---

---

•	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 single-family home building 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 and

•	Real Estate.

---

•	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 applications.

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

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

•	12,350 employed in North America and

•	850 employed by our operations outside of North America.

•	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.

•	thousand board feet (MBF) — used in the West to measure the expected lumber recovery from a tree or log, but this measure 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.

---

---

---

•	$1.1 billion in 2012 — up 3 percent from 2011; and

•	$1.0 billion in 2011.

•	$683 million in 2012 — up 6 percent from 2011; and

•	$646 million in 2011.

---

•	Sales volumes in the West increased 631 thousand cubic meters — 12 percent — primarily due to strong export and domestic 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 696 thousand cubic meters — 14 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 increased 52 thousand cubic meters — 11 percent — in 2012. This increase in volume to unaffiliated customers primarily was due to increased demand.

•	Sales volumes from our international operations increased 29 thousand cubic meters — 9 percent — in 2012. This increase in volume was mainly due to increased domestic demand in Uruguay.

•	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.

---

•	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;

•	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, oriented strand board (OSB) and engineered building materials to Asia.

•	Structural lumber

•	Engineered lumber

•	Oriented strand board

•	Softwood plywood

---

---

•

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.

---

•	improving our cost competitiveness through operational excellence;

•	expanding our target customer base in both residential and nonresidential markets;

•	increasing our presence in geographies outside of North America; 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

•	is largely energy self sufficient, with 83 percent of its energy derived from black liquor produced at the mills and biomass.

•	Pulp Manufacturing

•	Pulp Converting

•	Liquid packaging board

---

•	growth of the world gross domestic product and

•	demand for absorbent hygiene products and paper.

•	decreased demand,

•	a weak world economic environment and

•	the strengthening of the U.S. dollar.

---

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

•	focusing capital investments on product quality, cost reduction and green energy opportunities;

•	driving growth of new products that expand and improve the range of applications for cellulose fibers; and

•	maximizing margin through increased sales of specialty chemical cellulose pulp.

•	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 20 percent of total Real Estate revenues annually.

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

---

•	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, through both internal absorption of lots for homebuilding and sales to third parties.

---

•	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 and

•	various related permit programs.

•	forest practices and environmental regulations and

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

•	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, gopher frog and American burying beetle in the South or Southeast.

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

•	regulatory actions by federal or state agencies to protect these species and their habitat and

•	citizen suits under the ESA.

•	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 population of woodland caribou under the SARA.

•	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.

---

•	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 and

•	supplemental MACT standards for plywood and composite products.

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

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

•	issued a final rule deferring until mid-2014 greenhouse gas permitting requirements for carbon dioxide emissions from biomass; and

•	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 31 percent considering changes in the asset portfolio according to 2011 data, compared to our 2000 baseline.

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

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

•	establishment of a multistate or federal greenhouse gas emissions reduction trading systems 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 was 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

---

•	are based on various assumptions we make and

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

•	improved selling prices for Western domestic and export logs, a seasonal decline in Southern fee harvest volumes, decreased earnings from dispositions of non-strategic timberlands and comparable earnings in our Timberlands segment excluding dispositions of non-strategic timberlands;

•	increased average sales realizations for lumber and oriented strand board, seasonally higher sales volumes across all product lines, improved operating rates, higher raw material costs and significantly higher earnings in our Wood Products segment;

•	increased maintenance expense, slightly higher average selling prices for pulp and lower earnings in our Cellulose Fibers segment; and

•	seasonally lower home closings, comparable margins, decreased selling expenses due to lower closing volumes and a slight profit from single-family homebuilding in our 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.

•	the effect of general economic conditions, including employment rates, housing starts, interest rate levels, 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 U.S. and international economic conditions;

•	performance of our manufacturing operations, including maintenance requirements;

•	level of competition from domestic and foreign producers;

•	raw material prices;

•	the effect of weather;

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

•	energy prices;

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

•	transportation costs;

•	federal tax policies;

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

•	legal proceedings;

•	performance of pension fund investments and related derivatives;

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

•	changes in accounting principles; 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.

---

---

•	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.

---

•	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 and other silvicultural activities;

•	forestry operations and endangered species habitat protection;

•	surface water management;

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

•	the cleanup of contaminated sites;

•	landfill operation and closure obligations;

•	building codes; and

•	health and safety matters.

---

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

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

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

---

---

•	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.

---

•	New York Stock Exchange and

•	Chicago Stock Exchange

•	Assumes $100 invested on December 31, 2007 in Weyerhaeuser common stock, the S&P 500 Index and the S&P Global Timber & Forestry Index.

•	Total return assumes dividends received are reinvested at month end.

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

---

(1)	In addition to our discontinued operations that are presented in Note 3: Discontinued Operations in the Notes to Consolidated Financial Statements, 2008 contains the results of our Containerboard, Packaging and Recycling segment, which was sold in 2008.

---

•	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.

---

•

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 effective income tax rate also decreased beginning in 2010, due to lower taxes on REIT qualifying timberlands income.

---

---

•	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.

•	Wood Products segment sales increased $782 million, primarily due to higher sales volumes across all major product lines and improved selling prices for structural lumber, OSB and plywood.

•	Real Estate segment sales increased $232 million, primarily due to the sale of a 3,200 acre master planned community in Houston, Texas, sale of commercial acreage and multi-family lots in southern California and increased home closings.

•	a $355 million increase in gross margin from our Wood Products segment, primarily due to higher price realizations for lumber, OSB and plywood;

•	a $103 million pretax gain recognized in 2012 related to a postretirement plan amendment;

•	charges for restructuring, closures and asset impairments decreased $51 million; and

•	a $48 million increase in gross margin from our Real Estate segment, primarily due to increased contributions from land and lot sales.

•	a $240 million decrease in gross margin from our Cellulose Fibers segment, primarily due to lower pulp price realizations;

•	a pretax gain of $152 million on the sale of 82,000 acres of non-strategic timberlands in 2011; and

•	a $117 million increase in income taxes due to higher income in our TRS in 2012 compared to 2011, and lower tax benefits primarily due to foreign tax credits recognized in 2011.

•	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 increased $52 million, as a result of increased volumes sold of structural lumber and OSB.

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

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

---

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

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

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

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

•	a $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;

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

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

•	Southern log sales increased $37 million due to increased sales volumes of 14 percent and increased price realizations of 4 percent, as a result of increased harvest levels in response to increased third party demand.

•	Sales from our international operations increased $20 million, primarily due to increased plywood prices of 16 percent and a 33 percent increase in plywood sales volumes.

•	Western log sales increased by $14 million due to increased sales volumes of 12 percent, partially offset by lower export and domestic log prices.

•	a $22 million decrease in minerals, oil and gas revenue primarily due to lower natural gas prices; and

•	a $21 million decrease in timberland exchanges.

---

•	a $23 million increase due to higher sales volumes in the West and South, partially offset by lower log prices in the South; and

•	a $14 million increase due to increased Canadian log and chip sales volumes.

•	a $152 million decrease due to the sale of 82,000 acres of non-strategic timberlands in 2011;

•	a $36 million decrease as the mix of export log sales compared to domestic log sales decreased in the West and both domestic and export log prices were lower in the West;

•	a $22 million decrease in mineral income, primarily as a result of lower natural gas prices;

•	a $15 million decrease due to fewer timberland exchanges and higher and better-use land sales; and

•	a $12 million increase in operating costs in the West, primarily due to increased logging and maintenance costs.

•	a $46 million increase, primarily due to higher sales volumes and demand for domestic and export logs and an increase in harvest levels of 9 percent in the West and 18 percent in the South;

•	a $10 million increase in earnings from our international operations, primarily due to higher plywood prices and sales volumes; and

•	a $7 million increase due to higher log prices in the South.

•	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.

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

•	a $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.

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

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

•	a $59 million increase due to increased harvest levels of 18 percent in the West and 19 percent in the South.

•	increased operating costs of $33 million, primarily due to higher fuel and silviculture costs;

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

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

---

•	Structural lumber shipment volumes increased 12 percent and average price realizations increased 15 percent.

•	OSB shipment volumes increased 27 percent and average price realizations increased 36 percent.

•	Engineered solid section shipment volumes increased 25 percent.

•	Engineered I-joints shipment volumes increased 19 percent.

•	Softwood plywood shipment volumes increased 37 percent and average price realizations increased 28 percent.

•	Other products produced increased 18 percent.

•	Other products purchased for resale increased 28 percent.

•	a $363 million increase as higher lumber, OSB and plywood price realizations more than offset lower prices for engineered I-joists and engineered solid section:

•	a $58 million decrease in charges for restructuring, closures and asset impairments;

•	a $25 million loss from discontinued operations included in 2011 earnings; and

•	a $23 million increase in sales volumes across all products.

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

---

•	OSB average price realizations decreased 13 percent.

•	Engineered solid section shipment volumes decreased 6 percent.

•	Engineered I-joints shipment volumes decreased 12 percent.

•	Other products purchased for resale decreased primarily as a result of ceasing to offer a composite decking product line.

•	Structural lumber shipment volumes increased 7 percent.

•	OSB shipment volumes increased 28 percent, primarily due to the re-opening of our Hudson Bay, Saskatchewan facility.

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

•	a $83 million decrease in manufacturing costs, primarily due to increased operating rates;

•	selling and general administrative costs decreased $58 million, primarily due to previous cost reduction efforts;

•	charges for restructuring, closures and asset impairments decreased $49 million; and

•	an increase in by-product sales of $32 million.

•	a $66 million decrease due to lower sales price realizations, primarily for OSB and structural lumber;

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

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

•	a $33 million increase in charges related to the sale of our hardwoods operations; and

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

•	Pulp price realizations decreased $108 per ton — 12 percent — resulting from weak global economies and a weak euro. The effect of the price decrease was partially offset by an improved sales mix to higher valued products.

•	Sales volumes for liquid packaging board decreased 8,000 tons — 3 percent as the result of weaker demand in Japan.

•	a $190 million decrease due to lower pulp price realizations, partially offset by an improved sales mix to higher value products; and

•	a $35 million increase in chemical, freight, warehousing and other operating costs.

---

•	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.

•	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.

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

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

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

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

•	a $33 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

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

•	Single-family housing revenues increased $102 million. Home closings increased 21 percent to 2,314 in 2012 from 1,912 in 2011. The average price of homes closed declined 6 percent to $376,000 in 2012 from $402,000 in 2011.

•	Revenues from land and lot sales increased $126 million. 2012 included the sale of a 3,200 acre master planned community in Houston, Texas and the sale of commercial acreage and multi-family lots in southern California.

•	a $54 million increase in contribution from land and lot sales; and

•	an $8 million decrease in charges for impairments and restructuring.

•	a $7 million increase in selling expenses, primarily due to volume related increases in sales and marketing costs; and

•	a $7 million decrease in income from loss reserves for adjustments for settled matters.

---

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

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

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

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

•	a $9 million decrease in contribution from partnerships interests.

•	a $16 million decrease in selling, general and administrative expenses as the result of lower closing volumes and ongoing cost reduction efforts;

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

•	a $10 million decrease in impairments and restructuring charges.

---

•	$348 million in 2012,

•	$384 million in 2011 and

•	$452 million in 2010.

•	$187 million in 2012,

•	$583 million in 2011 and

•	$627 million in 2010.

•	$26 million in 2011 and

•	$50 million in 2010.

•	$55 million in 2012,

•	$(62) million in 2011 and

•	$(1,192) million in 2010.

•	a $36 million tax charge related to a previously announced postretirement plan amendment and

•	a $12 million tax benefit related to income tax settlements.

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

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

•	a $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.

---

•	$581 million in 2012,

•	$291 million in 2011 and

•	$689 million in 2010.

•	Cash we received from customers in our Wood Products and Real Estate segments increased $931 million, primarily due to increased sales and cash received of $120 million for land and lot sales.

•	Cash paid for interest decreased $69 million, primarily due to the early retirement of $518 million of debt in 2011. We paid interest of $351 million in 2012 compared to $420 million in 2011.

•	Net cash inflows related to income taxes increased $41 million. We received income tax refunds of $13 million in 2012 and paid $28 million in 2011.

•	Cash paid to employees, suppliers and others increased $638 million in our Wood Products and Real Estate segments due to increased production.

•	Cash we received from customers in our Cellulose Fibers segment decreased $129 million due to decreased sales.

•	Cash paid to employees, suppliers and others increased $517 million in our Timberlands, Wood Products and Cellulose Fibers segments due to increased production rates in our Timberlands and Wood Products segments and higher production costs in our Cellulose Fibers segment.

•	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 we received from customers in our Timberlands and Cellulose Fibers segments increased $356 million, primarily due to increased sales.

•	Pension and postretirement contributions decreased $137 million, primarily due to a contribution of approximately $150 million to our U.S. qualified pension plans in 2010. These contributions were $143 million in 2011 compared to $280 million in 2010.

•	Cash paid to employees, suppliers and others decreased $86 million in our Real Estate segment due to fewer home closings.

•	contributed $89 million to our Canadian registered and nonregistered pension plans in accordance with minimum funding rules and respective provincial regulations;

•	made benefit payments of $21 million related to our U.S. nonqualified pension plans; and

•	made benefit payments of $35 million related to our U.S. and Canadian other postretirement plans.

•	be required to contribute approximately $88 million to our Canadian registered and nonregistered pension plans;

•	make benefit payments of $19 million related to our U.S. nonqualified pension plans; and

•	make benefit payments of $37 million related to our U.S. and Canadian other postretirement plans.

•	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,

•	environmental regulations,

•	weather and

•	timing of equipment purchases.

•	$80 million in 2012 for the sale of various non-strategic assets.

•	$362 million in 2011 including:

•	$213 million in 2010 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.

•	$4.3 billion as of December 31, 2012;

•	$4.5 billion as of December 31, 2011; and

•	$5.7 billion as of December 31, 2010.

•	$187 million in 2012,

•	$33 million in 2011 and

•	$43 million in 2010.

•	$550 million in 2011 and

•	$589 million in 2010.

•	$26 million in 2011 and

•	$50 million in 2010.

---

•	$156 million in first quarter 2013,

•	$21 million in second quarter 2013,

•	$163 million in third quarter 2013 and

•	$69 million in fourth quarter 2013.

•	had no borrowings outstanding under our credit facility and

•	were in compliance with the credit facility covenants.

•	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,

•	excluding 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 45.6 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 $917 million and

•	a defined debt-to-total-capital ratio of 46.9 percent.

•	$112 million in 2012, and

•	$38 million in 2011.

---

•	$334 million in 2012,

•	$323 million in 2011 and

•	$608 million in 2010.

•	the Special Dividend paid on September 1, 2010, see Note 16: Shareholders' Interest in the Notes to Consolidated Financial Statements for more information;

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

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

•	an increase in our quarterly dividend from 15 cents per share to 17 cents per share in November 2012.

•	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; and

•	legal, environmental and product liability reserves.

•	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 and

•	discount rates.

•	the net compounded annual return of 11.5 percent achieved by our U.S. pension trust investment strategy the past 10 years and

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

•	$21 million for our U.S. qualified pension plans and

•	$4 million for our Canadian registered pension plans.

---

•	3.7 percent for our U.S. pension plans — compared with 4.5 percent at December 31, 2011;

•	3.0 percent for our U.S. postretirement plans — compared with 4.1 percent at December 31, 2011;

•	4.1 percent for our Canadian pension plans — compared with 4.9 percent at December 31, 2011; and

•	4.0 percent for our Canadian postretirement plans — compared with 4.8 percent at December 31, 2011.

•	$26 million for our U.S. qualified pension plans and

•	$4 million for our Canadian registered pension 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.

•	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.

---

•	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.

---

---

---

---

---

---

---

---

•	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 building single-family homes.

---

•	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 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.

•	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.

•	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.

---

•	$15 million at December 31, 2012; and

•	$47 million at December 31, 2011.

•	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.

•	$192 million at December 31, 2012; and

•	$172 million at December 31, 2011.

•	$112 million at December 31, 2012; and

•	$120 million at December 31, 2011.

•	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.

•	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 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.

•	$0.71 in 2012,

•	$0.62 in 2011 and

•	$4.00 in 2010.

---

•	$0.71 in 2012,

•	$0.61 in 2011 and

•	$3.99 in 2010.

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

•	shares excluded from dilutive 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.

---

•	Timberlands — 15 years;

•	Wood products manufacturing facilities — 20 years; and

•	Primary pulp mills — 25 years.

•	$332 million in 2012,

•	$361 million in 2011 and

•	$391 million in 2010.

•	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.

•	$102 million at December 31, 2012; and

•	$75 million at December 31, 2011.

---

•	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.

---

---

---

•	$6.6 billion in projected benefit obligations,

•	$6.4 billion in accumulated benefit obligations and

•	assets with a fair value of $5 billion.

•	$5.8 billion in projected benefit obligations,

•	$5.7 billion in accumulated benefit obligations and

•	assets with a fair value of $4.7 billion.

•	$6.4 billion at December 31, 2012; and

•	$5.7 billion at December 31, 2011.

•	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 the Canada Revenue Agency — as required by Canadian tax rules.

•	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.

---

---

---

•	be required to contribute approximately $88 million to our Canadian registered and nonregistered pension plans; and

•	make benefit payments of approximately $19 million to our U.S. nonqualified pension plans.

---

•	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.

---

•	qualified and registered pension plans and

•	nonregistered plans.

•	a 7.3 percent assumed return from direct investments and

•	a 1.7 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.

•	historical experience and

•	future return expectations.

---

•	6.7 percent in the U.S. and

•	7.1 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 2012,

•	$4 million in 2011 and

•	$4 million in 2010.

---

•	$19 million in 2012,

•	$19 million in 2011 and

•	$12 million in 2010.

•	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 notes of:

•	Interest income on SPE investments of:

•	$184 million in 2013,

•	$253 million in 2019 and

•	$362 million in 2020.

•	$161 million in 2013,

•	$209 million in 2019 and

•	$302 million in 2020.

---

•	direct entitlement of land,

•	determine the budget and scope of land development work,

•	perform land development activities,

•	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.

---

•	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.

---

•	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.

•	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.

---

•	guarantees of debt and performance,

•	purchase obligations for goods and services and

•	operating leases.

•	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.

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

•	office and wholesale space;

•	model homes; and

•	real estate ground lease.

---

•	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,

•	stock-equivalent units are paid out,

•	shares are tendered,

•	shares are repurchased or

•	shares are canceled.

---

•	$37 million in 2012,

•	$25 million in 2011 and

•	$24 million in 2010.

•	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, 2012 under the Plan;

•	all options outstanding at December 31, 2012 under earlier plans; and

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

•	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.

•	$9 million in 2012,

•	$6 million in 2011 and

•	$4 million in 2010.

•	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.

•	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.

---

•	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.

---

•	receives the benefit as a cash award and

•	does not purchase the underlying stock.

---

•	$42 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 1.2 years.

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

•	may choose to defer part of their salary, except for executive officers; and

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

•	receive a portion of their annual retainer fee in the form of restricted stock units, which vest over one year and may be 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.

•	971,650 as of December 31, 2012;

•	1,021,977 as of December 31, 2011; and

•	1,027,768 as of December 31, 2010.

---

•	2012 — charges are primarily related to unutilized assets held in Unallocated Items that were sold or are currently held for sale. 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.

•

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.

---

•	includes both recurring and occasional income and expense items and

•	can fluctuate from year to year.

•	earnings before income taxes,

•	provision for income taxes,

•	effective income tax rate,

•	deferred tax assets and liabilities and

•	unrecognized tax benefits.

---

---

•	net operating loss carryforwards,

•	valuation allowances and

•	reinvestment of undistributed earnings.

•	$858 million, which expire from 2013 through 2032; and

•	$111 million, which do not expire.

•	$4 million increase due to additional foreign losses and

•	$1 million increase due to the change in expectations of future use of state net operating loss carryforwards and state credits.

---

•	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.

---

---

---

---

---

---

---

---

---

---

---