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Weyerhaeuser Company Announces Pricing for Partial Tender Offers

PRNewswire-FirstCall
FEDERAL WAY, Wash.
Nov 17, 2004

Weyerhaeuser Company (NYSE: WY) today announced the reference yield and Total Consideration for each series of Notes included in its previously announced tender offer for three different Notes as of 2 p.m., New York City time.

  (Logo:  http://www.newscom.com/cgi-bin/prnh/20040116/WYLOGO-a
          http://www.newscom.com/cgi-bin/prnh/20040116/WYLOGO-b )

For holders that have tendered and not withdrawn their Notes by the Early Tender Date, the Company has offered to pay the Total Consideration which is equal to the lower of the following two prices: i.) the maximum price for that series or ii.) the price calculated from a yield to maturity equal to the sum of the reference yield for that series plus the fixed spread for that series. Holders that tender after 5 p.m., New York City time, on the Early Tender Date but by midnight, New York City time, on the Expiration Date will receive the Tender Offer Consideration which is equal to the Total Consideration for that Note minus the Early Tender Premium for that Note. In addition to any consideration received, holders who tender will be paid any accrued and unpaid interest calculated up to and not including the Settlement Date. Both the Total Consideration and Tender Offer Consideration for each series of Notes are listed below.

As of Nov. 16, approximately $1.412 million principal amount of Notes have been tendered pursuant to the Maximum Tender Offers.

Because Weyerhaeuser's Maximum Tender Amount of $700 million was exceeded by tenders of the three series of Notes referenced below on or prior to the Early Tender Date, the Company will not purchase any 6.000% Notes due Aug. 1, 2006 and its tender offer for such Notes has been cancelled in accordance with the terms of the Company's Offer to Purchase.

Morgan Stanley and Deutsche Bank are the dealer managers for the Offer. D.F. King is the Information Agent and J.P. Morgan Chase is the Depositary. This news release is neither an offer to purchase nor a solicitation of an offer to sell securities. The offers are made only by the Offer to Purchase dated Oct. 22, 2004, and the information in this news release is qualified by reference to the Offer to Purchase. Persons with questions regarding the offers should contact Morgan Stanley at 800-624-1808 (toll-free) or 212-761-1941 (collect), Attn. Francesco Cipollone or Deutsche Bank at 866-627-0391 (toll-free) or 212-250-2955 (collect), Attn. Jenny Lie. Requests for documents should be directed to D.F. King at 800-714-3313 or 212-269-5550 (collect).

Weyerhaeuser Company, one of the world's largest integrated forest products companies, was incorporated in 1900. In 2003, sales were $19.9 billion. It has offices or operations in 19 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, development and related activities. Additional information about Weyerhaeuser's businesses, products and practices is available at http://www.weyerhaeuser.com/ .

The following list sets forth a summary of certain information relating to the tender offers:

   Maximum Tender Offers:

   Security: 6.125% Notes due March 15, 2007

   -- Cusip:  962166BM5 / 962166BD5
   -- Amount Outstanding: $1,000mm
   -- Tender Offer Amount: $400mm
   -- Reference Yield: 2.896%
   -- Fixed Spread: 42bps
   -- Total Consideration per $1,000: $1,062.01
   -- Early Tender Premium per $1,000: $7.50
   -- Tender Offer Consideration per $1,000: $1,054.51

   Security: 5.950% Notes due November 1, 2008

   -- Cusip:  962166BA1
   -- Amount Outstanding: $750mm
   -- Tender Offer Amount: $225mm
   -- Reference Yield: 3.265%
   -- Fixed Spread: 49bps
   -- Total Consideration per $1,000: $1,079.70
   -- Early Tender Premium per $1,000: $10.00
   -- Tender Offer Consideration per $1,000: $1,069.70

   Security: 5.250% due December 15, 2009

   -- Cusip:  962166BS2
   -- Amount Outstanding: $325mm
   -- Tender Offer Amount: $75mm
   -- Reference Yield: 3.478%
   -- Fixed Spread: 67bps
   -- Total Consideration per $1,000: $1,049.84
   -- Early Tender Premium per $1,000: $12.50
   -- Tender Offer Consideration per $1,000: $1,037.34

   For more information contact:
   Media -- Bruce Amundson  253-924-3047
   Analysts -- Kathryn McAuley  253-924-2058
Photo: http://www.newscom.com/cgi-bin/prnh/20040116/WYLOGO-a
http://www.newscom.com/cgi-bin/prnh/20040116/WYLOGO-b
AP Archive: http://photoarchive.ap.org/
PRN Photo Desk, photodesk@prnewswire.com

SOURCE: Weyerhaeuser Company

CONTACT: media, Bruce Amundson, +1-253-924-3047, or analysts, Kathryn
McAuley, +1-253-924-2058, both of Weyerhaeuser Company

Web site: http://www.weyerhaeuser.com/


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