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•	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.

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•	significant multiemployer plans in which an employer participates, including plan names and identifying number;

•	level of an employer's participation in the plans, including the employer's contributions made to the plans and an indication of whether the employer's contributions represent more than five percent of the total contributions made to the plan by all contributing employers;

•	financial health of the significant multiemployer plans, including an indication of the funded status, whether funding improvement plans are pending or implemented and whether the plan has imposed surcharges on the contributions to the plan; and

•	nature of the employer commitments to the plan, including when the collective-bargaining agreements that require contributions to the plans are set to expire and whether those agreements require minimum contributions to be made to the plans.

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

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•	Timberlands – which includes logs; timber; minerals, oil and gas; and international wood products;

•	Wood Products – which includes softwood lumber, engineered lumber, structural panels and building materials distribution;

•	Cellulose Fibers – which includes pulp, liquid packaging board and an equity interest in a newsprint joint venture; and

•	Real Estate – which includes real estate development, construction and sales.

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•	$0.29 during third quarter and $0.49 during year-to-date 2011; and

•	$3.52 during third quarter and $4.49 during year-to-date 2010.

•	$0.29 during third quarter and $0.49 during year-to-date 2011; and

•	$3.50 during third quarter and $4.48 during year-to-date 2010.

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•	weighted average number of our outstanding common shares and

•	the effect of our outstanding dilutive potential common shares.

•	outstanding stock options,

•	restricted stock units and

•	performance share units.

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•	options vest ratably over 4 years;

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

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

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

•	restricted stock units vest ratably over 4 years;

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

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

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

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•	Weyerhaeuser’s cash flow during the first year and

•	Weyerhaeuser’s relative total shareholder return (TSR) ranking in the S&P 500 during the first two years.

•	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 of death while employed or disability;

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

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

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•	includes both recurring and occasional income and expense items and

•	can fluctuate from year to year.

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•	market approach – based on quoted market prices 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.

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•	$20 million increase in the pension asset;

•	$86 million decrease in the liability for deferred pension;

•	$38 million increase in the liability for deferred income taxes; and

•	$68 million net decrease in cumulative other comprehensive loss, which resulted in an increase in total Weyerhaeuser shareholders' interest.

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

•	contribute $19 million to our U.S. nonqualified pension plans and have no required contribution to the U.S. qualified plan; and

•	make benefit payments of $44 million to our U.S. and Canadian other postretirement plans.

•	legal proceedings and

•	environmental matters.

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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,

•	asset retirement obligations,

•	regulation of air emissions in the U.S. and

•	regulation of water in the U.S.

•	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.

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•	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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•	(17.9) percent for 2011 and

•	16.8 percent for 2010.

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•	are based on various assumptions we make and

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

•	reduced fee harvest volumes, lower selling prices for Western logs, seasonally higher road and silviculture expenses and lower earnings in our Timberlands segment excluding earnings from disposition of non-strategic timberlands;

•	seasonally weaker market conditions, lower selling prices for lumber and oriented strand board, reduced sales volumes and operating rates across all products lines and a larger loss from continuing operations in our Wood Products segment excluding special items;

•	lower selling prices for pulp, slightly higher shipment volumes and slightly lower earnings in our Cellulose Fibers segment; and

•	higher earnings from single-family homebuilding operations and seasonally higher home closing volume in our Real Estate segment.

•	the economy;

•	foreign exchange rates, primarily the Canadian dollar and Euro;

•	adverse litigation outcomes and the adequacy of reserves;

•	regulations;

•	changes in accounting principles;

•	the effect of implementation or retrospective application of accounting methods;

•	contributions to pension plans;

•	projected benefit payments;

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•	projected tax rates;

•	IRS audit outcomes and timing of settlements; and

•	other related matters.

•	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 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 prices;

•	energy prices;

•	transportation costs;

•	the effect of weather;

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

•	federal tax policies;

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

•	legal proceedings;

•	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;

•	performance of pension fund investments and related derivatives; and

•	other factors described under “Risk Factors” in our annual report on Form 10-K.

•	economic activity in Europe and Asia – particularly Japan and China;

•	currency exchange rates – particularly the relative value of the U.S. dollar to the Canadian dollar, Euro and Yen; and

•	restrictions on international trade or tariffs imposed on imports.

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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.

•	Net sales and revenues and operating income included in Consolidated Results below exclude the results of discontinued operations.

•	Net sales and revenues and net contribution to earnings reported in the individual segment discussions that follow include the results of discontinued operations. Refer to Note 3: Discontinued Operations for a discussion of which segments include the results of our discontinued operations.

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•	Wood Products segment sales increased $66 million, primarily due to higher price realizations and shipment volumes for structural lumber and higher shipment volumes for oriented stranded board (OSB); and

•	Timberlands segment sales increased $12 million, primarily due to higher log prices and volumes sold, partially offset by lower revenue from land exchanges.

•	$1,043 million reversal of certain deferred income tax liabilities as a result of our conversion to a REIT in 2010;

•	$35 million decrease in gross margin, primarily due to increased operating costs in our Cellulose Fibers segment and increased pension and postretirement costs in our Corporate and Other segment partially offset by increased operating rates in our Wood Products segment; and

•	$25 million increase in restructuring, closure and asset impairment charges, primarily due to impairments recognized in our Wood Products segment.

•	$83 million tax benefit related to foreign tax credits in 2011;

•	$26 million decrease in selling, general and administrative expenses; and

•	$20 million increase in net earnings of discontinued operations, primarily due to the gain on the sale of Westwood Shipping Lines partially offset by the loss on the sale of our hardwoods operations.

•	Cellulose Fibers segment sales increased $135 million, primarily due to higher pulp prices and

•	Timberlands segment sales increased $103 million, primarily due to higher log prices and volumes sold.

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•	$1,043 million reversal of certain deferred income tax liabilities as a result of our conversion to a REIT in 2010;

•	$31 million decrease in gross margin, primarily due to decreased price realizations for OSB and structural lumber in our Wood Products segment, increased operating costs in our Cellulose Fibers segment and increased pension and postretirement costs in our Corporate and Other segment, partially offset by increased operating rates in our Wood Products segment;

•	$30 million increase in restructuring, closure and asset impairment charges, primarily due to impairments recognized in our Wood Products segment;

•	$23 million net gain on the sale of certain British Columbia forest licenses and associated rights recognized in our Wood Products segment in 2010; and

•	$22 million net gain on the sale of partnership interests in our Real Estate segment in 2010.

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

•	$83 million tax benefit related to foreign tax credits in 2011;

•	$60 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;

•	$28 million tax charge recognized in 2010 related to the federal tax law change for Medicare Part D subsidies; and

•	$27 million decrease in selling, general and administrative expenses.

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(1)	Dispositions of higher and better use timberland and non-strategic timberlands are conducted through Forest Products subsidiaries.

(2)	Includes logs, plywood and hardwood lumber harvested or produced by our international operations, primarily in South America.

•	Western log sales increased by $34 million due to increased sales volumes of 15 percent and increased price realizations of 14 percent as a result of strong export demand.

•	Southern log sales increased by $13 million due to increased sales volumes of 48 percent driven by increased harvest levels and increased sales of logs to third parties.

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•	$32 million decrease due to less land exchanges and higher and better-use land sales;

•	$8 million decrease due to lower prices for logs in the South; and

•	$7 million increase in operating costs, primarily due to higher fuel costs.

•	$19 million increase, primarily due to higher domestic and export prices in the West; and

•	$16 million increase, primarily due to increased harvest levels of 11 percent in the West and 23 percent in the South.

•	Western log sales increased by $89 million due to increased sales volumes of 12 percent and increased price realizations of 14 percent driven by strong export demand.

•	Southern log sales increased by $39 million due to increased sales volumes of 50 percent resulting from increased harvest levels and increased sales of logs to third parties.

•	Sales from our International operations increased by $10 million, primarily due to increased plywood sales volumes of 27 percent.

•	$27 million increase due to increased Canadian log and chip sales volumes and

•	$13 million increase due to higher log prices in the West.

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

•	$65 million increase, primarily due to higher domestic and export prices in the West; and

•	$40 million increase, primarily due to increased harvest levels of 16 percent in both the West and the South.

•	$27 million increase in operating costs, primarily due to higher fuel and silviculture costs;

•	$24 million decrease due to less land exchanges and higher and better-use land sales; and

•	$13 million decrease due to lower prices for logs in the South.

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•	Structural lumber shipment volumes increased 5 percent and average price realizations increased 5 percent.

•	Oriented strand board (OSB) shipment volumes increased 28 percent, primarily due to the re-opening of our Hudson Bay, Saskatchewan facility and increased production at our Grayling, Michigan facility to take advantage of regional market opportunities.

•	$24 million decrease in manufacturing costs, primarily due to increased operating rates;

•	$16 million decrease in selling and administrative costs, primarily due to previous cost reduction efforts and the sale of our hardwoods operations; and

•	$11 million increase, primarily due to higher sales price realizations for structural lumber.

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•	$29 million increase in charges for restructuring, closure and asset impairments; and

•	$13 million in charges related to the sale of our hardwoods operations.

•	Structural lumber average price realizations decreased 4 percent.

•	OSB average price realizations decreased 17 percent.

•	Engineered solid section shipment volumes decreased 12 percent.

•	Engineered I-joists shipment volumes decreased 16 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 24 percent, primarily due to the re-opening of our Hudson Bay, Saskatchewan facility and increased production at our Grayling, Michigan facility to take advantage of regional market opportunities.

•	Engineered solid section average price realizations increased 5 percent.

•	Engineered I-joists average price realizations increased 9 percent.

•	$67 million decrease due to lower sales price realizations, primarily for OSB and structural lumber;

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

•	$33 million increase in charges for restructuring, closure and asset impairments;

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

•	$15 million increase in log costs as domestic prices increased in the West as a result of strong export demand.

•	$58 million decrease in manufacturing costs, primarily due to increased operating rates and

•	$47 million decrease in selling and administrative costs, primarily due to previous cost reduction efforts.

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•	Pulp price realizations decreased $7 per ton – 1 percent – primarily due to increasing global softwood pulp inventories;

•	Sales volumes for pulp decreased 19,000 tons – 4 percent; and

•	Sales volumes for liquid packaging board decreased 4,000 tons – 5 percent.

•	$20 million increase in prices for fiber and chemicals;

•	$15 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

•	$7 million decrease in pulp sales volume due to weaker demand.

•	Pulp price realizations increased by $81 per ton – 9 percent – primarily due to lower global softwood pulp inventories in the first half of the year;

•	Sales volumes for pulp increased 8,000 tons – 1 percent; and

•	Liquid packaging board price realizations increased by $86 per ton – 8 percent – due to a favorable shift in product mix to coated board sales and an increase in market price.

•	$104 million increase due to higher pulp price realizations and

•	$20 million improvement in liquid packaging board price realizations.

•	$53 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

•	$43 million increase, primarily due to rising fiber and chemical costs.

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(1)	Single-family gross margin equals revenue less cost of sales and period costs (other than impairments and deposit write-offs).

•	Revenues from single family housing increased $4 million, as a result of slight increases in closing volume and the average price of homes closed.

•	Revenues from land and lot sales decreased $4 million. Land and lot sales are a routine part of our land development business, but they do not occur evenly throughout the year.

•	$6 million decrease in contribution from partnership interests due to limited activity in third quarter 2011.

•	$3 million decrease in contribution from non-single-family operations, as there were no significant land sales in third quarter 2011.

•	$2 million decrease in contribution from single-family operations. Unit closings increased slightly, but margins declined due to a shift in the mix of homes closed. Changes in mix reflect both changes in product lines (entry-level homes versus move-up products) and changes in geographic markets where the closings occur.

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•	Home closings declined 12 percent to 1,330 in 2011 from 1,519 in 2010.

•	Revenues from land and lot sales decreased $16 million.

•	$33 million decrease in contribution from the sale of partnership interests – first quarter 2010 included the sale of interests in two commercial partnerships;

•	$17 million decrease in contribution from single-family operations due to fewer home closings;

•	$15 million decrease in contribution from land and lot sales; and

•	$11 million decrease in contribution from partnerships interests.

•	$8 million decrease in selling, general and administrative expenses, resulting from both lower closing volumes and ongoing cost reduction efforts; and

•	$5 million increase in single-family operations, primarily related to a change in mix resulting in a higher average price of homes closed.

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

•	$20 million increase due to a 29 percent decrease in our stock price in third quarter 2011, which resulted in lower share-based compensation expense.

•	$24 million increase in pension and postretirement costs, primarily due to the amortization of deferred pension losses; and

•	$21 million change in foreign exchange, primarily as a result of a weaker Canadian dollar relative to the U.S. dollar in 2011.

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•	$77 million increase in pension and postretirement costs, primarily due to the amortization of deferred pension losses;

•	$15 million change in foreign exchange, primarily as a result of a weaker Canadian dollar relative to the U.S. dollar in 2011; and

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

•	$86 million during third quarter and $296 million during year-to-date 2011.

•	$95 million during third quarter and $356 million during year-to-date 2010.

•	(17.9) percent for 2011 and

•	16.8 percent for 2010.

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•	protect the interests of our shareholders and lenders and

•	have access at all times to all major financial markets.

•	viewing the capital structure of Forest Products separately from that of Real Estate given the very different nature of their assets and business activity and

•	minimizing liquidity risk by managing a combination of maturing short-term and long-term debt.

•	basic earnings capacity and

•	liquidity characteristics of their respective assets.

•	cash received from customers;

•	cash paid to employees, suppliers and others;

•	cash paid for interest on our debt; and

•	cash paid for taxes.

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•	$144 million in 2011 and

•	$464 million in 2010.

•	Net cash inflows related to income taxes decreased $465 million. We paid taxes of $21 million in 2011 and received income tax refunds of $444 million in 2010.

•	Cash paid to employees, suppliers and others increased approximately $45 million.

•	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.

(1)	2010 includes the exercise of an option to acquire liquid packaging board extrusion equipment for $21 million, including assumption of liabilities of $4 million.

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•	$192 million for the sale of 82,000 acres of non-strategic timberlands in southwestern Washington;

•	$84 million for the sale of our hardwoods operations (we expect to receive an additional $25 million in 2016 from a note receivable);

•	$58 million for the sale of our Westwood Shipping Lines operations; and

•	$19 million for the sale of other non-strategic assets.

•	$66 million for the sale of Wood Products assets,

•	$40 million for the sale of British Columbia forest licenses and associated rights,

•	$33 million for the sale of partnership interests in our Real Estate segment and

•	$21 million for the sale of other non-strategic assets.

•	issuances and payment of long-term debt,

•	borrowings and payments under revolving lines of credit,

•	changes in our book overdrafts,

•	proceeds from stock offerings and option exercises and

•	payment of cash dividends and repurchasing stock.

•	$550 million in 2011 and

•	$570 million in 2010.

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•	had no borrowings outstanding under the 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 billion and

•	a defined debt-to-total-capital ratio of 46.0 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.

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•	total WRECO defined debt and

•	total WRECO defined net worth.

•	a capital base of $852 million and

•	a defined debt-to-total-capital ratio of 52.2 percent.

•	$242 million in 2011 and

•	$581 million in 2010.

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