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•	Forest Products — our forest products-based operations, principally the growing and harvesting of timber, the manufacture, distribution and sale of forest products and corporate governance activities; and

•	Real Estate — our real estate development and construction operations.

•	the SEC Internet site — www.sec.gov;

•	the SEC’s Public Conference Room, 100 F St. N.E., Washington, D.C., 20549, (800) SEC-0330; and

•	our Internet site — www.weyerhaeuser.com.

•	Timberlands,

•	Wood Products,

•	Cellulose Fibers,

•	Real Estate and

•	Corporate and Other.

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•	Timberlands — Extract maximum value from each acre we own or manage.

•	Wood Products — Deliver high-quality lumber, structural panels, engineered wood products and complementary products for residential and commercial applications.

•	Cellulose Fibers — Concentrate on value-added pulp products.

•	Real Estate — Deliver unique value propositions in target markets.

•	11,910 employed in North America and

•	890 employed by our operations outside of North America.

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•	grow and harvest trees,

•	manufacture and sell products made from them,

•	build and sell homes and

•	develop land.

•	grows and harvests trees for use as lumber, other wood and building products and pulp and paper;

•	exports logs to other countries where they are made into products;

•	plants seedlings — and in parts of Canada we use natural regeneration — to reforest the harvested areas using the most effective regeneration method for the site and species;

•	monitors and cares for the new trees as they grow to maturity; and

•	seeks to sustain and maximize the timber supply from our forestlands while keeping the health of our environment a key priority.

•	royalty payments on oil and gas production;

•	upfront bonus payments from oil and gas leasing and exploration activity;

•	royalty payments on hard minerals (rock, sand and gravel);

•	geothermal lease and option revenues; and

•	the sale of mineral assets.

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•	thousand board feet (MBF) — used in the West to measure the expected lumber recovery from a tree or log, but it does not include taper or recovery of nonlumber residual products; and

•	green tons — used in the South to measure weight, but factors used for conversion to product volume can vary by species, size, location and season.

•	4.0 million acres in the southern U.S. (Alabama, Arkansas, Louisiana, Mississippi, North Carolina, Oklahoma and Texas); and

•	2.0 million acres in the Pacific Northwest (Oregon and Washington).

•	varies according to the species, size and quality of the timber; and

•	will change through time as the mix of these variables adjust.

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•	$1.0 billion in 2011 — up 19 percent from 2010; and

•	$874 million in 2010.

•	$646 million in 2011 — up 7 percent from 2010; and

•	$603 million in 2010.

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•	Sales volumes in the West increased 791 cubic meters — 18 percent — primarily due to strong export demand. Our western sales to unaffiliated customers generally are higher-grade logs sold into the export market and domestic-grade logs sold to West Coast sawmills.

•	Sales to unaffiliated customers in the South increased 1.5 million cubic meters — 45 percent — primarily due to increased harvest levels and increased sales of logs to third parties. Our southern sales volumes to unaffiliated customers generally are lower-grade fiber logs sold to pulp or containerboard mills. We use most of our high-grade logs in our own converting facilities.

•	Sales volumes from Canada decreased 28 thousand cubic meters — 6 percent — in 2011. This decrease in volume to unaffiliated customers primarily was due to increased demand by our internal mills for logs mainly in Alberta.

•	Sales volumes from our international operations increased 31 thousand cubic meters — 11 percent — in 2011. This increase in volume was due to sales of logs to China.

•	domestic grade log sales — lumber usage, primarily for housing starts and repair and remodel activity, the needs of our own mills and the availability of logs from both outside markets and our own timberlands;

•	domestic fiber log sales — demand for chips by pulp and containerboard mills; and

•	export log sales — the level of housing starts in Japan, where most of our North American export logs are sold.

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•	managing forests on a sustainable basis to meet customer and public expectations;

•	reducing the time it takes to realize returns by practicing intensive forest management and focusing on the most advantageous markets;

•	efficiently delivering raw materials to internal supply chains;

•	building long-term relationships with external customers who rely on a consistent supply of high-quality raw material;

•	continuously reviewing our portfolio of land holdings to create the greatest value for the company;

•	investing in technology and advances in silviculture to improve yields and timber quality;

•	positioning ourselves as one of the largest, lowest-cost growers of global softwood and hardwood timber;

•	leveraging our mineral ownership position; and

•	positioning ourselves to take advantage of new market opportunities that may be created by energy and climate change legislation and regulation.

•	provides a family of high-quality softwood lumber, engineered lumber, structural panels and other specialty products to the residential, multi-family and light commercial markets;

•	delivers innovative homebuilding solutions to help our customers quickly and efficiently meet their customers’ needs;

•	sells our products and services primarily through our own sales organizations and distribution facilities as well as building materials that we purchase from other manufacturers;

•	sells certain products into the repair and remodel market through the wood preserving and home-improvement warehouse channels; and

•	exports our softwood lumber and engineered building materials to Asia and Europe.

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•	Structural lumber

•	Engineered lumber

•	Oriented strand board

•	Softwood plywood

•	Sales:

•	Permanent closures:

•	Indefinite closures:

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•

Demand for wood products used in residential and multi-family construction and the repair and remodel of existing homes affects prices. Residential construction is influenced by factors such as population growth and other demographics, the level of employment, consumer confidence, consumer income, availability of financing and interest rate levels, and the supply and pricing of existing homes on the market. Repair and remodel activity is affected by the size and age of existing housing inventory and access to home equity financing and other credit.

•	The availability of supply of commodity building products such as structural lumber, OSB and plywood affects prices. A number of factors can influence supply, including changes in production capacity and utilization rates, weather, raw material supply and availability of transportation.

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•	improving our cost competitiveness through operational excellence;

•	expanding our customer base in nonresidential markets and geographies outside of North America;

•	continuing to develop innovative building solutions and products to meet customer needs; and

•	differentiating our products and services from other manufacturers to create demand for them in the marketplace, and build on our reputation as the preferred provider of quality building products.

•	provides cellulose fibers for absorbent products in markets around the world;

•	works closely with our customers to develop unique or specialized applications;

•	manufactures liquid packaging board used primarily for the production of containers for liquid products; and

•	generates energy, of which 84 percent is from black liquor produced at the mills and biomass.

•	Pulp

•	Liquid packaging board

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•	growth of the world gross domestic product and

•	demand for paper production and diapers.

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•	weakening of the U.S. dollar,

•	level of demand and

•	world economic environment.

•	improving our cost-competitiveness through operational excellence and noncapital solutions;

•	focusing capital investments on new and improved product capabilities, cost-reduction, and green energy opportunities;

•	collaborating with third parties to develop new value-added products; and

•	focusing research and development resources on new ways to expand and improve the range of applications for cellulose fibers and new product opportunities.

•	constructing single-family housing and

•	developing residential lots for our use and for sale.

•	The market prices of the homes that we build varies.

•	The product and geographic mix of sales varies based on the following:

•	Land and lot sales are a component of our activities. These sales do not occur evenly from year to year and may range from approximately 5 percent to 15 percent of total Real Estate revenues annually.

•	From time to time, we sell apartment buildings and other income producing properties.

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•	offering customer-driven, distinct value propositions to specific market niches in each of our targeted geographies;

•	delivering quality homes to satisfied customers — measured, in part, by “willingness to refer” rates from independent surveys of homebuyers;

•	replicating best practices developed in each geographic area; and

•	optimizing value from our land portfolio.

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•	the northern spotted owl, the marbled murrelet, a number of salmon species, bull trout and steelhead trout in the Pacific Northwest;

•	several freshwater mussel and sturgeon species; and

•	the red-cockaded woodpecker, gopher tortoise and American burying beetle in the South or Southeast.

•	federal and state requirements to protect habitat for threatened and endangered species;

•	additional listings of fish and wildlife species as endangered, threatened or sensitive under the ESA or similar state laws; or

•	regulatory actions taken in the future by federal or state agencies to protect habitat for these species.

•	The federal Species at Risk Act (SARA) requires protective measures for species identified as being at risk and for critical habitat.

•	Environment Canada announced a series of western science studies in 2010 that, with other landscape information, are designed to

•	The Canadian Minister of the Environment released for comment in 2011 a strategy for the recovery of the boreal woodland caribou population under SARA.

•	limits on the size of clearcuts,

•	requirements that some timber be left unharvested to protect water quality and fish and wildlife habitat,

•	regulations regarding construction and maintenance of forest roads,

•	rules requiring reforestation following timber harvest,

•	procedures for state agencies to review and approve proposed forest practice activities and

•	various permit programs.

•	forest practices and environmental regulations and

•	license requirements established by contract between us and the relevant province designed to:

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•	conservation organizations,

•	academia,

•	the forest industry and

•	large and small forest landowners.

•	increased our operating costs;

•	resulted in changes in the value of timber and logs from our timberlands;

•	contributed to increases in the prices paid for wood products and wood chips during periods of high demand;

•	sometimes made it more difficult for us to respond to rapid changes in markets, extreme weather or other unexpected circumstances; and

•	potentially encouraged further reductions in the usage of, or substitution of other products for, lumber and plywood.

•	additional restrictions on the sale or harvest of timber,

•	potential increase in operating costs and

•	effects on timber supply and prices in Canada.

•	federal,

•	state,

•	provincial and

•	local pollution controls.

•	air, water and land;

•	solid and hazardous waste management;

•	disposal and remediation; and

•	the chemical content of some of our products.

•	enhance safety,

•	extend the life of a facility,

•	increase capacity,

•	increase efficiency,

•	change raw material requirements,

•	increase the economic value of assets or products and

•	comply with regulatory standards.

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•	we may have the sole obligation to remediate,

•	we may share that obligation with one or more parties,

•	several parties may have joint and several obligations to remediate or

•	we may have been named as a potentially responsible party for sites designated as Superfund sites.

•	the quantity, toxicity and nature of materials at the site; and

•	the number and economic viability of the other responsible parties.

•	determine it is probable that such an obligation exists and

•	can reasonably estimate the amount of the obligation.

•	pulp and paper manufacturing facilities,

•	wood products facilities and

•	industrial boilers.

•	hazardous air pollutants that require use of maximum achievable control technology (MACT) and

•	controls for pollutants that contribute to smog, haze and more recently greenhouse gases.

•	vacating the MACT standards for air emissions from industrial boilers and process heaters and

•	remanding the standards for plywood and composite wood products to the EPA.

•	technology and residual risk review for pulp and paper manufacturing facilities,

•	supplemental MACT standards for plywood and composite products and

•	new MACT standards for boilers.

•	some states may implement MACT requirements for boilers on a case-by-case basis and

•	we might spend as much as $30 million to $45 million over the next few years to comply with the MACT standards that are finally determined by the EPA and the states.

•	promulgated regulations in 2009 for reporting greenhouse gas emissions that are applicable to our manufacturing operations;

•	issued a final rule in 2010 to limit the growth in greenhouse gas emissions from new projects meeting certain emission thresholds starting in 2011 that applies to our manufacturing operations on a project-by-project basis;

•	issued a final rule deferring for three years greenhouse gas permitting requirements for carbon dioxide emissions from biomass;

•	initiated in 2011 efforts to further develop independent scientific analysis and rulemaking on how biomass emissions should be treated.

•	closely monitor legislative, regulatory and scientific developments pertaining to climate change;

•	adopted in 2006, as part of the Company's sustainability program, a goal of reducing greenhouse gas emissions by 40 percent by 2020 compared with our emissions in 2000, assuming a comparable portfolio and regulations;

•	determined to achieve this goal by increasing energy efficiency and using more greenhouse gas-neutral, biomass fuels instead of fossil fuels; and

•	reduced greenhouse gas emissions by approximately 26 percent considering changes in the asset portfolio according to 2010 data, compared to our 2000 baseline.

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•	policy proposals by state governments regarding regulation of greenhouse gas emissions,

•	Congressional legislation regulating greenhouse gas emissions within the next several years or

•	establishment of a multistate and federal greenhouse gas emissions reduction trading system with potentially significant implications for all U.S. businesses.

•	We participate in negotiations between the FPAC and Environment Canada to define industry obligations for complying with Canada’s national plan for reducing greenhouse gas emissions and achieving ambient air quality objectives over the next several years.

•	We work with provincial forestry associations to develop technically sound and economically viable policies, practices and procedures for

•	proposed a regulatory framework for air emissions in 2007 that adopted some aspects of the Kyoto Protocol;

•	called for mandatory reductions in greenhouse gas emissions for heavy industrial emissions producers, among other measures, to be put in place by 2010;

•	signed the Copenhagen Accord in December 2009, committing to reducing its greenhouse gas emissions by 17 percent below 2005 levels; and

•	announced in December 2011 that it is withdrawing from the Kyoto Protocol.

•	have greenhouse gas reporting requirements;

•	are working on reduction strategies; and

•	together with the Canadian federal government, are considering new or revised emission standards.

•	pollution discharges from forest roads,

•	other drainage features on forest land and

•	the application of pesticides, including herbicides, on forest lands.

•	set limits on pollutants that may be discharged to a body of water; or

•	set additional requirements, such as best management practices for nonpoint sources, including timberland operations, to reduce the

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•	use forward-looking terminology,

•	are based on various assumptions we make and

•	may not be accurate because of risks and uncertainties surrounding the assumptions we make.

•	increased fee harvest volumes in the West, slightly improved average selling prices due to a higher percentage of export logs sold to Japan, flat fee harvest volume and prices in the South, higher fuel costs across all geographies, higher silviculture expenses in the South, and slightly higher earnings in the Timberlands segment excluding earnings from disposition of non-strategic timberlands;

•

increased sales and slightly higher selling prices for lumber, higher sales volumes and over five percent increase in selling prices for oriented strand board, increased sales volumes and flat prices for engineered wood products, higher log costs in the South and Canada and lower log costs in the West, higher operating rates across all product lines, and a smaller loss from continuing operations in the Wood Products segment excluding special items;

•	considerably lower average selling prices for pulp and slightly lower shipment volumes, significantly higher maintenance costs and lower production due to scheduled annual maintenance outages, higher energy and chemical costs, and substantially lower earnings in the Cellulose Fibers segment;

•	seasonally lower home closing volume, lower average selling prices and margins due to mix, and a loss from single-family homebuilding operations in the Real Estate segment.

•	the economy;

•	regulations;

•	adverse litigation outcomes and the adequacy of reserves;

•	changes in accounting principles;

•	contributions to pension plans;

•	projected benefit payments;

•	projected tax rates and credits; and

•	other related matters.

•	general economic conditions, including employment rates, housing starts, the level of interest rates, availability of financing for home mortgages, and strength of the U.S. dollar;

•	market demand for our products, which is related to the strength of the various U.S. business segments and economic conditions;

•	performance of our manufacturing operations, including maintenance requirements;

•	successful execution of our internal performance plans, including restructurings and cost-reduction initiatives;

•	level of competition from domestic and foreign producers;

•	raw material and energy prices and transportation costs;

•	the effect of design value changes on demand for the company's southern yellow pine lumber;

•	the effect of forestry, land use, environmental and other governmental regulations;

•	federal tax policies;

•	legal proceedings;

•	the effect of timing of retirements and changes in the market price of our common stock on charges for share-based compensation;

•	the effect of weather;

•	risk of loss from fires, floods, windstorms, hurricanes, pest infestations and other natural disasters;

•	changes in accounting principles;

•	performance of pension fund investments and related derivatives; and

•	other factors described under Risk Factors.

•	economic activity in Europe and Asia — especially Japan and China;

•	currency exchange rates — particularly the relative value of the U.S. dollar to the euro and the Canadian dollar, and the relative value of the euro to the yen; and

•	restrictions on international trade or tariffs imposed on imports.

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•	adversely affect our ability to access credit markets on terms acceptable to us,

•	limit our capital expenditures for repair or replacement of existing facilities or equipment,

•	adversely affect our compliance with covenants under existing credit agreements,

•	result in adverse changes in the credit ratings of our debt securities,

•	have an adverse effect on our customers and suppliers and their ability to purchase our products,

•	adversely affect the banks providing financial security for the transaction structures used to defer taxes related to several major sales of timber,

•	adversely affect the performance of our pension plans requiring additional company contributions and

•	reduce our ability to take advantage of growth and expansion opportunities.

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•	unscheduled maintenance outages;

•	prolonged power failures;

•	equipment failure;

•	a chemical spill or release;

•	explosion of a boiler;

•	the effect of a drought or reduced rainfall on its water supply;

•	labor difficulties;

•	disruptions in the transportation infrastructure, including roads, bridges, railroad tracks and tunnels;

•	fires, floods, windstorms, earthquakes, hurricanes or other catastrophes;

•	terrorism or threats of terrorism;

•	governmental regulations; and

•	other operational problems.

•	air emissions;

•	wastewater discharges;

•	harvesting;

•	silvicultural activities;

•	the storage, management and disposal of hazardous substances and wastes;

•	the cleanup of contaminated sites;

•	landfill operation and closure obligations;

•	forestry operations and endangered species habitat; and

•	health and safety matters.

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•	We would be subject to federal and state income tax on our taxable income at regular corporate rates.

•	We would not be allowed to deduct dividends to shareholders in computing our taxable income.

•	We also would be disqualified from treatment as a REIT for the four taxable years following the year during which we lost qualification.

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•	actual or anticipated fluctuations in our operating results or our competitors' operating results;

•	announcements by us or our competitors of new products, capacity changes, significant contracts, acquisitions or strategic investments;

•	our growth rate and our competitors’ growth rates;

•	the financial market and general economic conditions;

•	changes in stock market analyst recommendations regarding us, our competitors or the forest products industry generally, or lack of analyst coverage of our common stock;

•	sales of our common stock by our executive officers, directors and significant stockholders or sales of substantial amounts of common stock;

•	changes in accounting principles; and

•	changes in tax laws and regulations.

•	For details about our Timberlands properties, go to Our Business/What We Do/Timberlands/Where We Do It.

•	For details about our Wood Products properties, go to Our Business/What We Do/Wood Products/Where We Do It.

•	For details about our Cellulose Fibers properties, go to Our Business/What We Do/Cellulose Fibers/Where We Do It.

•	For details about our Real Estate properties, go to Our Business/What We Do/Real Estate/Where We Do It.

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•	New York Stock Exchange and

•	Chicago Stock Exchange

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•	Assumes $100 invested on December 31, 2006 in Weyerhaeuser common stock, the S&P 500 Index and the S&P Global Timber & Forestry Index.

•	Total return assumes dividends are reinvested quarterly.

•	Measurement dates are the last trading day of the calendar year shown.

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(1)	A summary of our discontinued operations is presented in Note 3: Discontinued Operations in the Notes to Consolidated Financial Statements.

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•	economic and market conditions affecting our operations;

•	real estate investment trust (REIT) election;

•	financial performance summary;

•	results of our operations — consolidated and by segment;

•	liquidity and capital resources — where we discuss our cash flows;

•	off-balance sheet arrangements;

•	environmental matters, legal proceedings and other contingencies; and

•	accounting matters — where we discuss critical accounting policies and areas requiring judgments and estimates.

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•

To implement our decision to be taxed as a REIT, we distributed to our shareholders our accumulated earnings and profits, determined under federal income tax provisions, as a “Special Dividend.” On September 1, 2010, we paid a dividend of $5.6 billion which included the Special Dividend and the regular quarterly dividend of approximately $11 million. At the election of each shareholder, the Special Dividend was paid in cash or Weyerhaeuser common shares. The aggregate amount of cash distributed was $560 million and the number of common shares issued was approximately 324 million.

•	The stock portion of the Special Dividend is treated as the issuance of new shares for accounting purposes and affects our earnings (loss) per share only for periods after the distribution. Prior periods are not restated. The required treatment results in earnings (loss) per share that is less than would have been the case had the common shares not been issued.

•	We reversed certain deferred income tax liabilities, which resulted in a benefit in the Consolidated Statement of Operations during 2010 of approximately $1,064 million. Our 2010 effective income tax rate also decreased due to lower taxes on REIT qualifying timberlands income.

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•	Price realizations refer to net selling prices — this includes selling price plus freight minus normal sales deductions.

•	Net contribution to earnings can be positive or negative and refers to earnings (loss) attributable to Weyerhaeuser shareholders before interest expense and income taxes.

•	Timberlands segment sales increased $170 million, as a result of higher log prices and volumes sold;

•	Cellulose Fibers segment sales increased $147 million, as a result of higher pulp prices and volumes sold; and

•	Wood Products segment sales from continuing operations increased $52 million, as a result of increased volumes sold of structural lumber and OSB.

•	$1,064 million reversal of certain deferred income tax liabilities as a result of our conversion to a REIT in 2010;

•	$149 million cellulosic biofuel producer credit in 2010; and

•	$46 million gain on the sale of five short line railroads in 2010.

•	$96 million net gain on sale of 82,000 acres of non-strategic timberlands in 2011;

•	$76 million tax benefit related to foreign tax credits in 2011;

•	$68 million decrease in interest expense due to lower charges associated with the early extinguishment of debt and lower interest expense due to a lower level of debt;

•	$65 million decrease in restructuring, closure and asset impairment charges, primarily due to decreased impairments recognized in our Wood Products segment; and

•	$49 million decrease in selling, general and administrative expenses.

•	Cellulose Fibers segment sales increased $400 million, as a result of higher pulp sales realizations;

•	Wood Products segment sales from continuing operations increased $302 million, as a result of increased price realizations and sales volumes for residential building products; and

•	Timberlands segment sales increased $160 million, as a result of increased price realizations for log sales in the West and increased land exchanges, dispositions of non-strategic timberlands and sales of higher and better-use lands.

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•	$943 increase in income tax benefit, primarily due to $1,064 million reversal of certain deferred income tax liabilities as a result of our conversion to a REIT in 2010 and a tax benefit of $149 million for cellulosic biofuel producer credits in 2010, partially offset by a reduced income tax benefit due to having earnings before tax in 2010 compared to a loss in 2009;

•

$716 million increase in gross margin, primarily due to higher domestic and export prices in our Timberlands segment, increased price realizations for OSB and structural lumber in our Wood Products segment, increased price realizations for pulp in our Cellulose Fibers segment and increased contributions from single-family closings and land and lot sales in our Real Estate segment, partially offset by increased operating costs in our Timberlands, Wood Products and Cellulose Fibers segments;

•	$542 million decrease in restructuring, closure and asset impairment charges, primarily due to charges recognized in our Timberlands, Wood Products, Real Estate and Corporate and Other segments in 2009; and

•	$52 million increase in net earnings from discontinued operations.

•	$344 million tax benefit for alternative fuel mixture credits in 2009 and

•	$98 million net gain on sale of 140,000 acres of non-strategic timberlands in 2009.

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•	Western log sales increased by $131 million due to increased sales volumes of 18 percent and increased price realizations of 12 percent as a result of strong export demand.

•	Southern log sales increased by $51 million due to increased sales volumes of 45 percent resulting from increased harvest levels and increased sales of logs to third parties.

•	Sales from our International operations increased by $21 million, primarily due to increased plywood sales volumes of 34 percent.

•	$28 million increase due to increased Canadian log and chip sales volumes and

•	$15 million increase due to higher log prices and sales volumes in the West partially offset by lower log prices and sales volumes in the South.

•	$152 million pretax gain on the first quarter 2011 sale of 82,000 acres of non-strategic timberlands in southwestern Washington;

•	$77 million increase, primarily due to higher domestic and export prices in the West; and

•	$59 million increase, primarily due to an increase in harvest levels of 18 percent in the West and 19 percent in the South.

•	$33 million increase in operating costs, primarily due to higher fuel and silviculture costs;

•	$23 million decrease due to fewer land exchanges and higher and better-use land sales; and

•	$20 million decrease due to lower prices for logs in the South.

•	Western log sales increased $85 million due to increased price realizations of 26 percent.

•	Land exchanges, dispositions of non-strategic timberlands and sales of higher and better-use lands increased $54 million.

•	Sales from our International operations increased $21 million due to improvement in prices across most products and increased sales volumes.

•	$49 million increase due to increased Canadian log and chip sales volumes and

•	$17 million increase due to an increase in U.S. log prices.

•	$163 million pre-tax gain on the third quarter 2009 sale of 140,000 acres of non-strategic timberland in northwestern Oregon;

•	$30 million decrease resulting from increased incentive compensation and increased allocations of corporate costs to the business segments;

•	$24 million decrease due to decreased harvest levels of 9 percent in the South and 12 percent in the West; and

•	$17 million increase in operating costs, which includes higher road maintenance and increased fuel costs.

•	$125 million increase, primarily due to higher domestic and export prices;

•	$27 million increase due to land exchanges, dispositions of non-strategic timberlands and sales of higher and better-use lands; and

•	$25 million decrease in charges for restructuring, closures and asset impairments.

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•	Structural lumber average price realizations decreased 3 percent as a result of:

•	OSB average price realizations decreased 14 percent.

•	Engineered solid section shipment volumes decreased 10 percent.

•	Engineered I-joints shipment volumes decreased 12 percent.

•	Hardwood lumber sales decreased due to the sale of our hardwoods operations.

•	Other products purchased for resale decreased primarily as a result of ceasing to offer a composite decking product line and the sale of our hardwoods operations.

•	Structural lumber shipment volumes increased 7 percent.

•	OSB shipment volumes increased 25 percent, primarily due to the re-opening of our Hudson Bay, Saskatchewan facility.

•	Engineered I-joists average price realizations increased 7 percent.

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•	$74 million decrease in manufacturing costs, primarily due to increased operating rates;

•	$64 million decrease in selling and administrative costs, primarily due to previous cost reduction efforts and the sale of our hardwoods operations;

•	$50 million decrease in charges for restructuring, closures and asset impairments; and

•	$32 million increase in by-product sales.

•	$62 million decrease due to lower sales price realizations, primarily for OSB and structural lumber;

•	$43 million increase in freight expense due to higher fuel cost and increasing shipments of OSB and structural lumber;

•	$40 million pretax gain on the sale of certain British Columbia forest licenses and associated rights in 2010;

•	$22 million increase in charges related to the sale of our hardwoods operations; and

•	$16 million increase in log costs as domestic prices increased in the West as a result of strong export demand.

•	Structural lumber average price realizations increased 22 percent.

•	OSB average price realizations increased 27 percent and shipment volumes increased 12 percent.

•	Softwood plywood average price realizations increased 8 percent and shipment volumes increased 17 percent.

•	Hardwood lumber shipment volumes increased 8 percent.

•	$276 million increase due to sales price realizations, primarily OSB and structural lumber;

•	$63 million decrease in charges for restructuring, closures and asset impairments;

•	$59 million decrease in manufacturing and other costs of sales as a result of increased operating efficiencies and cost reductions;

•	$52 million increase in the net pretax gain on the sale of assets and operations, including the sale of certain British Columbia forest licenses and associated rights;

•	$35 million decrease in selling and administrative costs, primarily due to staff reductions in 2009; and

•	$13 million decrease in litigation charges, primarily due to the settlement of Alder litigation in 2009.

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•	Pulp price realizations increased $52 per ton — 6 percent — primarily due to lower global softwood pulp inventories in the first half of the year and a change in sales mix to higher valued products;

•	Sales volumes for pulp increased 42,000 tons — 2 percent; and

•	Liquid packaging board price realizations increased $82 per ton — 8 percent — due to a favorable shift in product mix to coated board sales and an increase in market price.

•	$92 million increase due to higher pulp price realizations;

•	$24 million improvement in liquid packaging board price realizations; and

•	$13 million increase in other non operating income, which includes earnings from an equity affiliate.

•	$57 million increase, primarily due to rising fiber and chemical costs;

•	$41 million increase in operating costs, maintenance, freight, energy and the effect on Canadian operating costs of the weakening U.S. dollar compared to the Canadian dollar; and

•	$12 million increase in selling, general and administrative costs.

•	Pulp price realizations increased $192 per ton — 28 percent — primarily due to tight global softwood pulp inventories, due in part to lower industry production in the first half of 2010 as a result of the Chilean earthquake that occurred in February 2010.

•	Sales volumes for pulp increased 17,000 tons — 1 percent.

•	Liquid packaging board price realizations increased $80 per ton — 8 percent — primarily due to a favorable shift in product mix to coated board.

•	Sales volumes for liquid packaging board increased approximately 23,000 tons — 8 percent.

•	$344 million decrease due to alternative fuel mixture credits, see “Liquidity and Capital Resources — Cash From Operations” for more information related to the alternative fuel mixture credits;

•	$69 million increase in operating costs, freight and the effect on Canadian operating costs of the weakening U.S. dollar compared to the Canadian dollar; and

•	$11 million increase in general and administrative cost.

•	$330 million increase due to higher pulp price realizations,

•	$24 million increase in other product realizations,

•	$25 million increase due to higher liquid packaging board price realizations and

•	$12 million in other non operating income.

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•	Home closings declined 10 percent to 1,912 in 2011 from 2,125 in 2010.

•	Revenues from land and other sales decreased $11 million.

•	$33 million decrease in contribution from the sale of partnership interests — first quarter 2010 included the sale

•	$25 million decrease — 12 percent — in contribution from single-family operations, primarily due to fewer home closings; and

•	$9 million decrease in contribution from partnerships interests.

•	$16 million decrease in selling, general and administrative expenses, resulting from both lower closing volumes and ongoing cost reduction efforts;

•	$11 million related to contingent loss reserves – 2011 included net income from reserve adjustments for settled matters compared to net charges in 2010; and

•	$10 million decrease in impairments and restructuring charges.

•	$10 million increase in single-family housing revenues, primarily due to a shift in product mix; and

•	$9 million net increase in land and other revenues, primarily related to the sale of an apartment building in 2010.

•	$264 million decrease in impairments, restructuring and other related charges;

•	$56 million increase — 37 percent — in contribution from single-family closings. The net contribution reflects a $60 million benefit as a result of improved margins due to the mix of homes closed, partially offset by a $4 million decrease as a result of fewer closings;

•	$24 million increase in contributions from sales of partnership interests — 2010 included gains of $33 million on sales compared to $9 million in 2009;

•	$23 million increase in contribution from land and lot sales; and

•	$19 million decrease in selling and general and administrative expenses due to cost cutting measures, including reductions in headcount.

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•	$100 million increase in pension and postretirement costs, primarily due to the amortization of deferred pension losses;

•	$46 million gain on the sale of our five short line railroads recognized in 2010;

•	$16 million decrease in foreign exchange, primarily as a result of a weaker Canadian dollar relative to the U.S. dollar;

•	$14 million decrease in transportation contribution to earnings as a result of the sale of these operations; and

•	$11 million increase in environmental remediation expense related to discontinued operations.

•	$49 million gain on the sale of Westwood Shipping Lines in 2011 and

•	$10 million decrease in share-based compensation expense.

•	$183 million decrease in charges for asset impairments and corporate restructuring activities;

•	$46 million gain on the sale of our five short line railroads recognized in 2010; and

•	$32 million increase in earnings from transportation operations, primarily from Westwood operations.

•	$29 million decrease related to litigation and insurance reimbursements received in 2009;

•	$28 million decrease in foreign exchange, primarily resulting from a smaller change in the Canadian dollar relative to the U.S. dollar; and

•	$18 million decrease related to the 2009 sale of a Honolulu box plant site.

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•	$384 million in 2011,

•	$452 million in 2010 and

•	$462 million in 2009.

•	$583 million in 2011,

•	$627 million in 2010 and

•	$327 million in 2009.

•	$26 million in 2011,

•	$50 million in 2010 and

•	$28 million in 2009.

•	$62 million in 2011,

•	$1,192 million in 2010 and

•	$249 million in 2009.

•	$76 million tax benefit related to foreign tax credits associated with the repatriation of Canadian earnings,

•	$57 million tax charge resulting from the sale of non-strategic timberlands and

•	$10 million tax benefit due to the early extinguishment of debt.

•	We reversed certain deferred income tax liabilities as a result of our conversion to a REIT, which resulted in a benefit of $1,064 million.

•	We recorded a tax benefit of $149 million for cellulosic biofuel producer credits; see “Fuel Credits” for more information.

•	We recorded a $32 million tax charge as a result of the Patient Protection and Affordable Care Act, as modified by the Health Care and Education Reconciliation Act and a change in our postretirement medical plan.

•	protect the interests of our shareholders and lenders and

•	have access at all times to major financial markets.

•	cash received from customers;

•	cash paid to employees, suppliers and others;

•	cash paid for interest on our debt; and

•	cash paid or received for taxes.

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•	$291 million in 2011,

•	$689 million in 2010 and

•	$(203) million in 2009.

•	Net cash inflows related to income taxes decreased $481 million. We paid taxes of $28 million in 2011 and received $453 million in 2010.

•	Cash paid to employees, suppliers and others increased $144 million.

•	Pension and postretirement contributions decreased $137 million. These contributions were $143 million in 2011 compared to $280 million in 2010.

•	Cash we received from customers increased $80 million, primarily due to increased net sales and revenues from our Timberlands and Cellulose Fibers segments partially offset by decreased net sales in our Wood Products, Real Estate and Corporate and Other segments.

•	Cash we received from customers increased approximately $864 million primarily due to increased net sales and revenues from our Wood Products, Cellulose Fibers, Timberlands and Corporate and Other segments.

•	Consolidated cash received for income taxes increased $495 million as compared to 2009. We received taxes of $453 million in 2010 and paid $42 million in 2009.

•	Cash paid to employees, suppliers and others increased $312 million.

•	Pension and postretirement contributions increased $165 million. These contributions were $280 million in 2010 compared to $115 million in 2009.

•	acquisitions of property, equipment, timberlands and reforestation;

•	investments in or distribution from equity affiliates;

•	proceeds from sale of assets and operations; and

•	purchases and redemptions of short-term investments.

•	future economic conditions,

•	weather and

•	timing of equipment purchases.

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•	$362 million in 2011 including:

•	$213 million in 2010 including:

•	$355 million in 2009 including:

•	issuances and payments of long-term debt,

•	borrowings and payments under revolving lines of credit,

•	changes in book overdrafts,

•	proceeds from stock offerings and option exercises and

•	payments of cash dividends and repurchasing stock.

•	$4.5 billion as of December 31, 2011;

•	$5.1 billion as of December 31, 2010; and

•	$5.7 billion as of December 31, 2009.

•	$33 million in 2011,

•	$43 million in 2010 and

•	$459 million in 2009.

•	$550 million in 2011,

•	$589 million in 2010 and

•	$367 million in 2009.

•	$26 million in 2011 and

•	$50 million in 2010 and

•	$28 million in 2009.

•	had no borrowings outstanding under our credit facility and

•	were in compliance with the credit facility covenants.

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•	a minimum defined net worth of $3.0 billion;

•	a defined debt-to-total-capital ratio of 65 percent or less; and

•	ownership of, or long-term leases on, no less than four million acres of timberlands.

•	total Weyerhaeuser shareholders’ interest,

•	plus or minus accumulated comprehensive income (loss) related to pension and postretirement benefits,

•	minus Weyerhaeuser Company’s investment in subsidiaries in our Real Estate segment or other unrestricted subsidiaries.

•	total Weyerhaeuser Company (excluding WRECO) debt

•	plus total defined net worth.

•	a defined net worth of $5.0 billion and

•	a defined debt-to-total-capital ratio of 46.1 percent.

•	a minimum capital base of $100 million,

•	a defined debt-to-total-capital ratio of 80 percent or less and

•	Weyerhaeuser Company or a subsidiary must own at least 79 percent of WRECO.

•	total WRECO shareholders’ interest,

•	minus intangible assets,

•	minus WRECO’s investment in joint ventures and partnerships.

•	total WRECO debt — including any intercompany debt

•	plus outstanding WRECO guarantees and letters of credit.

•	total WRECO defined debt and

•	total WRECO defined net worth.

•	a capital base of $850 million and

•	a defined debt-to-total-capital ratio of 50.5 percent.

•	$323 million in 2011,

•	$608 million in 2010 and

•	$127 million in 2009.

•	the Special Dividend paid on September 1, 2010;

•	an increase in the number of our common shares outstanding as a result of the Special Dividend; and

•	an increase in our quarterly dividend from 5 cents per share to 15 cents per share in February 2011.

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•	surety bonds,

•	letters of credit and guarantees and

•	information regarding variable interest entities.

•	historical experience and

•	assumptions we believe are appropriate and reasonable under current circumstances.

•	pension and postretirement benefit plans;

•	potential impairments of long-lived assets;

•	legal, environmental and product liability reserves; and

•	depletion accounting.

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•	discount rates,

•	expected long-term rate of return,

•	anticipated trends in health care costs,

•	assumed increases in salaries and

•	mortality rates.

•	actual pension fund performance,

•	level of lump sum distributions,

•	plan changes,

•	changes in plan participation or coverage and

•	portfolio changes and restructuring.

•	expected long-term rate of return,

•	discount rates and

•	cash contributions.

•	the 14.8 percent net compounded annual return achieved by our U.S. pension trust investment strategy over the past 27 years and

•	current and expected valuation levels in the global equity and credit markets.

•	$19 million for our U.S. qualified pension plans and

•	$3 million for our Canadian registered pension plans.

•	4.5 percent for our U.S. pension plans — compared with 5.4 percent at December 31, 2010;

•	4.1 percent for our U.S. postretirement plans — compared with 5.0 percent at December 31, 2010;

•	4.9 percent for our Canadian pension plans — compared with 5.3 percent at December 31, 2010; and

•	4.8 percent for our Canadian postretirement plans — compared with 5.2 percent at December 31, 2010.

•	$27 million for our U.S. qualified pension plans and

•	$4 million for our Canadian registered pension plans.

•	We contributed approximately $82 million to our Canadian registered and nonregistered pension plans in accordance with minimum funding rules and respective provincial regulations.

•	We contributed approximately $21 million to our U.S. nonqualified pension plans.

•	We made benefit payments of approximately $40 million related to our U.S. and Canadian other postretirement plans.

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•	have a required contribution for our U.S. qualified plan for 2012 of approximately $60 million, which is payable by September 15, 2013;

•	be required to contribute approximately $83 million to our Canadian registered and nonregistered pension plans;

•	contribute $20 million to our U.S. nonqualified pension plans; and

•	make benefit payments of $42 million to our U.S. and Canadian other postretirement plans.

•	future cash flows,

•	residual values and

•	fair values of the assets.

•	probability of alternative outcomes,

•	product pricing,

•	raw material costs,

•	product sales and

•	discount rate.

•	gross margins and selling costs on homes closed in recent months;

•	projected gross margins and selling costs based on our operating budgets;

•	competitor pricing and incentives in the same or nearby communities; and

•	trends in average selling prices, discounts, incentives, sales velocity and cancellations.

•	estimates and timing of future revenues;

•	estimates and timing of future land development, materials, labor and contractor costs;

•	community location and desirability, including availability of schools, retail, mass transit and other services;

•	local economic and demographic trends regarding employment, new jobs and taxes;

•	competitor presence, product types, future competition, pricing, incentives and discounts; and

•	land availability, number of lots we own or control, entitlement restrictions and alternative uses.

•	sales prices for comparable assets,

•	market studies,

•	appraisals or

•	legitimate offers.

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•	it becomes probable that we will have to make payments and

•	the amount of loss can be reasonably estimated.

•	historical experience,

•	judgments about the potential actions of third party claimants and courts and

•	recommendations of legal counsel.

•	take the total carrying cost of the timber and

•	divide by the total timber volume estimated to be harvested during the harvest cycle.

•	changes in weather patterns,

•	effect of fertilizer and pesticide applications,

•	changes in environmental regulations and restrictions,

•	limits on harvesting certain timberlands,

•	changes in harvest plans,

•	scientific advancement in seedling and growing technology and

•	changes in harvest cycles.

•	future silviculture — or sustainable forest management — costs associated with existing stands;

•	future reforestation costs associated with a stand’s final harvest; and

•	future volume in connection with the replanting of a stand subsequent to its final harvest.

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•	scheduled principal repayments for the next five years and after,

•	weighted average interest rates for debt maturing in each of the next five years and after and

•	estimated fair values of outstanding obligations.

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•	our election to be taxed as a real estate investment trust,

•	how we report our results,

•	changes in how we report our results and

•	how we account for various items.

•	consolidated financial statements,

•	our business segments,

•	foreign currency translation, and

•	estimates.

•	majority-owned domestic and foreign subsidiaries and

•	variable interest entities in which we are the primary beneficiary.

•	Forest Products — our forest products-based operations, principally the growing and harvesting of timber, the manufacture, distribution and sale of forest products and corporate governance activities; and

•	Real Estate — our real estate development and construction operations.

•	growing and harvesting timber;

•	manufacturing, distributing and selling forest products; and

•	developing real estate and constructing homes.

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•	allocating joint conversion and common facility costs according to usage by our business segment product lines and

•	pricing products transferred between our business segments at current market values.

•	assets and liabilities — at the exchange rates in effect as of our balance sheet date; and

•	revenues and expenses — at average monthly exchange rates throughout the year.

•	reported amounts of assets, liabilities and equity;

•	disclosure of contingent assets and liabilities; and

•	reported amounts of revenues and expenses.

•	accounting changes made upon our adoption of new accounting guidance and

•	our reclassification of certain balances and results from prior years to make them consistent with our current reporting.

•	capital investments,

•	financing our business and

•	operations.

•	Improvements to and replacements of major units of property are capitalized.

•	Maintenance, repairs and minor replacements are expensed.

•	Depreciation is calculated using a straight-line method at rates based on estimated service lives.

•	Logging railroads and truck roads are generally amortized — as timber is harvested — at rates based on the volume of timber estimated to be removed.

•	Cost and accumulated depreciation of property sold or retired are removed from the accounts and the gain or loss is included in earnings.

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•	reforestation,

•	depletion and

•	forest management in Canada.

•	15 years in the South and

•	30 years in the West.

•	fertilization,

•	vegetation and insect control,

•	pruning and precommercial thinning,

•	property taxes and

•	interest.

•	regulatory and environmental constraints,

•	our management strategies,

•	inventory data improvements,

•	growth rate revisions and recalibrations and

•	known dispositions and inoperable acres.

•	granted by the provincial governments;

•	granted for initial periods of 15 to 25 years; and

•	renewable every five years provided we meet reforestation, operating and management guidelines.

•	varies from province to province,

•	is tied to product market pricing and

•	depends upon the allocation of land management responsibilities in the license.

•	appraisals,

•	market pricing of comparable assets,

•	discounted value of estimated cash flows from the asset and

•	replacement values of comparable assets.

•	using a fair-value-based approach and

•	at least annually — at the beginning of the fourth quarter.

•	long-lived assets (asset groups) measured at fair value for an impairment assessment,

•	reporting units measured at fair value in the first step of a goodwill impairment test,

•	nonfinancial assets and nonfinancial liabilities measured at fair value in the second step of a goodwill impairment assessment and

•	asset retirement obligations initially measured at fair value.

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•	Level 1 — Inputs are quoted prices in active markets for identical assets or liabilities.

•	Level 2 — Inputs are:

•	Level 3 — Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.

•	$47 million at December 31, 2011; and

•	$45 million at December 31, 2010.

•	closings have occurred,

•	required down payments have been received,

•	title and possession have been transferred to the buyer and

•	all other criteria for sale and profit recognition have been satisfied.

•	$172 million at December 31, 2011; and

•	$159 million at December 31, 2010.

•	$120 million at December 31, 2011; and

•	$121 million at December 31, 2010.

•	future tax consequences due to differences between the carrying amounts for financial purposes and the tax bases of certain items and

•	operating loss and tax credit carryforwards.

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•	determine when the differences between the carrying amounts and tax bases of affected items are expected to be recovered or resolved and

•	use enacted tax rates expected to apply to taxable income in those years.

•	cost of benefits provided in exchange for employees’ services rendered during the year;

•	interest cost of the obligations;

•	expected long-term return on fund assets;

•	gains or losses on plan settlements and curtailments;

•	amortization of prior service costs and plan amendments over the average remaining service period of the active employee group covered by the plans; and

•	amortization of cumulative unrecognized net actuarial gains and losses — generally in excess of 10 percent of the greater of the accrued benefit obligation or market-related value of plan assets at the beginning of the year — over the average remaining service period of the active employee group covered by the plans.

•	Salaried employee benefits are based on each employee’s highest monthly earnings for five consecutive years during the final 10 years before retirement.

•	Hourly and union employee benefits generally are stated amounts for each year of service.

•	Union employee benefits are set through collective-bargaining agreements.

•	U.S. pension plans — according to the Employee Retirement Income Security Act of 1974; and

•	Canadian pension plans — according to the applicable Provincial Pension Benefits Act and the Income Tax Act.

•	seven primary hardwood mills with a total capacity of 300 million board feet,

•	four concentration yards,

•	three remanufacturing plants,

•	one log merchandising yard and

•	sales office in the U.S., Canada, Japan, China and Hong Kong.

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•	$0.62 in 2011,

•	$4.00 in 2010 and

•	$(2.58) in 2009.

•	$0.61 in 2011,

•	$3.99 in 2010 and

•	$(2.58) in 2009.

•	how we calculate basic and diluted net earnings per share and

•	our shares with an antidilutive effect.

•	weighted average number of our outstanding common shares and

•	the effect of our outstanding dilutive potential common shares.

•	outstanding stock options,

•	restricted stock units or

•	performance share units.

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•	Timberlands — 15 years;

•	Wood products manufacturing facilities — 20 years; and

•	Primary pulp mills — 25 years.

•	$361 million in 2011,

•	$391 million in 2010 and

•	$416 million in 2009.

•	Forest Products equity affiliates and

•	Real Estate equity affiliates.

•	provide a varying mix of goods and services to some of our affiliates and

•	buy finished products from some of our affiliates.

•	raw materials,

•	management and marketing services,

•	support services and

•	shipping services.

•	$75 million at December 31, 2011; and

•	$57 million at December 31, 2010.

•	types of plans we sponsor,

•	significant transactions and events affecting plans we sponsor,

•	funded status of plans we sponsor,

•	pension assets,

•	activity of plans we sponsor and

•	actuarial assumptions.

•	qualified — plans that qualify under the Internal Revenue Code; and

•	nonqualified — plans for select employees that provide additional benefits not qualified under the Internal Revenue Code.

•	registered — plans that are registered under the Income Tax Act and applicable provincial pension acts; and

•	nonregistered — plans for select employees that provide additional benefits that may not be registered under the Income Tax Act or provincial pension acts.

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•	The amendment to the other postretirement benefit plans for certain retirees in the U.S. required re­measurement of the plans’ liabilities as of November 30, 2009.

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•	The amendment to the other postretirement benefit plans for certain retirees and employees in Canada required remeasurement of the plans’ liabilities as of August 31, 2009.

•	The volume of lump sum distributions from our U.S. qualified pension plan for salaried employees required remeasurement of the plan’s assets and liabilities as of August 31, 2009, the date the settlement was triggered.

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•	$5.8 billion in projected benefit obligations,

•	$5.7 billion in accumulated benefit obligations and

•	assets with a fair value of $4.7 billion.

•	$1.1 billion in projected benefit obligations,

•	$1.0 billion in accumulated benefit obligations and

•	assets with a fair value of $639 million.

•	$5.7 billion at December 31, 2011; and

•	$5.1 billion at December 31, 2010.

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•	U.S. Pension Trust — funds our U.S. qualified pension plans;

•	Canadian Pension Trust — funds our Canadian registered pension plans; and

•	Retirement Compensation Arrangements — fund a portion of our Canadian nonregistered pension plans.

•	directly in a diversified mix of nontraditional investments; and

•	indirectly through derivatives to promote effective use of capital, increase returns and manage associated risk.

•	cash and short-term investments,

•	hedge funds,

•	private equity,

•	real estate fund investments and

•	common and preferred stocks.

•	equity index derivatives,

•	fixed income derivatives and

•	swaps and other derivative instruments.

•	returns earned on our direct investments and

•	returns earned on the derivatives we use.

•	50 percent to our investments in a portfolio of equities; and

•	50 percent to a noninterest-bearing refundable tax account held by Canada Revenue Agency — as required by Canadian tax rules.

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•	selection and diversification of managers and strategies,

•	use of limited-liability vehicles,

•	diversification and

•	constraining risk profiles to predefined limits on the percentage of pension trust assets that can be invested in certain categories.

•	diversification of counterparties,

•	predefined settlement and margining provisions and

•	documented agreements.

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•	approximately $60 million to our U.S. qualified pension plan for 2012, which is payable by September 15, 2013;

•	approximately $20 million to our U.S. nonqualified pension plans; and

•	approximately $83 million for required contributions to our Canadian registered and nonregistered pension plans.

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•	discount rates in the U.S. and Canada, including discount rates used to value lump sum distributions;

•	rates of compensation increases for our salaried and hourly employees in the U.S. and Canada; and

•	estimated percentages of eligible retirees who will elect lump sum payments of benefits.

•	discount rates in the U.S. and Canada, including discount rates used to value lump sum distributions;

•	expected returns on our plan assets;

•	rates of compensation increases for our salaried and hourly employees in the U.S. and Canada; and

•	estimated percentages of eligible retirees who will elect lump sum payments of benefits.

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•	qualified and registered pension plans and

•	nonregistered plans.

•	a 7.75 percent assumed return from direct investments and

•	a 1.25 percent assumed return from derivatives.

•	requires a high degree of judgment,

•	uses our historical fund returns as a base and

•	places added weight on more recent pension plan asset performance.

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•	historical experience and

•	future return expectations.

•	6.8 percent in the U.S. and

•	7.3 percent in Canada.

•	a percentage of the employer contributions paid into the plan on the eligible employee's behalf or

•	a formula considering an eligible employee's service, the total contributions paid on their behalf plus a benefit based on the value of an eligible employee's account.

•	Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.

•	If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.

•	If we choose to stop participating in some of the multiemployer plans, we may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.

•	$4 million in 2011,

•	$4 million in 2010 and

•	$3 million in 2009.

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•	$19 million in 2011,

•	$12 million in 2010 and

•	$15 million in 2009.

•	Forest Products special-purpose entities (SPEs) and

•	Real Estate variable interest entities (VIEs).

•	Assets of the SPEs are not available to satisfy our liabilities or obligations.

•	Liabilities of the SPEs are not our liabilities or obligations.

•	Interest expense on SPE debt of:

•	Interest income on SPE investments of:

•	$110 million in 2012,

•	$184 million in 2013,

•	$253 million in 2019 and

•	$362 million in 2020.

•	$96 million in 2012,

•	$160 million in 2013,

•	$209 million in 2019 and

•	$302 million in 2020.

•	determine the budget and scope of land development work, if any;

•	control financing decisions for the VIE; and

•	acquire additional land into the VIE or dispose of land in the VIE not already under contract.

•	lines of credit and

•	other letters of credit and surety bonds.

•	The entire amount is available to Weyerhaeuser Company.

•	$50 million of the amount is available to Weyerhaeuser Real Estate Company (WRECO).

•	Neither Weyerhaeuser Company nor WRECO is a guarantor of the borrowing of the other.

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•	Forest Products long-term debt and the portion due within one year,

•	Real Estate long-term debt and the portion due within one year and

•	long-term debt maturities.

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•	debt and

•	other financial instruments.

•	market approach — based on quoted market prices we received for the same types and issues of our debt; or

•	income approach — based on the discounted value of the future cash flows using market yields for the same type and comparable issues of debt.

•	the short-term nature of these instruments,

•	carrying short-term investments at expected net realizable value and

•	the allowance for doubtful accounts.

•	legal proceedings,

•	environmental matters and

•	commitments and other contingencies.

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•	is subject to a great many variables and

•	cannot be predicted with any degree of certainty.

•	could have a material adverse effect on our results of operations, cash flows or financial position in any given quarter or year; but

•	will not have a material adverse effect on our long-term results of operations, cash flows or financial position.

•	site remediation and

•	asset retirement obligations.

•	are a party to various proceedings related to the cleanup of hazardous waste sites and

•	have been notified that we may be a potentially responsible party related to the cleanup of other hazardous waste sites for which proceedings have not yet been initiated.

•	new information on any site concerning implementation of remediation alternatives,

•	updates on prior cost estimates and new sites and

•	costs incurred to remediate sites.

•	is much less certain than the estimates on which our accruals currently are based and

•	uses assumptions that are less favorable to us among the range of reasonably possible outcomes.

•	assumed we will not bear the entire cost of remediation of every site,

•	took into account the ability of other potentially responsible parties to participate and

•	considered each party’s financial condition and probable contribution on a per-site basis.

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•	guarantees of debt and performance,

•	purchase obligations for goods and services and

•	operating leases.

•	$63 million in 2012,

•	$31 million in 2013,

•	$31 million in 2014,

•	$9 million in 2015,

•	$2 million in 2016 and

•	$7 million beyond 2016.

•	are enforceable and legally binding,

•	specify all significant terms and

•	cannot be canceled without penalty.

•	fixed or minimum quantities to be purchased;

•	fixed, minimum or variable price provisions; and

•	an approximate timing for the transaction.

•	stumpage and log purchases,

•	energy and

•	other service and supply contracts.

•	$47 million in 2011,

•	$55 million in 2010 and

•	$92 million in 2009.

•	various equipment — including logging equipment, lift trucks, automobiles and office equipment;

•	office and wholesale space;

•	model homes; and

•	real estate ground lease.

•	$35 million in 2012,

•	$29 million in 2013,

•	$22 million in 2014,

•	$13 million in 2015,

•	$11 million in 2016 and

•	$108 million beyond 2016.

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•	preferred and preference shares,

•	common shares,

•	Special Dividend,

•	share-repurchase programs, and

•	cumulative other comprehensive loss.

•	7 million preferred shares with a par value of $1 per share and

•	40 million preference shares with a par value of $1 per share.

•	dividend rates,

•	redemption rights,

•	conversion terms,

•	sinking-fund provisions,

•	values in liquidation and

•	voting rights.

•	new shares are issued,

•	stock options are exercised,

•	restricted stock units vest,

•	shares are tendered,

•	shares are repurchased or

•	shares are canceled.

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•	$25 million in 2011,

•	$24 million in 2010 and

•	$26 million in 2009.

•	our Long-Term Incentive Compensation Plan,

•	how we account for share-based awards,

•	tax benefits of share-based awards,

•	types of share-based compensation and

•	unrecognized share-based compensation.

•	stock options,

•	stock appreciation rights,

•	restricted stock,

•	restricted stock units,

•	performance shares and

•	performance share units.

•	An individual participant may receive a grant of up to 1,327,093 shares in any one calendar year.

•	The exercise price is required to be the market price on the date of the grant.

•	An individual participant may receive a grant of up to 540,584 shares annually.

•	The maximum aggregate number of shares that may be issued as grants is 9.2 million shares.

•	issue new stock into the marketplace and

•	generally do not repurchase shares in connection with issuing new awards.

•	all options, restricted stock units, and performance share units outstanding at December 31, 2011 under the Plan;

•	all options outstanding at December 31, 2011 under earlier plans; and

•	all remaining options, restricted stock units, and performance share units that could be granted under the Plan.

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•	use a fair-value-based measurement for share-based awards, and

•	recognize the cost of share-based awards in our consolidated financial statements.

•	Awards that vest upon retirement — the required service period ends on the date an employee is eligible for retirement, including early retirement.

•	Awards that continue to vest following job elimination or the sale of a business — the required service period ends on the date the employment from the company is terminated.

•	$6 million in 2011,

•	$4 million in 2010 and

•	$9 million in 2009.

•	restricted shares and restricted share units vest,

•	performance shares and performance share units vest,

•	stock options are exercised and

•	stock appreciation rights are exercised.

•	stock options,

•	restricted stock units,

•	performance share units,

•	stock appreciation rights and

•	deferred compensation stock equivalent units.

•	vest over four years of continuous service and

•	must be exercised within 10 years of the grant date.

•	vest ratably over 4 years;

•	vest or continue to vest in the event of death, disability or retirement at an age of at least 62;

•	continue to vest for one year in the event of involuntary termination when the retirement criteria for full or continued vesting have not been met; and

•	stop vesting for all other situations including early retirement prior to age 62.

•	vest upon retirement for employees aged 65 or older, or employees aged 62 – 64 with at least 10 years of service;

•	continue to vest following retirement for employees ages 55 – 61 with at least 10 years of service; and

•	continue to vest following involuntary termination due to job elimination or the sale of a business.

•	vest at the end of four years of continuous service and

•	must be exercised within ten years of the grant date.

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•	historical data — for option exercise time and employee terminations;

•	a Monte-Carlo simulation — for how long we expect granted options to be outstanding; and

•	the U.S. Treasury yield curve — for the risk-free rate. We use a yield curve over a period matching the expected term of the grant.

•	implied volatilities from traded options on our stock,

•	historical volatility of our stock and

•	other factors.

•	are eligible for retirement;

•	will become eligible for retirement during the vesting period; or

•	whose employment is terminated during the vesting period due to job elimination or the sale of a business.

•	vest ratably over four years;

•	immediately vest in the event of death while employed or disability;

•	partially vest upon retirement at an age of at least 62 or job elimination depending on the employment period after grant date; and

•	will be forfeited upon termination of employment in all other situations including early retirement prior to age 62.

•	vest over four years of continuous service; and

•	are forfeited upon termination of employment for any reason, including retirement.

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•	Weyerhaeuser’s cash flow during the first year determined the initial number of units earned and

•	Weyerhaeuser’s relative total shareholder return (TSR) ranking in the S&P 500 during the first two years is used to adjust the initial number of units earned up or down by 20 percent.

•	units vest 50 percent, 25 percent and 25 percent on the second, third and fourth anniversaries of the grant date, respectively, as long as the individual remains employed by the company;

•	units fully vest in the event the participant dies or becomes disabled while employed;

•	a percentage of the units continue to vest upon retirement at age 62 or older or upon job elimination, with the percentage based on the length of time between the grant date and termination of employment; and

•	unvested units will be forfeited upon termination of employment for all other reasons including early retirement prior to age 62.

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•	receives the benefit as a cash award and

•	does not purchase the underlying stock.

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•	$40 million related to non-vested equity-classified share-based compensation arrangements — expected to be recognized over a weighted-average period of approximately 1.8 years; and

•	$1 million related to non-vested liability-classified stock appreciation rights — expected to vest over a weighted-average period of approximately 1.5 years.

•	may choose to defer all or part of their bonus into stock-equivalent units and

•	receive a 15 percent premium if the deferral is for at least five years.

•	have a portion of their annual retainer fee automatically deferred into stock-equivalent units,

•	may choose to defer some or all of the remainder of their annual retainer fee into stock-equivalent units and

•	do not receive a premium for their deferrals.

•	liability-classified awards and

•	re-measured to fair value at every reporting date.

•	1,021,977 as of December 31, 2011;

•	1,027,768 as of December 31, 2010; and

•	430,789 as of December 31, 2009.

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•

2011 — charges include $29 million related to the decision to permanently close four engineered lumber facilities in our Wood Products segment that were previously indefinitely closed. These facilities are located in Albany, Oregon; Dodson, Louisiana; Pine Hill, Alabama; and Simsboro, Louisiana. The fair values of the facilities were determined using significant unobservable inputs (Level 3) based on liquidation values.

•

2010 — charges are primarily related to the decision to permanently close three Wood Products facilities that were previously indefinitely closed. These include an engineered wood products facility in Deerwood, Minnesota, a sawmill in Pine Hill, Alabama and an oriented strand board mill in Wawa, Ontario. The fair values of the assets were determined using significant other observable inputs (Level 2) based on market quotes and significant unobservable inputs (Level 3) based on discounted cash flow models.

•

2009 — charges for Wood Products facilities included $74 million related to engineered wood products facilities in Hazard, Kentucky and Valdosta, Georgia. In addition, charges included $30 million related to corporate-region buildings and $11 million related to a lumber mill in Brazil. The fair values of the assets were determined using significant other observable inputs (Level 2) based on market quotes and significant unobservable inputs (Level 3) based on discounted cash flow models.

•	the number of projects that were tested for recoverability as a result of triggering events that occurred during the period,

•	the number of projects for which impairment charges were recognized in the period,

•	the amount of real estate impairment charges attributable to Weyerhaeuser shareholders that were recognized in the period and

•	additional information about the fair value of assets impaired in the period.

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•	includes both recurring and occasional income and expense items and

•	can fluctuate from year to year.

•	earnings (loss) before income taxes,

•	provision for income taxes,

•	effective income tax rate,

•	deferred tax assets and liabilities and

•	unrecognized tax benefits.

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•	net operating loss carryforwards,

•	valuation allowances and

•	reinvestment of undistributed earnings.

•	$815 million, which expire from 2012 through 2031; and

•	$133 million, which do not expire.

•	$7 million increase due to additional foreign losses and

•	$3 million decrease due to the change in expectations of future use of state net operating loss carryforwards.

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•	sales to and revenues from unaffiliated customers,

•	export sales from the U.S., and

•	long-lived assets.

•	pulp, liquid packaging board, logs, lumber and wood chips to Japan;

•	pulp, logs and lumber to other Pacific Rim countries; and

•	pulp to Europe.

•	goodwill,

•	timber and timberlands and

•	property and equipment, including construction in progress.

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