exv10w14



 






 EXHIBIT 10.14




Our Vision



The best forest products company in the world and a global leader among all industries.




Our Values



Customers and Suppliers





We listen to our customers and suppliers to improve our products and services to meet their
present and future needs.


People





We are an employer of choice with high-performing people working together in a safe and
healthy workplace where diversity, development and teamwork are valued and recognized.


Accountability





We expect superior performance and are accountable for our actions and results. Our leaders
set clear goals and expectations, are supportive, and provide and seek frequent feedback.


Citizenship





We support the communities where we do business, hold ourselves to the highest standards of
ethical conduct and environmental responsibility, and communicate openly with Weyerhaeuser
people and the public.


Financial Responsibility





We are prudent and effective in the use of the resources entrusted to us to create shareholder
value.



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CONTENTS



Ethics and Business Conduct



Overview

Company Policies

Resolving Business Ethics Concerns

Confidentiality

Retaliation Prohibited

Training

Business Ethics Core Policy



Our Employees



Employment Expectations

Employment Issue Resolution Process

Protection of Employee Information

Safety and Health



Our Company and Shareholders



Company Assets

Conflict of Interest

Corporate Opportunities

Intellectual Property

Inside Information and Insider Trading

Full and Fair Disclosure



The Marketplace



Antitrust and Competition Laws

International Business Conduct

Suppliers, Contractors, Customers

Protection of Third-Party Information

Gifts

Entertainment



Our Communities and the Public



Environmental Responsibility

Government Affairs & Reports



Waivers




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Ethics and Business Conduct



Weyerhaeuser is committed to ethical business conduct. This means acting with integrity and
conducting our business and ourselves in a way that protects our reputation for fairness and
honesty. Weyerhaeuser employees are expected to demonstrate ethical leadership by raising questions
and concerns about the right thing to do.



Ethics and Business Conduct is a place where employees can bring their ethics questions and
concerns.




Overview



Ethics and Business Conduct is a companywide resource that manages the company’s ethics and
business conduct program and provides services to employees, customers, contractors, suppliers and
the public.



Ethics and Business Conduct:





	§	 	Administers the companywide code of ethics.






	§	 	Manages a system to respond to allegations of violations of the company’s code of ethics.






	§	 	Provides regular education on ethics and business conduct standards.






	§	 	Audits the effectiveness of compliance with the code of ethics using the annual certificate of compliance.





Company Policies



The code of ethics, company core policies and business-specific policies support the company’s
vision and values and provide guidance for making ethical business decisions. The code of ethics,
along with Weyerhaeuser’s core policies, sets expectations for conducting company business and is
the foundation for ethical business conduct. In addition, many company businesses, regions,
departments, joint ventures and subsidiaries also have policies specific to their operations and
activities.




Resolving Business Ethics Concerns



At times, we face situations at work where the right decision may not be clear. If that
happens, you can follow these “guideposts”:



Code of Ethics





	 	§	 	Is it legal?
	 
	 	§	 	Is it consistent with the code of ethics?
	 
	 	§	 	Is it consistent with company policies?




Our Values





	 	§	 	Is this action consistent with our vision and values?
	 
	 	§	 	Does it exemplify the Weyerhaeuser Way?




People





	 	§	 	Am I involving the right people?
	 
	 	§	 	How will my actions impact our stakeholders?




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Responsibility





	 	§	 	Does the action protect Weyerhaeuser’s reputation?
	 
	 	§	 	Does it prevent future issues from occurring?





The Issue Resolution Process



If you are faced with a situation that may not comply with our business ethics standards or
may be unethical, inappropriate or illegal:





	•	 	First, consider the steps you can take to try to remedy the situation. If possible, discuss the concern
directly with the person involved.






	•	 	Try to resolve the concern through your supervisor, other standard management channels or your human resource
manager.






	•	 	If you are an employee whose concern is covered by a labor agreement, you must follow the grievance process.






	•	 	If your issues or concerns are not being adequately addressed or resolved, contact any of the following:






	 	§	 	Ethics and Business Conduct at (800) 716-3488 or (253) 924-4955
(Your name and phone number do not display on these phones.)
	 
	 	§	 	The Law Department, any executive or senior vice president, or the president and CEO





What to Expect When You Call Ethics and Business Conduct



Ethics and Business Conduct’s professional staff is experienced in applying the company’s
expectations on ethical conduct to situations that arise at Weyerhaeuser. They are available to
assist in ethical decision making and serve as a confidential resource to address compliance issues
and allegations of unethical or illegal conduct.



During normal business hours, Ethics and Business Conduct staff is available directly by phone or
e-mail. A toll-free EthicsLine, (800) 716-3488, is available 24 hours a day, seven days a week for
reporting issues. After normal business hours, the EthicsLine is answered by a third-party
provider. Ethics and Business Conduct responds to all questions and allegations that come through
this service.



You may report an issue anonymously. If you choose to remain anonymous, it is important that you
clearly describe the situation and provide enough details so that your concern can be adequately
addressed.




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Confidentiality



Ethics and Business Conduct makes every attempt to protect the confidentiality of information
provided to it — unless maintaining confidentiality would create a significant health or safety
risk.




Retaliation Prohibited



The company is dedicated to protecting employees from retaliation when they raise business
conduct issues or report an alleged violation of company policy or the law.



Retaliation against employees for reporting a business conduct issue or a violation of company
policy or law may result in disciplinary action, up to and including termination, for the
individual who retaliates.



Retaliation against employees who report alleged violations of law may also result in criminal
charges, fines and imprisonment and expose the company to substantial fines.




Training and Education



All employees participate in regular training to learn about the company’s business ethics
standards and expectations. Our managers communicate Weyerhaeuser’s high expectations regarding
ethical business conduct to all new employees and reinforce these expectations whenever an employee
transfers within the company.




Business Ethics Core Policy




	 	 	 
	 

	 	It is Weyerhaeuser’s core policy to maintain the highest standards of ethical
business conduct.
	Core Policy
	 	 
	 

	 	Anyone who does business in the name of the company is expected to read the
standards for ethical business conduct in the company’s code of ethics, Our
Reputation: A Shared Responsibility.
	 
	 	 
	 

	 	It is our shared responsibility to conduct ourselves ethically in our
business relationships with all of our stakeholders — our employees,
communities, customers, suppliers, contractors and shareholders.
	 
	 	 
	 

	 	Employees are personally responsible for behaving in a highly ethical manner
as they conduct business. In addition, employees are required to participate
in company educational programs to learn about business ethics expectations.
	 
	 	 
	 

	 	Employees must not knowingly help another person conduct business unethically.
	 
	 	 
	 

	 	Employees shall honestly answer all questions in the business conduct
certificates of compliance and cooperate in the company’s investigation of
illegal or unethical activity when called upon.






	 	 	 
	Alignment With Our Values

	 	This core policy aligns with all the
company’s values: Customers and
Suppliers, People, Accountability,
Citizenship and Financial
Responsibility.






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	Expectations

	 	Weyerhaeuser will be recognized by all, both inside and
outside the company, as an organization whose management and
leaders will not tolerate unethical business conduct at any
level.






	 	 	 	 	 	 	 
	Employee

Responsibilities	 	Employees will follow appropriate ethical behaviors and will seek
guidance in resolving ethics issues by:
	 	 	§	 	Following the company’s issue resolution processes, or
	 	 	§	 	Contacting any of the following:
	 

	 	 	 	-
	 	Their supervisor
	 

	 	 	 	-
	 	Their human resource manager
	 

	 	 	 	-
	 	Ethics and Business Conduct
	 

	 	 	 	-
	 	The Law Department (if a violation of law is involved)
	 

	 	 	 	-
	 	Any executive vice president or senior vice president
	 

	 	 	 	-
	 	The president of the company






Business Ethics Core Policy, Continued




	 	 	 	 	 
	 	 	Leaders’ responsibilities include:
	Additional
Responsibilities of Leaders

	 	§	 	Monitoring and ensuring compliance with this core policy by employees and others
who do business on behalf of the company.
	 

	 	§	 	Ensuring that every new or transferred employee receives the code of ethics and the
toll-free telephone number for Ethics and Business Conduct: (800) 716-3488.
	 

	 	§	 	Providing appropriate training for employees on business ethics issues.
	 

	 	§	 	Taking a leadership role in modeling exemplary behavior in ethical business conduct
and being open and available to discuss ethics concerns.
	 

	 	§	 	Dealing effectively with business ethics concerns that arise in their business units.
	 

	 	§	 	Supporting protection from retaliation for any employee who reports, supplies information about, or assists in an investigation into a business ethics concern.






	 	 	 
	Consequences

	 	Failure to comply with this core policy could result in
disciplinary action, up to termination of employment.





For additional resources for your business, see the For More Information insert inside the back
cover.




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Our Employees



Weyerhaeuser’s commitment to ethical business conduct has its roots in the day-to-day
relationships we have with each other.



Our continued success relies on our ability to work together to meet the needs of customers. To
make this happen, we all take personal responsibility for meeting our commitments and achieving
shared goals.




Employment Expectations




Overall Philosophy



We treat all employees with dignity and respect.




Compensation



Weyerhaeuser provides pay and benefits competitive within the industry and recognizes
performance as appropriate.




Diversity



A diversity of people and ideas in the workplace is essential to our business success. All
employees are expected to respect and value the contributions that people of different
characteristics, experiences and backgrounds offer.



Weyerhaeuser employees are expected to work with suppliers, customers and other employees without
bias or discrimination. This includes, but is not limited to, bias or discrimination based on age,
race, color, religion, gender, marital status, national origin, sexual orientation, veteran status
and disability.




	 	 	 	 	 
	 	 	Employment Practices
	 
	 	 	 	 
	 	 	Employment decisions are based on the following criteria:
	 

	 	§	 	Qualifications of candidates with respect to job requirements
	 

	 	§	 	Development needs of individuals and the company’s succession requirements
	 

	 	§	 	Equal opportunity and achieving work force diversity
	 

	 	§	 	Legal and contractual requirements, including union contracts






Employing Relatives



When relatives of current employees are being considered for employment, the above criteria
apply. Relatives should, if possible, be employed in separate organizations or units. If relatives
work in the same unit, employment decisions concerning one relative (such as pay or promotion)
cannot be influenced by another. Relatives should not have any reporting relationship with each
other unless the appropriate business vice president or senior management team member has approved
an exception. The same general considerations apply to employees who have close personal
relationships with each other. The underlying principle is avoiding the potential for, or
perception of, favoritism.




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Harassment



We do not tolerate harassment in any form, including, but not limited to, sexual harassment,
verbal abuse, intimidating behavior, threats or assault. If you experience harassment, report it to
your team leader, supervisor, unit manager, human resource representative, senior manager,
Weyerhaeuser’s Diversity/Equal Employment Opportunity (EEO) office, or Ethics and Business Conduct.



For additional resources for your business, see the For More Information insert inside the back
cover.




Employment Issue Resolution Process



Weyerhaeuser has specific procedures to help employees if or when an employment-related
problem arises.



The resolution process should begin with the team leader, human resource representative or other
appropriate person within your organization. If you are covered by a local collective bargaining
agreement or labor contract, matters covered by the agreement should be discussed with appropriate
union representatives.



Employees not represented by a collective bargaining agreement may use the Employment Issue
Resolution Process (EIRP). Your human resource representative can assist you with this process.



For additional resources for your business, see the For More Information insert inside the back
cover.




Protection of Employee Information



During the hiring process and course of employment, we collect, use and disclose personal
information about our employees to manage and administer the employment relationship; to recruit,
retain and develop employees; to manage and develop Weyerhaeuser business and operations; and to
comply with legal and regulatory requirements.



In order to protect employees’ personal information and an employee’s right to privacy, we will:





	§	 	Take measures to safeguard employees’ personal information.






	§	 	Protect the confidentiality of employees’ personal information when dealing with third parties.






	§	 	Strive to keep employees’ information accurate and up to date.






	§	 	Restrict access to such information to the employee and those with a legitimate business or
legal need.




For additional resources for your business, see the For More Information insert inside the back
cover.




Safety and Health



Providing safe and healthy places of employment is a core company value. We believe all safety
incidents are preventable. All of us can and should finish each day safely and in good health. It
is everyone’s responsibility to comply with the company’s expectations relating to workplace safety
and health.



Injured employees should be treated with dignity and respect and provided with the highest standard
of care when addressing workplace injury and illness.



Any unsafe act, at-risk behavior, near miss or undesirable exposure that threatens the safety or
health of any person should be brought to the attention of a team leader as soon as possible.
Retaliation against employees for reporting a safety concern is a violation of company policy and
will not be tolerated.




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If There Is an Injury



All injuries must be promptly and accurately reported. Prompt and accurate reports help us take
action to prevent recurrences. Failure to report injuries can increase the risk of recurrence,
could delay appropriate medical treatment, and could subject the company to substantial penalties.



If you believe you are not being treated appropriately following an injury, you should contact your
local manager or human resource representative. If you believe your concern is not adequately
addressed, you can contact Environment, Health and Safety; Disability Management; or Ethics and
Business Conduct.




Fitness for Work



It is unacceptable for employees to work when their ability to function safely is diminished
for any reason. While at work or on company business, you must not have any illegal drugs or legal
drugs that could cause impairment, including alcohol.



The possession, sale, purchase, delivery, use or transfer of illegal substances on company premises
or at company functions is prohibited.




Workplace Violence



We are committed to maintaining a safe work environment for all employees. Threats,
intimidation, harassment, assault or any act of aggression is prohibited and will be dealt with
immediately.



For additional resources for your business, see the For More Information insert inside the back
cover.




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Our Company and Shareholders



Weyerhaeuser employees protect company assets and information and use them to create and
sustain shareholder value. We avoid having interests that conflict with our responsibilities as
employees and disclose and resolve any conflicts if they happen.




Company Assets



We are all responsible for the appropriate use and protection of company assets — such as
electronic media, funds, property, information and records.




Electronic Media



The company’s electronic media are to be used for business purposes. This includes computers,
intranet, Internet, e-mail, telephones and other handheld devices.



Your supervising manager may approve limited personal use of these resources. This use must not
increase costs, harm productivity, reduce network performance, damage the company’s reputation, or
interfere with work duties.



Weyerhaeuser expects employees to use good judgment when deciding how to use company computers and
other assets. The following are some examples of misuse of company electronic media and are
unacceptable:





	 	§	 	Visiting inappropriate Internet sites that may be disruptive or offensive to others —
including sites that display or promote sexually explicit materials or materials that are
discriminatory, hateful or threatening — or storing, sending or forwarding such materials
to others
	 
	 	§	 	Downloading proprietary information onto personal devices or computers or sending
proprietary information through e-mail without approval




Company resources may not be used for financial benefit, to conduct business for anyone other than
Weyerhaeuser, to violate copyright or software licensing rules, or to bypass company security
measures. Data or information created or stored using the company’s electronic media is not private
and may be monitored and audited by Weyerhaeuser at any time without notice.




Use of Company Name



Weyerhaeuser’s name and logo also should not be used to endorse another company or product without
approval. Company stationery; the Weyerhaeuser name; work titles or resources such as copiers,
phones or fax machines may not be used to express personal opinions to government
officials or to promote candidates.




Company Funds



The prudent and effective use of all company funds is our responsibility. This includes funds used
for business travel and entertainment, credit cards for purchasing, and any other cash equivalents.
You must not transfer, on behalf of or in connection with the company, any funds through market
channels prohibited by U.S. or local laws.




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Use of Company Property



Employees may use company property or services only if the property and services have been properly
approved for general or public use. The use of company-owned land, materials and equipment under
any other circumstances must be approved in advance. Any such use should not reduce the value of
the property, be for personal profit, or have any other negative effect.




Removal or Disposal of Company Property



Company property, equipment and material, including records, should not be removed from the
premises except for business purposes. Only with appropriate written authorization may company
property be sold, loaned, given away or otherwise disposed of, regardless of condition or value.



If you are transferred, terminated or granted leave, you may remove materials or information
designated as company property only if you have received appropriate written authorization.




Keeping Company Records



All company records must be kept in such a way that an accurate, auditable record is maintained.
This includes financial transactions, safety statistics, workers’ compensation claims and
environmental regulatory documents. Financial records must also be maintained in accordance with
generally accepted accounting principles. No one should make or omit an entry on the company’s
books or records if the result would misrepresent the true nature of any transaction.




Records Management



Employees should be aware of and comply with Weyerhaeuser’s companywide Records Management Program
to ensure appropriate retention, protection, maintenance and disposition of all records, regardless
of their format or media.



No one should destroy any records with the intent to impede or obstruct any governmental
investigation.



For additional resources for your business, see the For More Information insert inside the back
cover.




Conflict of Interest



A conflict of interest is a situation in which our personal interests or responsibilities do
not align, and may even conflict, with our obligations as employees. For example, potential
personal financial benefits may prevent us from using good judgment in performing our jobs. The
actions of our family or friends can also place us in a conflict of interest.



All Weyerhaeuser employees, officers and directors are expected to avoid conflicts of interest and
the appearance of such conflicts. All business decisions must be considered on their merits.
Standards for some of the more common conflicts are listed below.




Outside Financial Interests



As a general rule, you and members of your immediate family may not have any financial interest or
ownership in a Weyerhaeuser supplier, contractor, customer or competitor with whom you deal in your
job. Before entering into any such arrangement, fully disclose the details of the arrangement to
the responsible unit manager and general counsel and obtain their written clearance.




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A financial interest does not include ownership of securities in a publicly traded company if the
fair market value of such ownership is less than your personal Weyerhaeuser annual income at
year-end or 5 percent of your personal gross assets at year-end, whichever is greater.




Family and Friends



It is possible for the actions of family or friends to create a conflict of interest for us as
employees.




	 	 	 
	 

	 	For Example...
	 
	 	 
	 

	 	A gift or benefit offered to a family member by a supplier or potential supplier is
considered a business gift. See the Gifts or Entertainment standards in this code of
ethics for more information.





You may not engage in any business transaction on behalf of the company with a relative — or with a
firm where such a relative is a principal, officer or representative — without prior full
disclosure to, and written clearance from, both your responsible team leader and unit manager or
appropriate vice president.




Preferential Treatment



A conflict of interest can occur when you seek or accept preferential treatment from a supplier,
contractor or customer based on your position or job with the company. You also may not give
preferential treatment to others based solely on personal or familial relationships.




Using Company Suppliers



Employees who use company suppliers or contractors for personal business are required to pay market
value for services rendered and materials provided. In addition, you must disclose in writing to
your unit manager your intention to enter into this type of relationship.




Outside Jobs and Activities



As Weyerhaeuser employees, we are expected to give our full-time best efforts to the company. You
should not engage in outside business activities that divert time or attention away from
Weyerhaeuser duties and responsibilities, compete with the company, or would otherwise be
detrimental to the company.



Should you or your team leader feel it is necessary, your team leader should provide written
clearance that an outside job or activity is acceptable within the bounds of expected job
performance and that no apparent conflict of interest exists.



It remains each employee’s responsibility to ensure a second job or outside business does not
conflict with Weyerhaeuser’s interests. You may work for a Weyerhaeuser supplier, contractor,
customer or competitor only with prior full disclosure to and written approval from your unit
manager.




	 	 	 	 	 
	 	 	Guidelines
	 
	 	 	 	 
	 	 	If you have or are considering outside employment in addition to your Weyerhaeuser
position, follow the guidelines below:
	 
	 	 	 	 
	 

	 	§	 	Work for your personal business may not be done on Weyerhaeuser time.






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	 	§	 	Customers and colleagues from the outside business should not contact you at
Weyerhaeuser.
	 
	 	 	 	 
	 

	 	§	 	You may not use Weyerhaeuser equipment, or the time of any Weyerhaeuser
personnel who are on company time, for your outside business.
	 
	 	 	 	 
	 

	 	§	 	You may not use Weyerhaeuser’s information for your outside business.
	 
	 	 	 	 
	 

	 	§	 	You may not use company time or resources to sell or promote products or
services from your outside business. This includes using company mail, bulletin
boards, telephones, faxes, handheld devices, e-mail, the intranet or the
Internet.





For additional resources for your business, see the For More Information insert inside the back
cover.




Corporate Opportunities



Weyerhaeuser may be interested in business or investment opportunities that are made known to
you because of your employment with the company. You are expected to disclose information about
such opportunities to the company before acting on them.




	 	 	 	 	 
	 	 	Guidelines
	 
	 	 	 	 
	 	 	If you are unclear about whether to disclose a business or investment opportunity,
ask these questions:
	 
	 	 	 	 
	 

	 	§	 	Does this business or investment opportunity have anything to do with my job
responsibilities?
	 
	 	 	 	 
	 

	 	§	 	Is the size or nature of this business or investment opportunity something
that Weyerhaeuser could be interested in it?
	 
	 	 	 	 
	 	 	If the answer to either of these questions is “yes,” you must disclose the business
or investment opportunity to your manager before taking action.





Some operating units of the company have specific policies that prohibit certain investments or
activities. It is your responsibility to know and follow your unit’s policies.



For additional resources for your business, see the For More Information insert inside the back
cover.




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Intellectual Property



In our work, we may learn about or create intellectual property — valuable information that
is, or may become, proprietary — and that helps our company maintain a competitive advantage.




	 	 	 	 	 
	 	 	For Example...
	 
	 	 	 	 
	 	 	Intellectual property is business information such as:
	 

	 	§	 	Plans
	 

	 	§	 	Costs
	 

	 	§	 	Price studies
	 

	 	§	 	Market studies
	 

	 	§	 	Customer and personnel data
	 
	 	 	 	 
	 	 	Technical information is also considered intellectual property. This includes:
	 

	 	§	 	Inventions
	 

	 	§	 	Formulas
	 

	 	§	 	Designs
	 

	 	§	 	Operating parameters
	 

	 	§	 	Scientific data
	 
	 	 	 	 
	 	 	Some of this information is legally protected by patents, copyrights or trademarks.
Other intellectual property is protected as trade secrets under common law or
through contractual obligations.






Use and Disclosure of Intellectual Property



All company intellectual property will be treated as valuable assets. We do not disclose or use
intellectual property except for its intended purpose, whether during or after our employment with
Weyerhaeuser, unless we obtain proper written authorization.




Entry Interview



Team leaders will conduct entry interviews with new employees and contractors to provide direction
for identifying and managing the intellectual property in their work areas. New employees are
required, as a condition of employment, to sign the employee agreement, which provides the
contractual protection for our intellectual property. In addition, new employees and contractors
who have worked for competitors are reminded that they are not to disclose or use intellectual
property belonging to others.




Exit Interview



Team leaders will conduct exit interviews when employees and contractors transfer or leave the
company or project. Intellectual property that was made known to the employee or contractor should
be identified, and any documents or other items of intellectual property, whether physical or
electronic, should be collected.




Facilities



Access to our facilities is necessary for the day-to-day operation of our businesses. Employees
will ensure that intellectual property in use in our facilities will be appropriately safeguarded
from vendors, suppliers, customers and competitors.




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Competitive Intelligence



Gathering information on our competitors and our marketplace is an important activity that allows
Weyerhaeuser to make better decisions and enhances our competitiveness. We use only ethical and
legal means to gather such information.




Use of Others’ Confidential Information



Employees with access to the confidential or proprietary information of another company must not
disclose it or permit it to be used by Weyerhaeuser unless the owner grants permission in writing.



For additional resources for your business, see the For More Information insert inside the back
cover.




Inside Information and Insider Trading Laws



Inside information is any nonpublic information relating to Weyerhaeuser or another company
that could be used improperly for personal advantage. For example, if you have knowledge of the
company’s earnings or a planned acquisition or divestiture before that information has been
publicly disclosed, you have inside information.




Our Responsibilities



The possession of material inside, or nonpublic, information can raise personal and corporate
concerns. If you possess inside information, the following rules apply:




Disclosing Inside Information



You must not disclose material nonpublic information to anyone either inside or outside the company
unless properly authorized to do so in advance.




Using Inside Information



You must not use inside information in any business transaction in a way that disadvantages the
company or gives you an unfair personal advantage over others who do not have the information.




Trading in Securities



You must not trade in Weyerhaeuser securities when you possess material nonpublic information until
the end of the second trading day following the date the company publicly discloses the
information. A trading day is a day when the New York Stock Exchange is open for business.



You must not trade in the securities of another corporation if the value of that company’s stock is
likely to be affected by an action you know Weyerhaeuser intends to take and the action has not yet
been publicly disclosed.




Special Instructions



The general counsel and corporate secretary may instruct select officers and employees of the
company not to trade in Weyerhaeuser securities for a specified period of time each quarter prior
to the company’s quarterly earnings announcement. In addition, from time to time, in connection
with certain company transactions, the general counsel and corporate secretary may instruct select
officers and employees of the company not to trade in Weyerhaeuser securities and/or securities of
other companies. If you have received such an instruction, you may trade in Weyerhaeuser securities
or securities of such other companies only if




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you have been informed by the general counsel and corporate secretary that such instruction is no
longer in effect.




Directors and Company Officers



Directors and executive officers of the company may trade in Weyerhaeuser securities only with
prior approval from the corporate secretary or general counsel. This restriction applies to
officers of the company who are required by law to report their trading activities in Weyerhaeuser
securities to the Securities and Exchange Commission. Directors and officers of the company may not
trade in puts and calls in company stock or engage in short sales of company stock.



For additional resources, see the For More Information insert inside the back cover.




Full and Fair Disclosure



Weyerhaeuser is committed to complying with the securities laws and to communicating with its
shareholders and investors in a candid and forthright manner and to providing disclosures that are
full, fair, accurate, timely and understandable.




Our Responsibilities



We comply with the securities laws and company policies and procedures relating to accounting,
record keeping, document retention and auditing, and communications and disclosure.



Additionally, the chief executive officer, chief financial officer and chief accounting officer are
responsible for ensuring that all documents the company files with the U.S. Securities and Exchange
Commission and all public communications by the company contain full, fair, accurate, timely and
understandable disclosures about the company.




Resolution Process



If you become aware of a situation or practice that you know or suspect involves questionable
accounting, record keeping, auditing or disclosure and you are unable to address it personally, you
should promptly contact your supervisor, Internal Audit, the Law Department, or Ethics and Business
Conduct.



You may also submit your concerns regarding accounting and audit matters and internal controls
directly to the chairman of the board of directors’ Audit Committee by contacting the office of the
company’s corporate secretary at (253) 924-5272.



For additional resources, see the For More Information insert inside the back cover.




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The Marketplace



Free and open competition is critical to our success. We support competition in the global
marketplace and do not engage in practices or activities that violate applicable laws or compromise
our business ethics standards.



We treat all customers and suppliers with fairness and respect and engage in only ethical and
lawful business practices.




Antitrust and Competition Laws



The antitrust laws of the United States and the competition laws of other countries are
designed to preserve and protect competition in goods and services.



Some violations of antitrust and competition laws can result in felony criminal charges, exposing
the company to substantial fines and individuals to fines and imprisonment. Violations can also
lead to lawsuits, exposing the company to large damages and orders restricting our operations.
Individual employees who violate these laws are also subject to company discipline, including
dismissal.




Our Responsibilities



Every employee must comply with antitrust and competition laws. These laws can be complex and can
differ from country to country. Here are some important steps that will significantly reduce the
possibility of antitrust violations:





	1.	 	Do not communicate with competitors about sensitive competitive topics, including:






	 	§	 	Prices
	 
	 	§	 	Terms of sale
	 
	 	§	 	Pricing plans
	 
	 	§	 	Marketing strategies or plans
	 
	 	§	 	Expansion plans
	 
	 	§	 	Facility closures
	 
	 	§	 	Contraction or downtime plans
	 
	 	§	 	Specific costs






	2.	 	Be careful how you communicate in memos, studies, reports, e-mail and voice mail, since
poorly worded documents or messages can give the impression that improper activity took place
when in fact it did not.





Potential Antitrust Involvement



If you are involved in or observe an activity that could raise an antitrust or competition law
issue, immediately contact the Law Department or Ethics and Business Conduct for advice.




For More Information



The Law Department has prepared antitrust and competition compliance program materials and online
training. Employees should obtain and be familiar with the contents of these materials.



For additional resources, see the For More Information insert inside the back cover.




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International Business Conduct



We do business with all of our customers and suppliers and with government agencies in a
straightforward and transparent manner. Employees in our international operations will comply with
the laws of the host country and, except in the case of conflict with local laws, with applicable
U.S. laws and regulations.



Weyerhaeuser complies with the U.S. Foreign Corrupt Practices Act and similar laws in other
countries where we operate. It is unlawful to bribe or give anything of value to a foreign official
in order to obtain, keep or direct business or to secure any improper advantage. The FCPA applies
to individuals as well as corporations and provides for penalties of imprisonment and substantial
fines.



Compliance with these laws requires strict observance of the following standards:




Use of Company Funds



We do not use funds for any purpose that would be in violation of the laws or regulations of any
applicable country.




Payments to Government Officials



We do not exchange anything of value, directly or indirectly, with foreign government officials.




Political Contributions



Advance approval from the Law Department is required before making any foreign political
contributions. Political candidates may be considered as “foreign officials” under the FCPA.




Company Records



All books, records and accounts must comply with Weyerhaeuser accounting policies and accurately
and fairly reflect transactions and disposition of company assets.




Agents and Consultants



We do not make payments prohibited by these standards through any other party retained, directly or
indirectly, by Weyerhaeuser.




Investments



Where another company or person is the controlling owner or operator of an entity, we make an
investment only when there is a written commitment to these standards from that company or person.



The only exceptions to these standards are, as permitted by law, for expediting payments and
promotional activities. In both instances, approval from the Law Department must be obtained in
advance.



For additional resources for your business, see the For More Information insert inside the back
cover.




Suppliers, Contractors and Customers



Supplier, contractor and customer relationships can involve issues of law and business ethics.



The following summary supplements, but does not replace, specific guidelines affecting purchasing
or sales policies such as those developed in general for the company or in particular by individual
business units or departments.




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Our Expectations



We treat our suppliers, contractors and customers fairly and honestly at all times. We expect our
suppliers, contractors and customers to adhere to the same standards of fair and ethical business
conduct to which we hold ourselves.




Criteria for Company Sales or Purchases



We base our sales and purchases on product quality and service level, including consistency and
dependability.



The products we produce, market and distribute will meet our customers’ needs and conform to the
standards for these products as established by independent industry associations, grading bureaus,
government regulations, customary trade practices, and any prearranged customer specifications.




Payments, Gifts and Entertainment



We will not exchange payments with purchasing agents or other employees of any supplier, contractor
or customer to obtain or retain business or to realize higher or lower prices, including rebates
and discounts, for Weyerhaeuser.



Whenever the exchange of gifts or entertainment accompanies business activity with suppliers,
contractors and customers, we comply with the gifts and entertainment standards in this code of
ethics.




Confidential Information



We respect the confidentiality of proprietary information given to us by suppliers, contractors,
customers, associations and other outside bodies. Because certain restrictions relating to such
information may place an unfair burden on Weyerhaeuser’s future business, an agreement stating the
terms of the disclosure of any confidential information must be signed by both parties. Such
agreements must be approved by the Weyerhaeuser employee who is accountable for the information and
by the Law Department.




Purchase or Sales Independence



We will not suggest or imply to suppliers, contractors or customers that purchases or sales by
Weyerhaeuser are dependent upon buying from or selling to Weyerhaeuser.




Remarks About Others



We will not make false or misleading remarks to suppliers, contractors or customers about other
suppliers, contractors, customers or company competitors or their products or services.



For additional resources for your business, see the For More Information insert inside the back
cover.




Protection of Third-Party Information



In the course of doing business, we may collect, use or disclose information about customers,
suppliers, contractors or other third parties. This information must be protected and used only for
legitimate Weyerhaeuser business purposes. If you have access to the confidential information of
another party, you must not allow its unauthorized disclosure or use.



For additional resources for your business, see the For More Information insert inside the back
cover.




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Gifts



Whenever gifts are exchanged in the context of a business relationship, there is a risk that
the gift may influence, or appear to influence, a business decision. Individuals may expose
Weyerhaeuser to the risk of compromising our reputation and our business ethics standards.



In order to build and maintain the trust of our stakeholders, Weyerhaeuser discourages the exchange
of gifts, including loans and guarantees, to or from any of the company’s suppliers, contractors,
customers or competitors. This standard applies to both employees and immediate family members.




	 	 	 	 	 	 	 
	 	 	Guidelines
	 
	 	 	 	 	 	 
	 	 	Use the following guidelines if faced with a situation where a gift cannot reasonably be avoided:
	 
	 	 	 	 	 	 
	 	 	§	 	Gifts should not exceed nominal value.
	 
	 	 	 	 	 	 
	 	 	§	 	Examples of nominal gifts are:
	 
	 	 	 	 	 	 
	 	 	 	 	3⁄4  Lunch at a Weyerhaeuser facility
	 
	 	 	 	 	 	 
	 	 	 	 	3⁄4  Branded desk items
	 
	 	 	 	 	 	 
	 	 	§	 	Money, including gift certificates or gift cards, should never be exchanged as a gift.
	 
	 	 	 	 	 	 
	 	 	§	 	Employees should never accept a loan from a customer, supplier, contractor or
competitor. Loans should be arranged outside the work relationship and be on a
commercial basis from a lending institution.
	 
	 	 	 	 	 	 
	 	 	§	 	Consumable gifts (fruit baskets and similar items) are acceptable if the value is
nominal and when the gift is shared among employees at a location.
	 
	 	 	 	 	 	 
	 	 	§	 	Individuals should not exchange personal gifts so as to avoid the appearance of a
close friendship and to ensure impartiality in making business decisions.
	 
	 	 	 	 	 	 
	 	 	§	 	There may be circumstances that justify offering a gift on Weyerhaeuser’s behalf.
In that situation, exceptions may be approved only by unit or business management.
Involve your manager or immediate superior, and observe the following guidelines.
	 
	 	 	 	 	 	 
	 

	 	 	 	§	 	Consider whether the recipient’s business ethics policies limit his or her
ability to accept a gift.
	 
	 	 	 	 	 	 
	 

	 	 	 	§	 	Obtain written approval from a Weyerhaeuser business manager if the gift has
greater than nominal value.
	 
	 	 	 	 	 	 
	 

	 	 	 	§	 	Record the gift and its value in an accurate manner for auditing purposes.











Gifts in International Business



The same general principles of ethical business conduct apply
when gifts are given or offered in an international setting.
However, conducting business internationally requires an
understanding of, and sensitivity toward, different cultures and
customs.








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	 	 	Questions to ask before accepting or offering a gift:
	 
	 	 	 	 
	 

	 	§	 	Would I feel uncomfortable accepting this gift?
	 

	 	§	 	How would accepting or giving this gift appear to others at Weyerhaeuser, my peers
or the general public?
	 

	 	§	 	Does this gift provide a benefit to any one individual (instead of an organization
or group)?
	 

	 	§	 	Is this gift being offered because my position enables me to influence a
Weyerhaeuser decision in favor of a customer or supplier?
	 

	 	§	 	Is any effort being made to conceal this gift?





If the answer to any of the above questions is “yes,” the gift may be inconsistent with our
business ethics standards. Ask for help if you have questions about giving or receiving gifts.




Entertainment



Whenever entertainment is offered in the context of a business relationship, there is a risk
of influencing, or appearing to influence, a business decision. Individuals may expose Weyerhaeuser
to the risk of compromising our reputation and our business ethics standards.



Entertainment that is occasional, reasonable in value, and in which both parties participate is
consistent with our business ethics standards. If you accept entertainment that is greater than
nominal value, you must obtain written approval from unit or business management, whichever is
appropriate to your situation.





	 	 	 	 	 
	 	 	Guidelines
	 
	 	 	 	 
	 	 	Follow these guidelines if you need to make a decision about participating in
entertainment on Weyerhaeuser’s behalf:
	 
	 	 	 	 
	 

	 	§	 	Both parties must be present.
	 
	 	 	 	 
	 

	 	§	 	You must determine in advance the clearly identified business opportunities.
	 
	 	 	 	 
	 

	 	§	 	Entertainment should not be extravagant.
	 
	 	 	 	 
	 

	 	§	 	Examples of extravagant entertainment are:
	 
	 	 	 	 
	 

	 	 	 	3⁄4  Limousines
	 
	 	 	 	 
	 

	 	 	 	3⁄4  Season tickets
	 
	 	 	 	 
	 

	 	 	 	3⁄4  Charter trips
	 
	 	 	 	 
	 

	 	§	 	Entertainment should be in a setting appropriate for conducting business.
	 
	 	 	 	 
	 

	 	§	 	Weyerhaeuser-sponsored entertainment requires advance authorization from business
management. Budgetary approval must be obtained prior to the event.
	 
	 	 	 	 
	 

	 	§	 	Entertainment costs should be reported using accurate and auditable records.
	 
	 	 	 	 
	 

	 	§	 	Approval is not required for meals that are a part of normal business activity.











22









 
















Entertainment in International Business



The same general principles of ethical business conduct
apply when entertainment is offered in an international
setting. However, conducting business internationally
requires an understanding of, and sensitivity toward,
different cultures and customs.








	 	 	 	 	 
	 	 	Guidelines
	 
	 	 	 	 
	 	 	Questions to ask before participating in entertainment:
	 
	 	 	 	 
	 

	 	§	 	Is the entertainment extravagant or lavish?
	 

	 	§	 	Would the entertainment violate the recipient’s business ethics standards?
	 

	 	§	 	Is the entertainment unrelated to advancing business opportunities?
	 

	 	§	 	Do you feel uncomfortable participating in the entertainment?
	 

	 	§	 	Would you be embarrassed if the entertainment was reported in the media?





If the answer to any of these questions is “yes,” the entertainment may be inconsistent with our
business ethics standards. Ask for help if you have questions.



For additional resources for your business, see the For More Information insert inside the back
cover.




23









 





Our Communities and the Public



At Weyerhaeuser, we strive to be responsible citizens, exemplary environmental stewards,
ethical businesspeople and friendly neighbors. We are committed to the environment and to the
communities in which we do business.



We are also committed to maintaining and enhancing strong relationships with government officials
through lawful participation in the political process.




Environmental Responsibility



Environmental responsibility is a core company value. Weyerhaeuser works to meet or exceed
applicable environmental laws and regulations through superior environmental management systems and
effective risk management. Failure to meet our environmental commitments could result in damage to
the environment and the company’s reputation. It could also lead to criminal charges, fines and
liabilities and could imperil human health and safety.




Your Responsibilities



All employees must comply with all environmental laws, regulations and policies; identify and
respond to public health concerns; and be responsible stewards of natural resources. Employees who
are responsible for, or are engaged in, activities or operations that might affect the environment
should know and comply with the laws, regulations and policies that relate to these activities.




Resolution Process



If you become aware of a situation or practice you suspect (or know) does not comply with
environmental laws, regulations or company environmental policies and you are unable to address it
personally, you should contact local management; an area Environmental Affairs manager; corporate
Environment, Health and Safety; the Law Department; or Ethics and Business Conduct.



For additional resources for your business, see the For More Information insert inside the back
cover.




Government Affairs and Reports



Weyerhaeuser’s success and profitability can be affected, either positively or negatively, by
legislation and government policy. Therefore, Weyerhaeuser is committed to maintaining and
enhancing strong relationships with government officials through ethical and responsible
participation in the political decision-making process.




Your Responsibilities



Information provided to government officials to guide decision making is accurate and timely.
Reports filed with any government body are accurate and complete.




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Political Contributions



The Weyerhaeuser Political Action Committee is administered with governance provided by the
Weyerhaeuser PAC board of trustees. This board is comprised of senior managers who represent all
businesses and regions. Contributions to candidates in the United States are based on established
criteria, relevant laws and employee recommendations, not political affiliation.



Political contributions are made on behalf of the company only if such contributions have been
approved in advance by the responsible vice president of Government Affairs and general counsel.



All laws and regulations regarding in-kind contributions, use of corporate facilities and
resources, independent expenditures, and gifts and ethics laws are stringently followed. Employees
must not offer, promise or give anything of value to any government official, employee, agent or
other intermediary (either domestically or internationally) in order to influence the exercise of
government duties.




Political Activities



Weyerhaeuser strongly supports employee involvement in the politics of their communities and
encourages and supports individual activities that involve political parties, candidates or issues.



Company stationery; the Weyerhaeuser name; work titles or resources such as copiers, phones or fax
machines


may not be used to express personal opinions to government officials or to
promote candidates. Personal political contributions are not reimbursable.




Lobbying



Only authorized employees and contract lobbyists may engage in lobbying activities on behalf of the
company. Such individuals must comply with all applicable legal requirements.




Personal Political Activities



Weyerhaeuser employees cannot use company stationery, the Weyerhaeuser name, work titles or
resources to express personal opinions to government officials. In addition, personal political
contributions will not be reimbursed.



For additional resources for your business, see the For More Information insert inside the back
cover.




Waivers



This code of ethics applies to all employees, officers of the company and the board of
directors.



No waiver of a material provision of this code of ethics may be made for executive officers and
directors except with the prior approval of the board of directors or a board committee and with
timely disclosure to shareholders.




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