Weyerhaeuser is offering to purchase for cash up to USD 500 million principal amount (the tender cap) of its outstanding 6.750% Notes due 15 March 2012 (the securities) from each registered holder of securities, pursuant to the terms and conditions set forth in an offer to purchase dated 10 November 2009, and the related letter of transmittal.

The offer will expire at midnight, Eastern Time, on 09 December, 2009, unless extended (such date and time, as the same may be extended. Holders of securities must validly tender and not validly withdraw their securities at or before 5 p.m., Eastern Time, on 24 November 2009, unless extended (such date and time, as the same may be extended, the early tender date) to be eligible to receive the Purchase Price (determined pursuant to the modified “Dutch Auction” procedure described below). The deadline for Holders to validly withdraw tenders of securities is 5 p.m., Eastern Time, on 24 November 2009, unless extended (such date and time, as the same may be extended, the withdrawal deadline). Holders of securities who validly tender their securities after the early tender date and at or before midnight, Eastern Time, on the expiration date will be eligible to receive the purchase price minus the early tender premium set out in the table above (the purchase price minus the early tender premium, the late purchase price).

Under the modified “Dutch Auction” procedure, Weyerhaeuser will accept securities validly tendered in the order of the lowest to the highest tender prices specified by tendering holders (in increments of USD 1.25), and will select the single lowest price per USD 1000 principal amount of securities to enable the company to purchase the amount of securities equal to the tender cap (or, if less than the tender cap are validly tendered, all securities so tendered) (the purchase price). The price at which securities were tendered (before the subtraction of the early tender premium, if applicable, as described below) will be used for the purpose of determining the purchase price and proration, as described below. Weyerhaeuser will pay the same purchase price (subject to adjustment, as described below) for all securities validly tendered at or below the clearing price and accepted for purchase in the offer. The purchase price paid for securities tendered after the early tender date will be reduced by the early tender premium set out above. If the aggregate amount of securities validly tendered at or below the clearing price and not validly withdrawn exceeds the tender cap, then, subject to the terms and conditions set forth in the offer to purchase and related letter of transmittal, Weyerhaeuser will accept for purchase, first, all securities validly tendered at prices (in increments of USD 1.25) below the clearing price and, thereafter, the securities validly tendered at the clearing price on a prorated basis according to the principal amount of such securities. The company will make appropriate adjustments downward to the nearest USD 1000 principal amount to avoid purchases of securities in principal amounts other than integral multiples of USD 1000.

In addition to any consideration received, holders who tender securities will be paid any accrued and unpaid interest calculated up to, but not including, the settlement date, which is expected to be 10 December 2009.

BofA Merrill Lynch and Citigroup Global Markets Inc. are the lead dealer managers for the offer. Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. are the co-dealer managers for the offer. Global Bondholder Services Corporation is the depositary and information agent. Persons with questions regarding the offer should contact BofA Merrill Lynch toll free at (888) 292-0070 or collect at (646) 855-3401, Attn. Debt Advisory Services, or Citigroup Global Markets Inc. toll free at (800) 558‑3745 or collect at (212) 723‑6106, Attn. Liability Management Desk. Requests for documents should be directed to Global Bondholder Services Corporation toll free at (866) 804‑2200 or collect at (212) 430‑3774.

Weyerhaeuser Company, one of the world's largest forest products companies, was incorporated in 1900. In 2008, sales were USD 8 billion. It has offices or operations in 10 countries, with customers worldwide. Weyerhaeuser is principally engaged in the growing and harvesting of timber; the manufacture, distribution, and sale of forest products; and real estate construction and development. Additional information about Weyerhaeuser's businesses, products, and practices is available at http://www.weyerhaeuser.com.