16) The certificates evidencing the Offered Securities shall be in substantially the form attached hereto as Exhibit 1, it being understood that the certificate evidencing any Offered Security may be modified so that the signatures and/or trustee’s certificate of authentication appear on the same page as the principal amount of such Offered Security and that the format (but not the substance) of any such certificate may also be changed in such manner as any officer the Company may approve, such approval to be conclusively evidenced by the authentication of any such certificate by the Trustee.

(17) The Offered Securities shall have such additional terms and provisions as are set forth in the form of certificate evidencing the Offered Securities attached hereto as Exhibit 1, which terms and provisions are hereby incorporated by reference in and made a part of this Annex I and the Indenture as if set forth in full herein and therein.

(18) Only such Offered Securities as shall bear thereon a certificate of authentication substantially in the form attached as Exhibit 1 hereto, executed by the Trustee by the manual or electronic signature of one of its authorized officers, shall be entitled to the benefits of the Indenture or be valid or obligatory for any purpose.

Annex I-4

EXHIBIT 1

Form of Certificate Evidencing the Offered Securities

Exhibit 1-1

[Include the following legend (the “DTC Legend”) only in Global Securities] THIS NOTE IS AGLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITSNOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR INDIVIDUAL NOTES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARYTO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

[Include the following legend (the “DTC Legend”) only in Global Securities] UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THEDEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCHOTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OROTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

No.	Principal Amount: $·,000,000

CUSIP No. 962166 CA0

ISIN No. US962166CA07

WEYERHAEUSER COMPANY

3.375% Note due 2033

WEYERHAEUSER COMPANY, a Washington corporation (the “Issuer,” which term includes any successor thereto under the Indenture referred to below), for value received, hereby promises to pay to · [For inclusion in Global Securities - Cede & Co.], or registered assigns, at the office or agency of the Issuer maintained for such purpose in the Borough of Manhattan, The City of New York, the principal sum of · Dollars ($·,000,000) on March 9, 2033, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, semiannually in arrears on March 9 and September 9 of each year (each, an “Interest Payment Date”), commencing September 9, 2022, and at final maturity on said principal sum at said office or agency, in like coin or currency, at the rate of 3.375% per annum from the Interest Payment Date next preceding the date of this Note to which interest has been paid or duly provided for, unless the date hereof

Exhibit 1-1

is a date to which interest has been paid or duly provided for, in which case from the date of this Note, or unless no interest has been paid or duly provided for on this Note, in which case from March 9, 2022, until payment of said principal sum has been made or duly provided for; provided that, if this Note is not a Global Security, payment of interest will be made against presentation of this Note at the office or agency of the Issuer maintained for such purpose in the Borough of Manhattan, The City of New York (and the offices or agencies of the Issuer maintained for such purpose in any such other locations, if any, as the Issuer may from time to time elect) or, at the option of the Issuer, by check mailed to the address of the Person entitled thereto as such address shall appear on the Security register; and provided, further, that if this Note is a Global Security registered in the name of a Depositary or its nominee, payment of interest shall be made to the Depositary or its nominee, as the case may be, in accordance with the Depositary’s procedures as in effect from time to time. Notwithstanding the foregoing, if the date hereof is after February 25 or August 25, whether or not a Business Day (each, a “Regular Record Date”), as the case may be, and before the following Interest Payment Date, this Note shall bear interest from such Interest Payment Date; provided, that if the Issuer shall default in the payment of interest due on such Interest Payment Date, then this Note shall bear interest from the next preceding Interest Payment Date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for on this Note, from March 9, 2022; and provided, further, that, notwithstanding the foregoing provisions of this sentence, if no interest has been paid or duly provided for on this Note, then this Note shall bear interest from March 9, 2022. The interest so payable on any Interest Payment Date will, subject to certain exceptions provided in the Indenture referred to below, be paid to the Person in whose name this Note is registered at the close of business on the Regular Record Date next preceding such Interest Payment Date. Interest on this Note shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.

This Note is one of a duly authorized issue of Securities of the Issuer issued under and pursuant to an Indenture dated as of April 1, 1986 (the “Original Indenture”), as amended and supplemented by a First Supplemental Indenture thereto dated as of February 15, 1991 (the “First Supplemental Indenture”), a Second Supplemental Indenture thereto dated as of February 1, 1993 (the “Second Supplemental Indenture”), a Third Supplemental Indenture thereto dated as of October 22, 2001 (the “Third Supplemental Indenture”), a Fourth Supplemental Indenture thereto dated as of March 12, 2002 (the “Fourth Supplemental Indenture”) and a Fifth Supplemental Indenture thereto dated as of March 30, 2020 (the “Fifth Supplemental Indenture”; the Original Indenture, as amended and supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture and any other indentures supplemental thereto, is hereinafter called the “Indenture”), each between the Issuer and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as successor trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank and Chemical Bank), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Issuer and the Holders of the Securities. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any) and may otherwise vary as in the Indenture provided. This Note is one of the series of Securities designated on the face hereof (the “Notes”).

Exhibit 1-2

Prior to December 9, 2032 (three months prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to the date of redemption, and

(2) 100% of the principal amount of the Notes to be redeemed,

plus, in either case, accrued and unpaid interest thereon to the redemption date.

On or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

For purposes of the foregoing provisions related to optional redemption, the following definitions are applicable:

“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in The City of New York are authorized or obligated by law, regulation or executive order to close.

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading). In determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than

Exhibit 1-3

or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third Business Day preceding the redemption date H.15 or any successor designation or publication is no longer published, the Issuer shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Issuer shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each holder of Notes to be redeemed.

In the case of a partial redemption, selection of the Notes for redemption will be made pro rata, by lot or by such other method as is consistent with policies and procedures of the Trustee; and for so long as the Notes are held by DTC (or another depositary), the selection of the Notes for redemption shall be done in accordance with the policies and procedures of the depositary. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation of the original Note.

Unless the Issuer defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions thereof called for redemption.

Exhibit 1-4

Notwithstanding the provisions of Section 12.2 of the Indenture, any notice of redemption of the Notes need not set forth the redemption price but only the manner of calculation thereof. The Issuer will notify the Trustee of the redemption price promptly after the calculation thereof. The Trustee shall have no responsibility for such calculation.

In case an Event of Default (as defined in the Indenture) with respect to the Notes shall have occurred and be continuing, the principal hereof and accrued and unpaid interest hereon may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.

The Indenture contains provisions permitting the Issuer and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of all series to be affected (voting as one class), evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or modifying in any manner the rights of the Holders of the Securities of each such series; provided, that no such supplemental indenture shall, among other things, (i) extend the final maturity of any Security, or reduce the principal amount thereof or reduce the rate or extend the time of payment of any interest thereon, or reduce any amount payable on the redemption thereof, or make the principal thereof or the interest thereon payable in any coin or currency other than that provided in the Securities or in accordance with the terms thereof, or impair or affect the rights of any Holder to institute suit for the payment thereof, without the consent of the Holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities the Holders of which are required to consent to any such supplemental indenture without the consent of the Holder of each Security so affected. It is also provided in the Indenture that, with respect to certain defaults or Events of Default, prior to any declaration accelerating the maturity of the Securities of any series, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series (or, in the case of certain defaults or Events of Default, all or certain series of the Securities) may on behalf of the Holders of all the Securities of such series (or all or certain series of the Securities, as the case may be) waive any such past default or Event of Default and its consequences. The preceding sentence shall not, however, apply to a default or Event of Default in respect of the payment of the principal of or premium, if any, or interest on any of the Securities or a default or Event of Default in respect of a covenant or provision of the Indenture which cannot be modified or amended without the consent of the Holder of each Security affected. Any such consent or waiver by the Holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Note and any Notes which may be issued in exchange or substitution herefor or on registration of transfer hereof, irrespective of whether or not any notation thereof is made upon this Note or such other Notes.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note in the manner, at the respective times, at the rate and in the coin or currency herein prescribed.

The Notes are issuable in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. Notes may be exchanged for a like

Exhibit 1-5

aggregate principal amount of Notes of other authorized denominations upon surrender of the Notes to be exchanged at the agency of the Issuer maintained for that purpose in the Borough of Manhattan, The City of New York in the manner and subject to the limitations provided in the Indenture, without charge except for any tax or other governmental charge that may be imposed in connection therewith*.*

The Notes are not subject to any sinking fund.

Upon due presentment for registration of transfer of this Note at the agency of the Issuer maintained for that purpose, a new Note or Notes of authorized denominations for an equal aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture, without charge except for any tax or other governmental charge that may be imposed in connection therewith.

The Issuer, the Trustee and any authorized agent of the Issuer or the Trustee may deem and treat the registered Holder hereof as the absolute owner of this Note (whether or not this Note shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving payment of, or on account of, the principal hereof and premium, if any, and, subject to the provisions of the first paragraph hereof, interest hereon and for all other purposes, and neither the Issuer nor the Trustee nor any authorized agent of the Issuer or the Trustee shall be affected by any notice to the contrary.

No recourse under or upon any obligation, covenant or agreement of the Issuer in the Indenture or in any Note, or because of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, of the Issuer or of any successor entity, either directly or through the Issuer or any successor entity, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance hereof and as part of the consideration for the issue hereof.

This Note shall be governed by and construed in accordance with the laws of the State of New York, except as may otherwise be required by mandatory provisions of law.

Terms used in this Note which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture, except that the terms “Business Day” and “business day,” as used in this Note, shall have the meanings set forth herein.

The Indenture contains provisions whereby the Issuer may be discharged from its obligations with respect to the Notes, subject to exceptions, if the Issuer deposits with the Trustee cash or U.S. Government Obligations in the amount and in the manner, and satisfies certain other conditions, as in the Indenture provided.

This Note shall not be valid or obligatory for any purpose until the certificate of authentication hereon shall have been signed by or on behalf of the Trustee under the Indenture by manual or electronic signature of an authorized signatory of the Trustee.

Exhibit 1-6

Offer to Purchase Upon Change of Control Triggering Event

If a Change of Control Triggering Event occurs with respect to the Notes, the Issuer will make an offer (the “Change of Control Offer”) to each Holder of Notes to repurchase (at such Holder’s option) all or any part (in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof, provided that any portion of a Note not repurchased must be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes on the terms described below. In the Change of Control Offer, the Issuer will offer payment in cash equal to 101% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, on such Notes (or portions thereof) to be repurchased to, but excluding, the date of repurchase (the “Change of Control Payment”); provided that, notwithstanding the foregoing, payments of interest on the Notes that are due and payable on any dates falling on or prior to such a date of repurchase will be payable to the Holders of those Notes registered as such at the close of business on the relevant record dates in accordance with their terms and the terms of the Indenture. Within 30 days following any Change of Control Triggering Event with respect to the Notes, the Issuer will mail (or otherwise transmit in accordance with applicable procedures of DTC) (or cause to be mailed (or otherwise transmitted in accordance with applicable procedures of DTC)) a notice (the “Change of Control Purchase Notice”) to all Holders of Notes (with a copy to the Trustee) describing the transaction or transactions constituting the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in such notice, which date will be a business day no earlier than 10 days and no later than 60 days after the date such notice is mailed (or otherwise transmitted in accordance with applicable procedures of DTC) (the “Change of Control Payment Date”).

Holders electing to have a Note or portion thereof repurchased pursuant to a Change of Control Offer will be required to surrender the Note (which, in the case of Notes in book-entry form, may be by book-entry transfer) to the Trustee (or to such other agent as may be appointed by the Issuer for such purpose) at the address specified in the applicable Change of Control Purchase Notice prior to the close of business on the business day immediately preceding the applicable Change of Control Payment Date and to comply with other procedures set forth in such Change of Control Purchase Notice. As used in the preceding sentence and in the last sentence of the preceding paragraph, the term “business day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York.

On any Change of Control Payment Date, the Issuer will, to the extent lawful:

(1)	accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;<br>
(2)	deposit with the Trustee (if the Trustee is acting as paying agent for the Notes) or any other duly appointed<br>paying agent for the Notes an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
---	---
(3)	deliver the repurchased Notes or cause the repurchased Notes to be delivered to the Trustee for cancellation,<br>accompanied by an Officers’ Certificate stating
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Exhibit 1-7

the aggregate principal amount of repurchased Notes and that all conditions precedent provided for in the Notes and the Indenture relating to such Change of Control Offer and the repurchase of<br>Notes by the Issuer pursuant thereto have been complied with.

Interest on Notes and portions of Notes duly tendered for repurchase pursuant to a Change of Control Offer will cease to accrue on and after the applicable Change of Control Payment Date, unless the Issuer shall have failed to accept such Notes and such portions of Notes for payment, failed to deposit the total Change of Control Payment in respect thereof or failed to deliver the Officers’ Certificate, all as required by, and in accordance with, the immediately preceding sentence.

The Issuer will agree to promptly pay, or will cause the Trustee (if the Trustee is acting as paying agent for the Notes) or another duly appointed paying agent for the Notes to promptly pay (by application of funds deposited by the Issuer), to each Holder of Notes (or portions thereof) duly tendered and accepted for payment by the Issuer pursuant to a Change of Control Offer for the Notes, the Change of Control Payment for such Notes, and the Issuer will cause the Trustee to promptly authenticate and mail (or deliver by book entry transfer, as applicable) to each such Holder a new Note equal in principal amount to the unpurchased portion, if any, of the Notes surrendered by such Holder; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Issuer shall, or shall cause the Trustee to, promptly mail (or cause to be delivered by book entry transfer, as applicable) to the Holders thereof any Notes not so accepted for payment by the Issuer.

The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Issuer shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of such conflict.

The Issuer will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the time and otherwise in compliance with the requirements for an offer made by the Issuer and the third party purchases all Notes properly tendered under its offer and delivers the repurchased Notes or causes the repurchased Notes to be delivered to the Trustee for cancellation on the applicable Change of Control Payment Date. In addition, the Issuer will not repurchase any Notes pursuant to a Change of Control Offer if there has occurred and is continuing on the applicable Change of Control Payment Date an Event of Default under the Indenture (other than an Event of Default resulting from the Issuer’s failure to comply with any of the provisions of the Notes or the Indenture relating to such Change of Control Offer or the repurchase of Notes pursuant thereto, including, without limitation, any default in payment of the Change of Control Payment), including Events of Default arising with respect to other series of Securities outstanding under the Indenture.

Exhibit 1-8

The foregoing Change of Control provisions of the Notes shall cease to be applicable (and any failure of the Issuer to comply therewith shall not constitute an Event of Default) if (i) the Indenture shall have ceased to be of further effect with respect to the Notes pursuant to Section 10.1(A) of the Indenture (as used in this paragraph, “satisfaction and discharge”), or (ii) the Issuer shall be deemed to have paid and discharged the entire indebtedness on all of the Notes pursuant to Section 10.1(B) of the Indenture (as used in this paragraph, “defeasance”) (it being understood that, in addition to the other conditions to defeasance set forth in the Indenture, any such defeasance shall not be effective until the 121st day after the date of deposit referred to in subparagraph (a) of Section 10.1(B) of the Indenture), and, in the case of both clause (i) and (ii) of this sentence, the Issuer shall have satisfied the conditions set forth in the Indenture to such satisfaction and discharge or such defeasance, as the case may be, and (without limitation to the foregoing) shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (each of which comply with Section 11.5 of the Indenture), each to the effect that all conditions precedent to such satisfaction and discharge or defeasance, as the case may be, provided for in the Indenture have been complied with.

For purposes of the provisions set forth under this caption “Offer to Purchase Upon Change of Control Triggering Event,” the following terms have the respective meanings specified below:

“Capital Stock” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated) in the equity of such Person (including, without limitation, (i) with respect to a corporation, common stock, preferred stock and any other capital stock, (ii) with respect to a partnership, partnership interests (whether general or limited), and (iii) with respect to a limited liability company, limited liability company interests).

“Change of Control” means the occurrence of any of the following: (a) the consummation of any transaction (including, without limitation, any merger or consolidation) resulting in any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than the Issuer or any of its subsidiaries) becoming the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Issuer’s outstanding Voting Stock or other Voting Stock into which the Issuer’s Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares or (b) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one transaction or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its subsidiaries, taken as a whole, to one or more Persons (other than the Issuer or any of its subsidiaries). Notwithstanding the foregoing, a transaction will not be deemed to be a Change of Control if (1) the Issuer becomes a direct or indirect wholly-owned subsidiary of a holding company and (2)(y) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Issuer’s Voting Stock immediately prior to that transaction or (z) immediately following that transaction no “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than a holding company satisfying the requirements of this sentence, is the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of such holding company, measured by voting power rather than number of shares. As used in this paragraph, the term “subsidiary” means, with respect to any Person (the “Parent”), any other

Exhibit 1-9

Person at least a majority of whose outstanding Voting Stock, measured by voting power rather than number of shares, is owned, directly or indirectly, at the date of determination by the Parent and/or one or more other subsidiaries of the Parent.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor thereto.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, and the equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by the Issuer.

“Moody’s” means Moody’s Investors Service, Inc.

“Rating Agencies” means (a) each of Moody’s and S&P; and (b) if either of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Issuer’s control, a “nationally recognized statistical rating organization” (within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act) selected by the Issuer (as certified by a Board Resolution delivered to the Trustee) as a replacement for Moody’s or S&P, or both of them, as the case may be.

“Rating Event” means the rating on the Notes is lowered by each of the Rating Agencies and the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any day within the 60-day period (which 60-day period shall be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by either of the Rating Agencies) after the earlier of (a) the occurrence of a Change of Control and (b) public notice of the occurrence of a Change of Control or the Issuer’s intention to effect a Change of Control; provided, however, that a Rating Event otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Rating Event for purposes of the definition of “Change of Control Triggering Event”) if each Rating Agency making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the Issuer in writing that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of the Rating Event). The Trustee shall not be responsible for monitoring the ratings of the Notes nor shall it be charged with knowledge of such ratings.

“S&P” means S&P Global Ratings, a division of S&P Global Inc., and its successors.

“Voting Stock” means, with respect to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date, any Capital Stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person or, if such person is not a corporation, any governing body thereof performing a similar function.

Exhibit 1-10

As used under this caption “Offer to Purchase Upon Change of Control Triggering Event,” all references to sections of the Exchange Act and to rules and regulations under the Exchange Act shall include any successor provisions thereto.

For purposes of clarity, the Issuer confirms that (1) the provisions set forth under this caption “Offer to Purchase Upon Change of Control Triggering Event” constitute covenants of the Issuer under the Indenture in respect of, and solely for the benefit of the Holders of, the Notes, (2) for purposes of Section 5.1(d), Section 5.10, Section 8.2 and any other applicable provisions of the Indenture, the Notes shall be deemed to be the only series of Securities affected by such covenants or by any default in the performance, or breach, of any such covenants or any default or Event of Default resulting therefrom or by any change therein or amendment thereto or waiver thereof and, without limitation to the foregoing, any such default or Event of Default shall be deemed to be a default or Event of Default, as the case may be, only with respect to the Notes, (3) such covenants shall constitute a “right of repayment at the option of the Securityholder” for purposes of Section 8.2 of the Indenture and, without limitation to the foregoing, no supplemental indenture entered into pursuant to Article Eight of the Indenture shall reduce the amount payable in respect of, or extend the time for payment of, any Notes pursuant to such covenants without the consent of the Holder of each Note so affected and (4) any failure by the Issuer to pay all or any part of the Change of Control Payment as and when required pursuant to such covenants shall constitute an Event of Default with respect to the Notes under Section 5.1(b) of the Indenture.

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Exhibit 1-11

IN WITNESS WHEREOF, Weyerhaeuser Company has caused this instrument to be signed and its corporate seal attested by the manual or facsimile signatures of its duly authorized officers and has caused its corporate seal (or a facsimile thereof) to be affixed hereunto or imprinted hereon.

[SEAL]

WEYERHAEUSER COMPANY
By:
	Name:
	Title:
Company Name
---
Attest:
Name:
Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

Dated:

THE BANK OF NEW YORK MELLON<br> <br>TRUST<br>COMPANY, N.A., as Trustee
By:
	Authorized Signatory

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM–as tenants in common UNIF GIFT MIN ACT –		Custodian
TEN ENT–as tenants by the entireties	(Cust)		(Minor
JT TEN–as joint tenants with right of survivorship	Under Uniform Gifts to Minors
and not as tenants in common	Act
		(State)

FOR VALUE RECEIVED, the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE

the within security and all rights thereunder, hereby irrevocably constituting and appointing

Attorney

to transfer said security on the books of the Issuer with full power of substitution in the premises.

Dated:	Signed:

Notice: The signature to this assignment must correspond with the name as it appears upon the face of the within security in every particular, without alteration or enlargement or any change whatever.

ANNEX II

The terms “Indenture” and “Company,” as used in this Annex II, have the respective meanings set forth in the Officers’ Certificate to which this Annex II is attached, and other capitalized terms used in this Annex II and not otherwise defined herein have the same definitions as in the Indenture.

(1) The series of Securities established hereby shall be known and designated as the 4.000% Notes due 2052 (the “Offered Securities”).

Annex II-1

authorized, ratified, confirmed and approved in all respects), at a price equal to 97.391% of the principal amount of the Offered Securities. The initial price to the public of the Offered Securities originally issued on the Closing Date shall be 98.266% of the principal amount thereof plus accrued interest, if any, from March 9, 2022, and underwriting discounts and commissions shall be 0.875% of the principal amount of such Offered Securities.

(5) The final maturity date of the Offered Securities on which the principal thereof is due and payable shall be March 9, 2052.

Annex II-2

(11) The Offered Securities shall be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

(15) The following additional terms shall be applicable with respect to the Offered Securities:

(a)	the phrase “due or to become due to such date of maturity” appearing in the 28^th^ and 29^th^ lines of Section 10.1(A) of the Indenture shall be deleted and replaced with the phrase “due or to become due on or prior to<br>such date of maturity or redemption, as the case may be,”
(b)	the Company shall not act as its own paying agent for purposes of Section 10.2 of the Indenture or for<br>purposes of the provisions set forth under the caption “Offer to Purchase Upon Change of Control Triggering Event” in the form of certificate evidencing the Offered Securities attached hereto as Exhibit 1;
---	---
(c)	all references in the Indenture to the “Secretary” and any “Assistant Secretary” of the<br>Company shall be deemed to include a reference to the Corporate Secretary and any Assistant Corporate Secretary, respectively, of the Company; and
---	---

Annex II-3

(d)	the phrase “acquires by sale or conveyance substantially all the assets” appearing in clause<br>(i) of Section 9.1 of the Indenture shall be deleted and replaced with the phrase “acquires by sale or conveyance all or substantially all the assets”.

Annex II-4

EXHIBIT 1

Form of Certificate Evidencing the Offered Securities

Exhibit 1-1

No.	Principal Amount: $·,000,000

CUSIP No. 962166 CB8

ISIN No. US962166CB89

WEYERHAEUSER COMPANY

4.000% Note due 2052

WEYERHAEUSER COMPANY, a Washington corporation (the “Issuer,” which term includes any successor thereto under the Indenture referred to below), for value received, hereby promises to pay to · [For inclusion in Global Securities—Cede & Co.], or registered assigns, at the office or agency of the Issuer maintained for such purpose in the Borough of Manhattan, The City of New York, the principal sum of · Dollars ($·,000,000) on March 9, 2052, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, semiannually in arrears on March 9 and September 9 of each year (each, an “Interest Payment Date”), commencing September 9, 2022, and at final maturity on said principal sum at said office or agency, in like coin or currency, at the rate of 4.000% per annum from the Interest Payment Date next preceding

Exhibit 1-2

the date of this Note to which interest has been paid or duly provided for, unless the date hereof is a date to which interest has been paid or duly provided for, in which case from the date of this Note, or unless no interest has been paid or duly provided for on this Note, in which case from March 9, 2022, until payment of said principal sum has been made or duly provided for; provided that, if this Note is not a Global Security, payment of interest will be made against presentation of this Note at the office or agency of the Issuer maintained for such purpose in the Borough of Manhattan, The City of New York (and the offices or agencies of the Issuer maintained for such purpose in any such other locations, if any, as the Issuer may from time to time elect) or, at the option of the Issuer, by check mailed to the address of the Person entitled thereto as such address shall appear on the Security register; and provided, further, that if this Note is a Global Security registered in the name of a Depositary or its nominee, payment of interest shall be made to the Depositary or its nominee, as the case may be, in accordance with the Depositary’s procedures as in effect from time to time. Notwithstanding the foregoing, if the date hereof is after February 25 or August 25, whether or not a Business Day (each, a “Regular Record Date”), as the case may be, and before the following Interest Payment Date, this Note shall bear interest from such Interest Payment Date; provided, that if the Issuer shall default in the payment of interest due on such Interest Payment Date, then this Note shall bear interest from the next preceding Interest Payment Date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for on this Note, from March 9, 2022; and provided, further, that, notwithstanding the foregoing provisions of this sentence, if no interest has been paid or duly provided for on this Note, then this Note shall bear interest from March 9, 2022. The interest so payable on any Interest Payment Date will, subject to certain exceptions provided in the Indenture referred to below, be paid to the Person in whose name this Note is registered at the close of business on the Regular Record Date next preceding such Interest Payment Date. Interest on this Note shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.

Exhibit 1-3

amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any) and may otherwise vary as in the Indenture provided. This Note is one of the series of Securities designated on the face hereof (the “Notes”).

Prior to September 9, 2051 (six months prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points less (b) interest accrued to the date of redemption, and

(2) 100% of the principal amount of the Notes to be redeemed,

plus, in either case, accrued and unpaid interest thereon to the redemption date.

For purposes of the foregoing provisions related to optional redemption, the following definitions are applicable:

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following two paragraphs.

Exhibit 1-4

H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

Exhibit 1-5

Unless the Issuer defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions thereof called for redemption.

Exhibit 1-6

The Notes are issuable in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations upon surrender of the Notes to be exchanged at the agency of the Issuer maintained for that purpose in the Borough of Manhattan, The City of New York in the manner and subject to the limitations provided in the Indenture, without charge except for any tax or other governmental charge that may be imposed in connection therewith*.*

The Notes are not subject to any sinking fund.

This Note shall be governed by and construed in accordance with the laws of the State of New York, except as may otherwise be required by mandatory provisions of law.

Exhibit 1-7

Offer to Purchase Upon Change of Control Triggering Event

On any Change of Control Payment Date, the Issuer will, to the extent lawful:

(1)	accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;<br>
(2)	deposit with the Trustee (if the Trustee is acting as paying agent for the Notes) or any other duly appointed<br>paying agent for the Notes an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
---	---

Exhibit 1-8

(3)

deliver the repurchased Notes or cause the repurchased Notes to be delivered to the Trustee for cancellation,<br>accompanied by an Officers’ Certificate stating the aggregate principal amount of repurchased Notes and that all conditions precedent provided for in the Notes and the Indenture relating to such Change of Control Offer and the repurchase of<br>Notes by the Issuer pursuant thereto have been complied with.

Exhibit 1-9

the Notes or the Indenture relating to such Change of Control Offer or the repurchase of Notes pursuant thereto, including, without limitation, any default in payment of the Change of Control Payment), including Events of Default arising with respect to other series of Securities outstanding under the Indenture.

For purposes of the provisions set forth under this caption “Offer to Purchase Upon Change of Control Triggering Event,” the following terms have the respective meanings specified below:

Exhibit 1-10

transaction or (z) immediately following that transaction no “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than a holding company satisfying the requirements of this sentence, is the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of such holding company, measured by voting power rather than number of shares. As used in this paragraph, the term “subsidiary” means, with respect to any Person (the “Parent”), any other Person at least a majority of whose outstanding Voting Stock, measured by voting power rather than number of shares, is owned, directly or indirectly, at the date of determination by the Parent and/or one or more other subsidiaries of the Parent.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor thereto.

“Moody’s” means Moody’s Investors Service, Inc.

Exhibit 1-11

“S&P” means S&P Global Ratings, a division of S&P Global Inc., and its successors.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Exhibit 1-12

[SEAL]

WEYERHAEUSER COMPANY
By:
	Name:
	Title:
Company Name
---
Attest:
Name:
Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

Dated:

THE BANK OF NEW YORK MELLON<br> <br>TRUST<br>COMPANY, N.A., as Trustee
By:
	Authorized Signatory

Note: The signatures and the Trustee’s certificate of authentication may be moved to appear on the same page as the principal amount of this Security.

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM–as tenants in common UNIF GIFT MIN ACT –		Custodian
TEN ENT–as tenants by the entireties	(Cust)		(Minor
JT TEN–as joint tenants with right of survivorship	Under Uniform Gifts to Minors
and not as tenants in common	Act
		(State)

FOR VALUE RECEIVED, the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE

the within security and all rights thereunder, hereby irrevocably constituting and appointing

Attorney

to transfer said security on the books of the Issuer with full power of substitution in the premises.

Dated:	Signed:

EX-5.1

LOGO

Exhibit 5.1

March 9, 2022

Weyerhaeuser Company

3.375% Notes Due 2033

4.000% Notes Due 2052

Ladies and Gentlemen:

We have acted as counsel for Weyerhaeuser Company, a Washington corporation (the “Company”), in connection with the public offering and sale by the Company of $450,000,000 aggregate principal amount of 3.375% Notes due 2033 and $450,000,000 aggregate principal amount of 4.000% Notes due 2052 (collectively, the “Notes”), to be issued under an indenture dated as of April 1, 1986, as amended and supplemented by a first supplemental indenture dated as of February 15, 1991, a second supplemental indenture dated as of February 1, 1993, a third supplemental indenture dated as of October 22, 2001, a fourth supplemental indenture dated as of March 12, 2002 and a fifth supplemental indenture dated as of March 30, 2020 (collectively, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”).

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including (a) the Indenture and the form of Note contained therein and (b) the Registration Statement on Form S-3 (Registration No. 333-256995) filed with the Securities and Exchange Commission (the “Commission”) on June 10, 2021 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration under the Securities Act of various securities of the Company.

In rendering this opinion, we have assumed, with your consent and without independent investigation or verification, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as duplicates or copies. We also have assumed, with your consent, that the Indenture has been duly authorized, executed and delivered by, and represents a legal, valid and binding obligation of, the Trustee and that the Notes will conform to the form of note included in the Indenture.

Based on the foregoing and subject to the qualifications set forth herein, we are of opinion as follows:

1. Assuming that the Notes have been duly authorized by the Company, the Notes, when executed and authenticated in accordance with the provisions of the Indenture and delivered and paid for as contemplated in the Registration Statement, will constitute legal, valid and binding obligations of the Company (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law).

We are admitted to practice in the State of New York, and we express no opinion as to matters governed by any laws other than the laws of the State of New York. In particular, we do not purport to pass on any matter governed by the laws of the State of Washington. For purposes of our opinion, we have assumed that (i) the Company has been duly incorporated and is a validly existing corporation under the laws of the State of Washington and (ii) the Indenture and the Notes have been duly authorized, executed and delivered by the Company. With respect to all matters of the laws of the State of Washington, we note that you are being provided with the opinion, dated the date hereof, of Jose Quintana, Esq., Senior Legal Counsel of the Company.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Current Report on Form 8-K dated the date hereof and incorporated by reference into the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the Prospectus Supplement constituting part of the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,
/s/ Cravath, Swaine & Moore LLP

Weyerhaeuser Company

220 Occidental Avenue South

Seattle, WA 98104

EX-5.2

Exhibit 5.2

March 9, 2022

Weyerhaeuser Company

220 Occidental Avenue South

Seattle, WA 98104

Ladies and Gentlemen:

I have acted as counsel for Weyerhaeuser Company, a Washington corporation (the “Company”), in connection with (i) the review of a registration statement on Form S-3 (Registration No. 333-256995) filed with the Securities and Exchange Commission (the “Commission”) on June 10, 2021 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) the preparation and review of the Prospectus Supplement, dated February 23, 2022, of the Company (the “Prospectus Supplement”), filed with the Commission and relating to the issuance by the Company of $450,000,000 aggregate principal amount of 3.375% Notes due 2033 and $450,000,000 aggregate principal amount of 4.000% Notes due 2052 (collectively, the “Notes”), in accordance with the underwriting agreement, dated February 23, 2022, among BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in Schedule I thereto, and the Company.

In such capacity and in connection with the opinions expressed herein, I have examined originals, or copies certified or otherwise identified to my satisfaction, of such documents, corporate records and other instruments as I have deemed necessary or appropriate for the purpose of this opinion, including, without limitation, the (1) Registration Statement and (2) the indenture dated as of April 1, 1986, as amended and supplemented by a first supplemental indenture dated as of February 15, 1991, a second supplemental indenture dated as of February 1, 1993, a third supplemental indenture dated as of October 22, 2001, a fourth supplemental indenture dated as of March 12, 2002 and a fifth supplemental indenture dated as of March 30, 2020 (collectively, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”).

Based upon the foregoing, I am of opinion that the Indenture and the Notes have been duly authorized, executed and delivered by the Company.

I am admitted to practice only in the State of Washington, and accordingly, do not express any opinion herein concerning any law other than the laws of the State of Washington and the Federal law of the United States of America, each as currently in effect.

I hereby consent to the filing of this opinion with the Commission as Exhibit 5.2 to the Current Report on Form 8-K dated the date hereof and incorporated by reference into the Registration Statement. I also consent to the reference to my name under the caption “Legal Matters” in the Prospectus Supplement constituting part of the Registration Statement. In giving this consent, I do not hereby admit that I am included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

[Signature page follows]

Very truly yours,
/s/ Jose Quintana
Jose Quintana, Esq.

[Signature Page to WY Ex. 5.2 Opinion]

EX-8.1

Exhibit 8.1

Covington & Burling LLP<br> <br>One CityCenter<br><br><br>850 Tenth Street, NW<br> <br>Washington, DC 20001-4956<br><br><br>T +1 202 662 6000

March 9, 2022

BofA Securities, Inc.

One Bryant Park

New York, New York 10036

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

Wells Fargo Securities, LLC

550 South Tryon Street

Charlotte, North Carolina 28202

As Representatives of the Several Underwriters

Re:	Weyerhaeuser Company $450,000,000 3.375% Notes Due 2033
Weyerhaeuser Company $450,000,000 4.000% Notes Due 2052
---

Ladies and Gentlemen:

We have acted as special tax counsel to Weyerhaeuser Company, a Washington corporation (the “Company”), in connection with the proposed offer and sale of $450,000,000 aggregate principal amount of its 3.375% Notes due 2033 and $450,000,000 aggregate principal amount of its 4.000% Notes due 2052 pursuant to the Underwriting Agreement dated February 23, 2022 (the “Underwriting Agreement”), by and among the Company and BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule I thereto (the “Underwriters”). This opinion is being furnished to you pursuant to Section 5(c) of the Underwriting Agreement. Capitalized terms employed but not otherwise defined herein shall have the meanings assigned to them in the Underwriting Agreement.

BofA Securities, Inc.

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

Morgan Stanley & Co. LLC

Wells Fargo Securities, LLC

Page 2

I.	Basis for Opinion

The opinion set forth in this letter is based on the application of relevant provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations thereunder (including proposed and temporary Treasury regulations), and interpretations of the foregoing as expressed in court decisions, applicable legislative history, and administrative rulings and practices of the Internal Revenue Service (the “IRS”) (including its practices and policies endorsed in issuing private letter rulings, which are not binding on the IRS except with respect to a taxpayer that receives such a ruling), all as of the date hereof. These provisions and interpretations are subject to change, which changes might have retroactive effect and might affect our conclusions stated herein. Our opinion does not foreclose the possibility of a contrary determination by the IRS or a court of competent jurisdiction, or of a contrary position taken by the IRS or the Treasury Department in regulations or rulings issued in the future. In this regard, although we believe that our opinion set forth herein will be sustained if challenged, an opinion of counsel with respect to an issue is not binding on the IRS or the courts, and we do not guarantee that the IRS will not assert a contrary position with respect to such issue or that a court will not sustain such a position asserted by the IRS.

In rendering the following opinion, we have examined such statutes, regulations, records, agreements, certificates and other documents as we have considered necessary or appropriate as a basis for the opinion, including, but not limited to: (1) the Restated Articles of Incorporation of the Company dated April 18, 2011, as amended through the date hereof; (2) certain organizational and corporate governance documents of the Company; (3) the Prospectus dated June 7, 2018; (4) the Prospectus Supplement dated February 23, 2022; (5) the Amended and Restated Certificate of Incorporation of Weyerhaeuser Timber Holdings, Inc., a Delaware corporation, the common stock of which is owned by the Company (“WTHI”), dated December 20, 2021, as amended through the date hereof; and (6) certain organizational and corporate governance documents of WTHI (those documents referred to in clauses (1) through (6), the “Reviewed Documents”).

The opinion set forth in this letter is also premised on the written representations of the Company contained in a letter to us dated as of the date hereof and in a letter dated as of March 30, 2020, each of which we have discussed with the Company; and the written representations of WTHI, contained in a letter to us dated as of the date hereof, which we have discussed with WTHI (the “Representation Letters”) and copies of which are attached hereto. For purposes of rendering our opinion, we have not made, and will not make, an independent investigation or audit of the facts set forth in the Reviewed Documents or the Representation Letters, except as necessary to determine that the representations are reasonable. We consequently have relied upon the representations and statements of the Company and WTHI as described in the Reviewed Documents and the Representation Letters, and assumed that the information presented in such documents or otherwise furnished to us is accurate and complete in all material respects relevant to our opinion. Any statement herein to the effect that we have relied upon, or assumed the truth, correctness or completeness of, any representations, warranties or statements

BofA Securities, Inc.

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

Morgan Stanley & Co. LLC

Wells Fargo Securities, LLC

Page 3

in any documents (and any similar statements herein) means that we have relied upon or assumed the truth, correctness or completeness of such representations, warranties or other statements, as the case may be, insofar as they relate to factual matters but not as to legal conclusions.

In this regard, we have assumed, with your consent, the following:

(i) (A) all of the representations and statements set forth in the Reviewed Documents and the Representation Letters are true, correct, and complete as of the date hereof, (B) any representation or statement in the Reviewed Documents and the Representation Letters made as a belief, made “to the knowledge of” or similarly qualified is true, correct and complete as of the date hereof, without such qualification, (C) each agreement described in the Reviewed Documents is valid and binding in accordance with its terms, and (D) each of the obligations of the Company and its subsidiaries, as described in the Reviewed Documents, has been or will be performed or satisfied in accordance with its terms;

(ii) all signatures are genuine, all documents have been properly and duly executed, all documents submitted to us as originals are authentic, all documents submitted to us as copies conform to their respective originals, and the originals from which any copies were made are authentic;

(iii) any documents as to which we have reviewed only a form were or will be duly executed without material changes from the form reviewed by us; and

(iv) from and after the date of this letter, the Company will utilize all appropriate “savings provisions” (including the provisions of Sections 856(c)(6), 856(c)(7), and 856(g) of the Code, the provision allowing for the disposal of assets within thirty days after the close of a calendar quarter included in Section 856(c)(4) of the Code (flush language), and all available deficiency dividend procedures) available to the Company under the Code in order to correct any violations of the applicable REIT qualification requirements of Sections 856 and 857 of the Code, to the full extent the remedies under such provisions are available.

Any material variation or difference in the facts from those set forth in the documents that we have reviewed and upon which we have relied (including, in particular, the Representation Letters) may adversely affect our conclusions stated herein.

II.	Opinion

Based upon and subject to the assumptions and qualifications set forth herein, including, without limitation, the discussion in the succeeding paragraphs, we are of the opinion that the Company has qualified to be taxed as a real estate investment trust (a “REIT”) pursuant to Sections 856 through 860 of the Code and the Treasury regulations issued thereunder for its taxable years ended December 31, 2019 through December 31, 2021, and its organization and current and proposed method of operation described in the Reviewed Documents will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code.

BofA Securities, Inc.

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

Morgan Stanley & Co. LLC

Wells Fargo Securities, LLC

Page 4

The Company’s qualification and taxation as a REIT depends upon the Company’s ability to meet on a continuing basis, through actual annual operating and other results, the various requirements under the Code with regard to, among other things, the sources of its gross income, the composition of its assets, the level of its distributions to its shareholders, and the diversity of its share ownership, and upon the Company utilizing all appropriate “savings provisions” (including the provisions of Sections 856(c)(6), 856(c)(7), and 856(g) of the Code, the provision allowing for the disposal of assets within thirty days after the close of a calendar quarter included in Section 856(c)(4) of the Code (flush language), and all available deficiency dividend procedures) available to the Company under the Code to correct violations of specified REIT qualification requirements of Sections 856 and 857 of the Code. We will not review the compliance of the Company with these requirements on a continuing basis. No assurance can be or is given that the actual results of the Company’s operations, the sources of its income, the nature of its assets, the level of its distributions to its shareholders and the diversity of its share ownership for the current or any future taxable years will satisfy the requirements under the Code for qualification and taxation as a REIT.

We assume no obligation to advise you of any new developments in the application or interpretation of the U.S. federal income tax laws subsequent to the date of this opinion letter, and we are not undertaking to update this opinion letter.

This opinion letter addresses only the specific U.S. federal income tax matters set forth above and does not address any other U.S. federal, state, local or foreign tax issues.

We hereby consent to the filing of this opinion as Exhibit 8.1 to the Company’s Current Report on Form 8-K filed on March 9, 2022. We also consent to the use of our name in the prospectus which forms a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,
/s/ Covington & Burling LLP

EX-99.1

Exhibit 99.1

Weyerhaeuser Company Announces Early Tender Results and Upsize of Previously Announced Cash Tender Offers

March 9, 2022

SEATTLE, **** March 9, 2022 /PRNewswire/ — Weyerhaeuser Company (NYSE: WY) (“Weyerhaeuser,” “we” or “our”) today announced the early results of its previously announced cash tender offers (each, an “Offer” and collectively, the “Offers”) for its validly tendered (and not validly withdrawn) notes set forth below (the “Notes”). In connection therewith, Weyerhaeuser further announced that it is amending the Offers to increase the maximum aggregate purchase price, not including accrued and unpaid interest, payable in respect of the Notes (the “Offer Cap”) from the previously announced amount of $1.0 billion to $1.2 billion. The Offers are being made pursuant to an Offer to Purchase, dated February 23, 2022, as amended by this press release (the “Offer to Purchase”), which sets forth a description of the terms of the Offers. Except for the increase in the Offer Cap as described in this press release, no other terms of the Offers have changed.

The following table sets forth the aggregate principal amount tendered of the Notes that were validly tendered and not validly withdrawn in the Offers as of 5:00 p.m., New York City time, on March 8, 2022 (the “Early Tender Time”). Withdrawal rights for the Offers expired at 5:00 p.m., New York City time, on March 8, 2022 (the “Withdrawal Deadline”), and, accordingly, any Notes that were validly tendered in the Offers may no longer be withdrawn except where additional withdrawal rights are required by law.

Acceptance PriorityLevel^(1)^	Title of Security		Outstanding<br>Principal<br>Amount		Reference U.S. Treasury<br><br><br>Security^(2)^
1	8.500% Debentures due 2025	962166AT1	$	300,000,000	1.500% UST due 2/15/2025	+30	160,900,000
2	7.950% Debentures due 2025	962166AU8	$	136,033,000	1.500% UST due 2/15/2025	+45	64,720,000
3	7.850% Debentures due 2026	969133AK3	$	99,899,000	1.500% UST due 1/31/2027	+55	40,327,000
4	7.125% Debentures due 2023	962166AS3	$	191,089,000	0.875% UST due 1/31/2024	+5	72,986,000
5	7.375% Debentures due 2032	962166BR4	$	1,250,000,000	1.875% UST due 2/15/2032	+120	825,597,000
6	7.350% Debentures due 2026	969133AJ6	$	62,312,000	1.500% UST due 1/31/2027	+55	32,046,000
7	6.950% Debentures due 2027	962166AW4	$	300,000,000	1.500% UST due 1/31/2027	+60	116,137,000
8	6.875% Debentures due 2033	962166BT0	$	275,000,000	1.875% UST due 2/15/2032	+135	168,164,000
9	4.000% Notes due 2030^(3)^*	962166BY9	$	750,000,000	1.875% UST due 2/15/2032	+103	473,061,000
10	4.000% Notes due 2029^(3)^*	962166BX1	$	750,000,000	1.875% UST due 2/15/2032	+93	375,437,000
(1)	Weyerhaeuser is offering to accept the maximum principal amount of validly tendered (and not validly withdrawn)<br>Notes in the Offer for which the aggregate purchase price, not including accrued and unpaid interest, does not exceed $1.2 billion using a “waterfall” methodology under which Weyerhaeuser will accept the Notes in order of their<br>respective acceptance priority levels noted in the table above (the “Acceptance Priority Levels”).
---	---
(2)	The applicable page on Bloomberg from which the Lead Dealer Managers (as defined below) for the Offers will<br>quote the bid side prices of the applicable Reference Treasury Security (as defined below) is FIT1. The Total Consideration (as defined below) for Notes validly tendered (and not validly withdrawn) prior to or at the Early Tender Time and accepted<br>for purchase is calculated using the applicable fixed spread as described in the Offer to Purchase. The Early Tender Premium (as defined below) of $50 per $1,000 principal amount is included in the Total Consideration for each series of Notes set<br>forth above and does not constitute an additional or increased payment. Holders of Notes will also receive accrued and unpaid interest on Notes accepted for purchase up to, but excluding, March 10, 2022 (the “Early Settlement Date”).<br>
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(3)	Denotes a series of Notes for which the Notes were issued in denominations of $2,000 and integral multiples of<br>$1,000 in excess thereof. The remaining series of Notes were issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof.
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*	Denotes a series of Notes for which the calculation of the applicable Total Consideration may be performed,<br>subject to market practice, using the present value of such Notes as determined at the Price Determination Time (as defined below), as if the principal amount of Notes had been due on the applicable Par Call Date (as defined in the Offer to<br>Purchase) of such series rather than the maturity date.
---	---

The consideration to be paid for the Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Offers will be determined at 10:00 a.m., New York City time, on March 9, 2022 (the “Price Determination Time”), in the manner described in the Offer to Purchase by reference to a fixed spread for each of the Notes over the applicable yield to maturity of the applicable U.S. Treasury Security (the “Reference Treasury Security”) specified in the table above and on the cover page of the Offer to Purchase in the column entitled “Reference U.S. Treasury Security.” Each holder who validly tendered and did not validly withdraw its Notes at or prior to the Early Tender Time and whose Notes are accepted for purchase will be entitled to receive the applicable “Total Consideration,” which includes an early tender premium of $50 per $1,000 principal amount of Notes so tendered and accepted for purchase (the “Early Tender Premium”). The Early Tender Premium will be included in the Total Consideration for each series of Notes, and will not constitute an additional or increased payment. In addition, in each case, holders whose Notes are accepted for purchase will receive accrued and unpaid interest on their Notes up to, but excluding, the Early Settlement Date, payable on the Early Settlement Date. None of the Offers is conditioned on any of the other Offers or upon any minimum principal amount of Notes of any series being tendered.

Weyerhaeuser expects to issue a press release on March 9, 2022 announcing the Total Consideration payable in connection with the Offers.

Weyerhaeuser expressly reserves the right, in its sole discretion, subject to applicable law, to: (i) terminate any or all of the Offers and not accept for purchase any of the Notes not theretofore accepted for purchase in the terminated Offer or Offers; (ii) waive any and all of the conditions to the Offers on or prior to the time the Notes are accepted for purchase in any or all of the Offers; (iii) accept for purchase and pay for all Notes validly tendered at or before the Early Tender Time and not validly withdrawn at or before the Withdrawal Deadline in any or all of the Offers; (iv) to keep any or all of the Offers open or extend the Early Tender Time, Withdrawal Deadline or time in which the Offers are scheduled to expire to a later date and time; (v) increase or decrease the Offer Cap or change the Acceptance Priority Levels; or (vi) otherwise amend the terms and conditions of the Offers.

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The Offers are being made solely pursuant to the terms and conditions set forth in the Offer to Purchase.

BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are serving as Lead Dealer Managers for the Offers (each, a “Lead Dealer Manager” and together, the “Lead Dealer Managers”) and MUFG Securities Americas Inc., Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC are serving as co-dealer managers for the Offers. Questions regarding the Offers may be directed to BofA Securities at (888) 292-0070 (toll free) or (980) 387-3907 (collect), to Goldman Sachs at (800) 828-3182 (toll free) or (212) 357-1452 (collect), to J.P. Morgan at (866) 834-4666 (toll free) or (212) 834-3822 (collect) or to Morgan Stanley at (800) 624-1808 (toll free) or (212) 761-1057 (collect). Requests for the Offer to Purchase or the documents incorporated by reference therein may be directed to D.F. King & Co., Inc., which is acting as the Tender Agent and Information Agent for the Offers, at wy@dfking.com or the following telephone numbers: banks and brokers at (212) 269-5550; all others toll free at (800) 431-9646.

ABOUT WEYERHAEUSER

Weyerhaeuser Company, one of the world’s largest private owners of timberlands, began operations in 1900. We own or control approximately 11 million acres of timberlands in the U.S. and manage additional timberlands under long-term licenses in Canada. We manage these timberlands on a sustainable basis in compliance with internationally recognized forestry standards. We are also one of the largest manufacturers of wood products in North America. Our company is a real estate investment trust. In 2021, we generated $10.2 billion in net sales and employed approximately 9,200 people who serve customers worldwide. Our common stock trades on the New York Stock Exchange under the symbol WY.

FORWARD-LOOKING STATEMENTS

This news release contains 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, as amended. These statements use forward-looking terminology; are based on our current expectations and various assumptions we make; and may not be accurate because of risks and uncertainties surrounding the realization of our expectations and 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. It is not possible to predict or identify all risks and uncertainties that might affect the accuracy of our forward-looking statements and, consequently, our descriptions of such risks and uncertainties should not be considered exhaustive. 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, cash flows, or financial condition. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise the forward-looking statements, whether because of new information, future events or otherwise, contained in any document after the date of such document, unless required by law. Some forward-looking statements discuss our plans, strategies and intentions. They often involve use of words such as expects, may, should, will, believes, anticipates, estimates, projects, intends, plans, targets or approximately, or similar words or terminology. In addition, these words may use the positive or negative or other variations of those and similar words.

Forward-looking statements may include, among other things, statements with respect to our expected future financial and operating performance; our plans, strategies, intentions and expectations; our operational excellence and other strategic initiatives, including those pertaining to operating and other costs, product development and production; estimated taxes and tax rates; future debt payments; future restructuring charges; expected results of litigation and other legal proceedings and contingent liabilities, and the sufficiency of litigation and other contingent liability reserves; expected uses of cash, including future quarterly and supplemental dividends and share repurchases; expected capital expenditures; expected economic conditions, including markets, pricing and demand for our products; laws and regulations relevant to our businesses and our expectations relating to pension contributions, returns on invested pension plan assets and expected benefit payments. We base our forward-looking statements on a number of factors, including the expected effect of the economy; laws and regulations; projected expenditures for environmental remediation obligations; adverse litigation outcomes and the adequacy of reserves; changes in accounting principles; contributions to pension plans; projected benefit payments; projected tax rates and credits; projected reduction in our emissions and other related matters.

Major risks and uncertainties, and assumptions that we make, that affect our business and may cause actual results to differ materially from the content of these forward-looking statements include, but are not limited to:

•	the effect of general economic conditions, including employment rates, interest rate levels, inflation, housing<br>starts, general availability of financing for home mortgages and the relative strength of the U.S. dollar;
•	the effect of COVID-19 and other viral or disease outbreaks, including<br>but not limited to any related regulatory restrictions or requirements, and their potential effects on our business, results of operations, cash flows, financial condition and future prospects;
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•	market demand for our products, including market demand for our timberland properties with higher and better<br>uses, which is related to, among other factors, the strength of the various U.S. business segments and U.S. and international economic conditions;
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•	changes in currency exchange rates, particularly the relative value of the U.S. dollar to the Japanese yen, the<br>Chinese yuan, and the Canadian dollar, and the relative value of the euro to the yen;
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•	restrictions on international trade and tariffs imposed on imports or exports;
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•	the availability and cost of shipping and transportation;
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•	economic activity in Asia, especially Japan and China;
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•	performance of our manufacturing operations, including maintenance and capital requirements;<br>
---	---
•	potential disruptions in our manufacturing operations;
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•	the level of competition from domestic and foreign producers;
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•	the successful execution of our internal plans and strategic initiatives, including restructuring and cost<br>reduction initiatives;
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•	the successful and timely execution and integration of our strategic acquisitions, including our ability to<br>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<br>regulatory approvals or the occurrence of any event, change or other circumstances that could give rise to a termination of any acquisition or divestiture transaction under the terms of the governing transaction agreements;
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•	raw material availability and prices;
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•	the effect of weather;
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•	changes in global or regional climate conditions and governmental response to such changes;<br>
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•	the risk of loss from fires, floods, windstorms, hurricanes, pest infestation and other natural disasters;<br>
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•	energy prices;
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•	transportation and labor availability and costs;
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•	federal tax policies;
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•	the effect of forestry, land use, environmental and other governmental regulations;
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•	legal proceedings;
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•	performance of pension fund investments and related derivatives;
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•	the effect of timing of employee retirements and changes in the market price of our common stock on charges for<br>share-based compensation;
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•	the accuracy of our estimates of costs and expenses related to contingent liabilities and the accuracy of our<br>estimates of charges related to casualty losses;
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•	changes in accounting principles; and
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•	other factors described in the “Risk Factors” sections in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as well as those set forth from time to time in our other public statements, reports, registration statements, prospectuses, information statements and other<br>filings with the U.S. Securities and Exchange Commission.
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For more information contact:

Analysts – Andy Taylor, 206-539-3907

Media – Nancy Thompson, 919-861-0342

SOURCE Weyerhaeuser Company

EX-99.2

Exhibit 99.2

Weyerhaeuser Company Announces Pricing for Cash Tender Offers

March 9, 2022

SEATTLE, **** March 9, 2022 /PRNewswire/ — Weyerhaeuser Company (NYSE: WY) (“Weyerhaeuser,” “we” or “our”) today announced the pricing terms for its previously announced cash tender offers (each, an “Offer” and collectively, the “Offers”) to purchase up to $1.2 billion aggregate purchase price, not including accrued and unpaid interest (the “Offer Cap”) of Weyerhaeuser’s validly tendered (and not validly withdrawn) notes set forth below (the “Notes”) using a “waterfall” methodology under which Weyerhaeuser will accept the Notes in order of their respective acceptance priority levels noted in the table below (the “Acceptance Priority Levels”). The Offers are being made pursuant to an Offer to Purchase, dated February 23, 2022, as amended by Weyerhaeuser’s press release dated March 9, 2022 (the “Offer to Purchase”), which sets forth a description of the terms of the Offers.

As of 10:00 a.m. New York City time, on March 9, 2022 (the “Price Determination Time”), Weyerhaeuser expects to accept for purchase pursuant to the Offers the full amount of the 8.500% Debentures due 2025 (which have an Acceptance Priority Level of 1), the 7.950% Debentures due 2025 (which have an Acceptance Priority Level of 2), the 7.850% Debentures due 2026 (which have an Acceptance Priority Level of 3) and the 7.125% Debentures due 2023 (which have an Acceptance Priority Level of 4) validly tendered and not validly withdrawn at or prior to the Early Tender Time (as defined below) and a portion of the 7.375% Debentures due 2032 (which have an Acceptance Priority Level of 5) validly tendered and not validly withdrawn at or prior to the Early Tender Time on a prorated basis as described in the Offer to Purchase, using a proration factor of approximately 71.8%, so that the aggregate purchase price does not exceed the Offer Cap. The 7.350% Debentures due 2026 (which have an Acceptance Priority Level of 6), the 6.950% Debentures due 2027 (which have an Acceptance Priority Level of 7), the 6.875% Debentures due 2033 (which have an Acceptance Priority Level of 8), the 4.000% Notes due 2030 (which have an Acceptance Priority Level of 9) and the 4.000% Notes due 2029 (which have an Acceptance Priority Level of 10) will not be accepted for purchase.

The “Total Consideration” to be paid for the Notes validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on March 8, 2022 (the “Early Tender Time”) and accepted for purchase pursuant to the Offers, includes an early tender premium of $50 per $1,000 principal amount of Notes so tendered and accepted for purchase (the “Early Tender Premium”), which will not constitute an additional or increased payment. In addition to the applicable Total Consideration, holders who validly tender and do not validly withdraw their Notes, and whose Notes are accepted for purchase in the Offers will also be paid any applicable accrued and unpaid interest up to, but excluding, March 10, 2022 (the “Early Settlement Date”). The Total Consideration has been determined in the manner described in the Offer to Purchase by reference to a fixed spread for each of the Notes over the applicable yield to maturity of the applicable U.S. Treasury Security (the “Reference Treasury Security”), determined at the Price Determination Time as specified in the table below and on the cover page of the Offer to Purchase in the column entitled “Reference U.S. Treasury Security.”

The table below includes only the Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time that Weyerhaeuser expects to accept for purchase pursuant to the Offers.

Acceptance<br><br><br>Priority Level^(1)^	Title of Security		Outstanding<br>Principal<br>Amount		Reference U.S. Treasury<br><br><br>Security^(2)^	Fixed<br>Spread<br>(Basis<br>Points)	TenderOfferYield	TotalConsideration^(3)^
1	8.500% Debentures due 2025	962166AT1	$	300,000,000	1.500% UST due 2/15/2025	+30	2.126%	$1,175.15
2	7.950% Debentures due 2025	962166AU8	$	136,033,000	1.500% UST due 2/15/2025	+45	2.276%	$1,164.37
3	7.850% Debentures due 2026	969133AK3	$	99,899,000	1.500% UST due 1/31/2027	+55	2.426%	$1,220.56
4	7.125% Debentures due 2023	962166AS3	$	191,089,000	0.875% UST due 1/31/2024	+5	1.701%	$1,071.91
5	7.375% Debentures due 2032	962166BR4	$	1,250,000,000	1.875% UST due 2/15/2032	+120	3.118%	$1,363.74
(1)	Weyerhaeuser is offering to accept the maximum principal amount of validly tendered (and not validly withdrawn)<br>Notes in the Offer for which the aggregate purchase price, not including accrued and unpaid interest, does not exceed $1.2 billion using a “waterfall” methodology under which Weyerhaeuser will accept the Notes in order of their<br>respective Acceptance Priority Levels noted in the table above.
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(2)	The applicable page on Bloomberg from which the Lead Dealer Managers (as defined below) for the Offers will<br>quote the bid side prices of the applicable Reference Treasury Security (as defined below) is FIT1. The Total Consideration for Notes validly tendered (and not validly withdrawn) prior to or at the Early Tender Time and accepted for purchase is<br>calculated using the applicable fixed spread as described in the Offer to Purchase. The Early Tender Premium of $50 per $1,000 principal amount is included in the Total Consideration for each series of Notes set forth above and does not constitute<br>an additional or increased payment. Holders of Notes will also receive accrued and unpaid interest on Notes accepted for purchase up to, but excluding, the Early Settlement Date.
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(3)	Per $1,000 principal amount of Notes. Includes the Early Tender Premium of $50 per $1,000 principal amount of<br>Notes.
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Weyerhaeuser has determined that the completion of its offering of its 3.375% Notes due 2033 and its 4.000% Notes due 2052, which also occurred on March 9, 2022, satisfies the Funding Condition (as defined in the Offer to Purchase) of the Offers. All conditions of the Offers were deemed satisfied by Weyerhaeuser, or timely waived by Weyerhaeuser. Accordingly, Weyerhaeuser expects to accept for purchase, and pay for, $1.2 billion aggregate purchase price of Notes validly tendered (and not validly withdrawn) on the Early Settlement Date.

Although the Offers are scheduled to expire at 11:59 p.m., New York City time, on March 22, 2022, unless extended or terminated, because the aggregate purchase price of Notes validly tendered (and not validly withdrawn) prior to or at the Early Tender Time exceeded the Offer Cap, there will be no Final Settlement Date (as defined in the Offer to Purchase), and no Notes tendered after the Early Tender Time will be accepted for purchase. Notes tendered and not purchased on March 10, 2022 (the “Early Settlement Date”) will be returned to holders promptly after the Early Settlement Date.

ABOUT WEYERHAEUSER

FORWARD-LOOKING STATEMENTS

•	the effect of general economic conditions, including employment rates, interest rate levels, inflation, housing<br>starts, general availability of financing for home mortgages and the relative strength of the U.S. dollar;
•	the effect of COVID-19 and other viral or disease outbreaks, including<br>but not limited to any related regulatory restrictions or requirements, and their potential effects on our business, results of operations, cash flows, financial condition and future prospects;
---	---
•	market demand for our products, including market demand for our timberland properties with higher and better<br>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<br>Chinese yuan, and the Canadian dollar, and the relative value of the euro to the yen;
---	---
•	restrictions on international trade and tariffs imposed on imports or exports;
---	---
•	the availability and cost of shipping and transportation;
---	---
•	economic activity in Asia, especially Japan and China;
---	---
•	performance of our manufacturing operations, including maintenance and capital requirements;<br>
---	---
•	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<br>reduction initiatives;
---	---
•	the successful and timely execution and integration of our strategic acquisitions, including our ability to<br>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<br>regulatory approvals or the occurrence of any event, change or other circumstances that could give rise to a termination of any acquisition or divestiture transaction under the terms of the governing transaction agreements;
---	---
•	raw material availability and prices;
---	---
•	the effect of weather;
---	---
•	changes in global or regional climate conditions and governmental response to such changes;<br>
---	---
•	the risk of loss from fires, floods, windstorms, hurricanes, pest infestation and other natural disasters;<br>
---	---
•	energy prices;
---	---
•	transportation and labor availability and costs;
---	---
•	federal tax policies;
---	---
•	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<br>share-based compensation;
---	---
•	the accuracy of our estimates of costs and expenses related to contingent liabilities and the accuracy of our<br>estimates of charges related to casualty losses;
---	---
•	changes in accounting principles; and
---	---
•	other factors described in the “Risk Factors” sections in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as well as those set forth from time to time in our other public statements, reports, registration statements, prospectuses, information statements and other<br>filings with the U.S. Securities and Exchange Commission.
---	---

For more information contact:

Analysts – Andy Taylor, 206-539-3907

Media – Nancy Thompson, 919-861-0342

SOURCE Weyerhaeuser Company