WEYERHAEUSER COMPANY (NYSE:WY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

Entry into a Material Definitive Agreement

On January 23, 2019, Weyerhaeuser Company (“Weyerhaeuser”) entered into a Commitment Agreement (“Agreement”) among Weyerhaeuser, Athene Annuity and Life Company (“Athene”) and State Street Global Advisors Trust Company, as independent fiduciary to Weyerhaeuser’s U.S. Pension Plan (the “Pension Plan”). Under the terms of the Agreement, the Pension Plan will purchase a group annuity contract that will transfer to Athene Weyerhaeuser’s Pension Plan benefit obligations for approximately 28,500 Weyerhaeuser retirees and beneficiaries in the United States (“Transferred Participants”).

As part of the purchase of the group annuity contract, Pension Plan benefit obligations and related annuity administration services for Transferred Participants will be irrevocably assumed and guaranteed by Athene and there will be no change to pension benefits for Transferred Participants. By irrevocably transferring these obligations to Athene, Weyerhaeuser will reduce its overall projected Pension Plan benefit obligation by approximately $1.5 billion. The purchase of a group annuity contract will be funded directly by Pension Plan assets.

The Agreement contains closing conditions customary for a transaction of this nature, including certain termination clauses. Assuming all closing conditions are satisfied, Weyerhaeuser expects the purchase of the irrevocable group annuity contract will close in the first quarter of 2019. Weyerhaeuser expects to recognize a non-cash pre-tax pension settlement charge of approximately $450 million in the first quarter of 2019 as a result of the purchase of the group annuity contract.

A copy of the Agreement will be filed as an exhibit to Weyerhaeuser’s Annual Report on Form10-Kfor the fiscal year ended December 31, 2018.

Certain statements in this Current Report on Form8-Kare or may be considered forward-looking statements, such as statements relating to the financial impact and future benefits of the transactions contemplated by the Agreement. These statements reflect Weyerhaeuser management’s current views with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements. There is no guarantee that any of the events anticipated by Weyerhaeuser’s forward-looking statements will occur. Factors that could cause actual results to differ materially from those expressed or implied in this Current Report include, but are not limited to: (i) the successful closing of the transactions contemplated by the Agreement within the estimated timeframe; (ii)the amount and timing of the expected settlement charge; and (iii)other factors that can be found in Weyerhaeuser’s press releases and filings with the Securities and Exchange Commission. Weyerhaeuser undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

About WEYERHAEUSER COMPANY (NYSE:WY)

Weyerhaeuser Company is a real estate investment trust (REIT). The Company is an owner of timberlands. It is principally engaged in growing and harvesting timber, as well as manufacturing, distributing and selling products made from trees. Its segments include Timberlands, Wood Products and Cellulose Fibers. It owns approximately seven million acres of timberlands, primarily in the United States, and manages additional timberlands under long-term licenses in Canada. It is engaged in the manufacturing of wood and specialty cellulose fibers products. Its Timberlands products include logs, timberland, timber, minerals, oil and gas, and other products, which includes seed and seedlings, recreational leases, as well as plywood and hardwood lumber. Its wood products include structural lumber, engineered wood products, structural panels and complimentary building products. Its Cellulose Fibers products are pulp and liquid packaging board.