10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 __________________________________________________

FORM 10-Q

 __________________________________________________

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2012

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROMTO

COMMISSION FILE NUMBER: 1-4825

 __________________________________________________ 

WEYERHAEUSER COMPANY

 __________________________________________________ 

Washington	91-0470860
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
33663 Weyerhaeuser Way South Federal Way, Washington	98063-9777
(Address of principal executive offices)	(Zip Code)

(253) 924-2345

(Registrant’s telephone number, including area code)

 __________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    o  Yes    x  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    x  Yes    o  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x    Accelerated filer  o    Non-accelerated filer  o    Smaller reporting company  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o  Yes    x  No

As of April 27, 2012, 537,451,746 shares of the registrant’s common stock ($1.25 par value) were outstanding.

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION	1
ITEM 1.	FINANCIAL STATEMENTS:
	CONSOLIDATED STATEMENT OF OPERATIONS	1
	CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME	1
	CONSOLIDATED BALANCE SHEET	2
	CONSOLIDATED STATEMENT OF CASH FLOWS	4
	INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	5
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	6
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (“MD&A”)	16
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	29
ITEM 4.	CONTROLS AND PROCEDURES	30
PART II	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	30
ITEM 1A.	RISK FACTORS	30
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	NA
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	NA
ITEM 4.	MINE SAFETY DISCLOSURES	NA
ITEM 5.	OTHER INFORMATION	NA
ITEM 6.	EXHIBITS	30
	SIGNATURES	31

FINANCIAL INFORMATION

CONSOLIDATED STATEMENT OF OPERATIONS

(DOLLAR AMOUNTS IN MILLIONS EXCEPT PER-SHARE FIGURES)

(UNAUDITED)

	QUARTER ENDED
	MARCH 31, 2012			MARCH 31, 2011
Net sales and revenues	$	1,494		$	1,422
Cost of products sold	1,290			1,177
Gross margin	204			245
Selling, general and administrative expenses	150			172
Research and development expenses	7			7
Charges for restructuring, closures and impairments	12			4
Other operating income, net (Note 6)	(66		)	(174		)
Operating income	101			236
Interest income and other	12			11
Interest expense, net of capitalized interest	(87		)	(93		)
Earnings from continuing operations before income taxes	26			154
Income taxes (Note 13)	15			(56		)
Earnings from continuing operations	41			98
Earnings from discontinued operations, net of income taxes (Note 4)	—			1
Net earnings attributable to Weyerhaeuser common shareholders	$	41		$	99
Earnings per share attributable to Weyerhaeuser common shareholders, basic and diluted (Note 3):
Continuing operations	$	0.08		$	0.18
Discontinued operations	—			—
Net earnings per share	$	0.08		$	0.18
Dividends paid per share	$	0.15		$	0.15
Weighted average shares outstanding (in thousands) (Note 3):
Basic	537,368			537,140
Diluted	539,728			540,476

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(DOLLAR AMOUNTS IN MILLIONS)

(UNAUDITED)

	QUARTER ENDED
	MARCH 31, 2012			MARCH 31, 2011
Net earnings attributable to Weyerhaeuser common shareholders	$	41		$	99
Other comprehensive income (loss):
Foreign currency translation adjustments	11			20
Actuarial gains, net of tax expense of $12 in 2012 and $8 in 2011	23			14
Prior service credits (costs), net of tax expense (benefit) of $30 in 2012 and ($1) in 2011	(70		)	1
Unrealized gains on available-for-sale securities	1			—
Total other comprehensive income (loss)	(35		)	35
Comprehensive income attributable to Weyerhaeuser common shareholders	$	6		$	134

See accompanying Notes to Consolidated Financial Statements.

1

CONSOLIDATED BALANCE SHEET

(DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES)

(UNAUDITED)

	MARCH 31, 2012		DECEMBER 31, 2011
ASSETS
Forest Products:
Current assets:
Cash and cash equivalents	$	726	$	950
Receivables, less allowances of $6 and $6	503		490
Inventories (Note 7)	517		476
Prepaid expenses	80		68
Deferred tax assets	113		81
Total current assets	1,939		2,065
Property and equipment, less accumulated depreciation of $6,663 and $6,550	2,829		2,901
Construction in progress	192		145
Timber and timberlands at cost, less depletion charged to disposals	3,970		3,978
Investments in and advances to equity affiliates	189		192
Goodwill	40		40
Other assets	442		444
Restricted assets held by special purpose entities	914		916
	10,515		10,681
Real Estate:
Cash and cash equivalents	2		3
Receivables, less discounts and allowances of $1 and $2	30		41
Real estate in process of development and for sale	606		555
Land being processed for development	943		936
Investments in and advances to equity affiliates	19		21
Deferred tax assets	246		240
Other assets	113		113
Consolidated assets not owned	—		8
	1,959		1,917
Total assets	$	12,474	$	12,598

See accompanying Notes to Consolidated Financial Statements

2

CONSOLIDATED BALANCE SHEET

(CONTINUED)

	MARCH 31, 2012			DECEMBER 31, 2011
LIABILITIES AND EQUITY
Forest Products:
Current liabilities:
Current maturities of long-term debt (Note 9)	$	167		$	12
Accounts payable	343			336
Accrued liabilities (Note 8)	536			593
Total current liabilities	1,046			941
Long-term debt (Note 9)	4,026			4,181
Deferred income taxes	108			93
Deferred pension and other postretirement benefits	1,470			1,467
Other liabilities	407			408
Liabilities (nonrecourse to Weyerhaeuser) held by special purpose entities	775			776
	7,832			7,866
Real Estate:
Long-term debt (Note 9)	283			285
Other liabilities	154			172
Consolidated liabilities not owned	—			8
	437			465
Commitments and contingencies (Note 12)
Total liabilities	8,269			8,331
Equity:
Weyerhaeuser shareholders’ interest:
Common shares: $1.25 par value; authorized 1,360,000,000 shares; issued and outstanding: 537,408,938 and 536,425,400 shares	672			671
Other capital	4,611			4,595
Retained earnings	128			176
Cumulative other comprehensive loss (Note 11)	(1,214		)	(1,179		)
Total Weyerhaeuser shareholders’ interest	4,197			4,263
Noncontrolling interests	8			4
Total equity	4,205			4,267
Total liabilities and equity	$	12,474		$	12,598

See accompanying Notes to Consolidated Financial Statements.

3

CONSOLIDATED STATEMENT OF CASH FLOWS

(DOLLAR AMOUNTS IN MILLIONS)

(UNAUDITED)

	QUARTER ENDED
	MARCH 31, 2012			MARCH 31, 2011
Cash flows from operations:
Net earnings	$	41		$	99
Noncash charges (credits) to earnings:
Depreciation, depletion and amortization	113			123
Deferred income taxes, net	(6		)	39
Pension and other postretirement benefits (Note 10)	(28		)	24
Share-based compensation expense	10			14
Charges for impairment of assets	8			1
Net gains on dispositions of assets	(7		)	(156		)
Foreign exchange transaction gains (Note 6)	(7		)	(7		)
Change in:
Receivables less allowances	(5		)	(59		)
Receivable for taxes	(2		)	(20		)
Inventories	(40		)	(66		)
Real estate and land	(55		)	(2		)
Prepaid expenses	(8		)	(10		)
Accounts payable and accrued liabilities	(56		)	(38		)
Pension and postretirement contributions	(35		)	(19		)
Other	17			(10		)
Net cash from operations	(60		)	(87		)
Cash flows from investing activities:
Property and equipment	(54		)	(35		)
Timberlands reforestation	(10		)	(12		)
Proceeds from sale of assets	6			193
Other	1			5
Cash from investing activities	(57		)	151
Cash flows from financing activities:
Cash dividends	(81		)	(81		)
Change in book overdrafts	(29		)	(19		)
Payments on debt	(2		)	(2		)
Exercises of stock options	5			34
Other	(1		)	—
Cash from financing activities	(108		)	(68		)
Net change in cash and cash equivalents	(225		)	(4		)
Cash and cash equivalents at beginning of period	953			1,467
Cash and cash equivalents at end of period	$	728		$	1,463
Cash paid (received) during the year for:
Interest, net of amount capitalized of $5 and $9	$	114		$	156
Income taxes	$	(10	)	$	2

See accompanying Notes to Consolidated Financial Statements.

4

INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1:	BASIS OF PRESENTATION	6
NOTE 2:	BUSINESS SEGMENTS	7
NOTE 3:	NET EARNINGS PER SHARE	8
NOTE 4:	DISCONTINUED OPERATIONS	9
NOTE 5:	SHARE-BASED COMPENSATION	9
NOTE 6:	OTHER OPERATING INCOME, NET	11
NOTE 7:	INVENTORIES	11
NOTE 8:	ACCRUED LIABILITIES	12
NOTE 9:	FAIR VALUE OF FINANCIAL INSTRUMENTS	12
NOTE 10:	PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS	13
NOTE 11:	CUMULATIVE OTHER COMPREHENSIVE LOSS	14
NOTE 12:	LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES	14
NOTE 13:	INCOME TAXES	15

5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE QUARTERS ENDED MARCH 31, 2012 AND 2011

NOTE 1:BASIS OF PRESENTATION

We are a corporation that has elected to be taxed as a real estate investment trust (REIT). We expect to derive most of our REIT income from investments in timberlands, including the sale of standing timber through pay-as-cut sales contracts. REIT income can be distributed to shareholders without first paying corporate level tax, substantially eliminating the double taxation on income. A significant portion of our timberland segment earnings receives this favorable tax treatment. We are, however, subject to corporate taxes on built-in-gains (the excess of fair market value over tax basis at January 1, 2010) on sales of real property (other than standing timber) held by the REIT during the first 10 years following the REIT conversion. We also will continue to be required to pay federal corporate income taxes on earnings of our Taxable REIT Subsidiary (TRS), which principally includes our manufacturing businesses, our real estate development business and the portion of our Timberlands segment income included in the TRS.

Our consolidated financial statements provide an overall view of our results and financial condition. They include our accounts and the accounts of entities we control, including:

• majority-owned domestic and foreign subsidiaries and

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

They do not include our intercompany transactions and accounts, which are eliminated, and noncontrolling interests are presented as a separate component of equity.

We account for investments in and advances to unconsolidated equity affiliates using the equity method, with taxes provided on undistributed earnings. This means that we record earnings and accrue taxes in the period earnings are recognized by our unconsolidated equity affiliates.

We report our financial condition in two groups:

• 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.

Throughout these Notes to Consolidated Financial Statements, unless specified otherwise, references to “Weyerhaeuser,” “we” and “our” refer to the consolidated company, including both Forest Products and Real Estate.

The accompanying unaudited Consolidated Financial Statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods presented. Except as otherwise disclosed in these Notes to Consolidated Financial Statements, such adjustments are of a normal, recurring nature. The Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial statements; certain disclosures normally provided in accordance with accounting principles generally accepted in the United States have been omitted. These Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2011. Results of operations for interim periods should not be regarded as necessarily indicative of the results that may be expected for the full year.

RECLASSIFICATIONS

We have reclassified certain balances and results from the prior year to be consistent with our 2012 reporting. This makes year-to-year comparisons easier. Our reclassifications had no effect on net earnings or Weyerhaeuser shareholders’ interest. The reclassifications include changes to the way we classify certain transactions as operating or financing on our Consolidated Statement of Cash Flows and to present the results of operations discontinued in 2011 separately on our Consolidated Statement of Operations. Note 4: Discontinued Operations provides information about our discontinued operations.

6

NOTE 2:BUSINESS SEGMENTS

We are principally engaged in the growing and harvesting of timber; the manufacture, distribution and sale of forest products; and real estate development and construction. Our principal business segments are:

• 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.

We have disposed of various businesses and operations that are excluded in the segment results below. See Note 4: Discontinued Operations for information regarding our discontinued operations.

An analysis and reconciliation of our business segment information to the respective information in the Consolidated Financial Statements is as follows:

	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2012			MARCH 31, 2011
Sales to and revenues from unaffiliated customers:
Timberlands	$	250		$	230
Wood Products	634			526
Cellulose Fibers	473			506
Real Estate	137			160
	1,494			1,422
Intersegment sales:
Timberlands	190			191
Wood Products	20			20
	210			211
Total sales and revenues	1,704			1,633
Intersegment eliminations	(210		)	(211		)
Total	$	1,494		$	1,422
Net contribution to earnings from continuing operations:
Timberlands	$	71		$	241
Wood Products	(22		)	(36		)
Cellulose Fibers	44			86
Real Estate	(8		)	(1		)
	85			290
Unallocated items(1)	28			(43		)
Net contribution to earnings from discontinued operations	—			2
Net contribution to earnings	113			249
Interest expense, net of capitalized interest	(87		)	(93		)
Income before income taxes (continuing and discontinued operations)	26			156
Income taxes (continuing and discontinued operations)	15			(57		)
Net earnings attributable to Weyerhaeuser common shareholders	$	41		$	99

(1) Unallocated items are gains or charges not related to or allocated to an individual operating segment. They include a portion of items such as: share-based compensation; pension and postretirement costs; and foreign exchange transaction gains and losses associated with financing.

7

NOTE 3:NET EARNINGS PER SHARE

Our basic and diluted earnings per share attributable to Weyerhaeuser shareholders were:

• $0.08 for the quarter ended March 31, 2012; and

• $0.18 for the quarter ended March 31, 2011.

Basic earnings per share is net earnings divided by the weighted average number of our outstanding common shares, including stock equivalent units where there is no circumstance under which those shares would not be issued.

Diluted earnings per share is net earnings divided by the sum of the:

• weighted average number of our outstanding common shares and

• the effect of our outstanding dilutive potential common shares.

Dilutive potential common shares can include:

• outstanding stock options,

• restricted stock units and

• performance share units.

We use the treasury stock method to calculate the effect of our outstanding dilutive potential common shares. Share-based payment awards that are contingently issuable upon the achievement of specified performance or market conditions are included in our diluted earnings per share calculation in the period in which the conditions are satisfied.

SHARES EXCLUDED FROM DILUTIVE EFFECT

The following shares were not included in the computation of diluted earnings per share because they were either antidilutive or the required performance or market conditions were not met. Some or all of these shares may be dilutive potential common shares in future periods.

Potential Shares Not Included in the Computation of Diluted Earnings per Share

	QUARTER ENDED
SHARES IN THOUSANDS	MARCH 31, 2012	MARCH 31, 2011
Stock options	20,521	23,844
Performance share units	548	489

8

NOTE 4:DISCONTINUED OPERATIONS

There are no operations classified as discontinued for the quarter ended March 31, 2012. Discontinued operations for the quarter ended March 31, 2011 include our hardwoods and Westwood Shipping Lines operations, both of which were sold in third quarter 2011. The following table summarizes the components of net sales and net earnings from discontinued operations.

	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2011
Net sales:
Hardwoods	$	98
Westwood Shipping Lines	58
Total net sales from discontinued operations	$	156
Income from operations:
Hardwoods	$	—
Westwood Shipping Lines	2
Total income from discontinued operations	2
Income taxes	(1		)
Net earnings from discontinued operations	$	1

Results of discontinued operations exclude certain general corporate overhead costs that have been allocated to and are included in contribution to earnings for the operating segments.

NOTE 5:SHARE-BASED COMPENSATION

In first quarter 2012, we granted 1,908,786 stock options, 702,098 restricted stock units, 344,237 performance share units, and 52,304 stock appreciation rights. In addition, 372,783 outstanding restricted stock unit awards vested during first quarter 2012. A total of 946,549 shares of common stock were issued as a result of restricted stock unit vesting and stock option exercises.

STOCK OPTIONS

The weighted average exercise price of all of the stock options granted in 2012 was $20.42. The vesting and post-termination vesting terms for stock options granted in 2012 were as follows:

• 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.

Weighted Average Assumptions Used in Estimating the Value of Stock Options Granted in 2012

	OPTIONS
Expected volatility	40.41		%
Expected dividends	2.94		%
Expected term (in years)	5.33
Risk-free rate	1.01		%
Weighted average grant date fair value	$	5.72

9

RESTRICTED STOCK UNITS

The weighted average fair value of the restricted stock units granted in 2012 was $20.42. The vesting provisions for restricted stock units granted in 2012 were as follows:

• 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.

PERFORMANCE SHARE UNITS

The weighted average grant date fair value of performance share units granted in 2012 was $21.71. The vesting provisions for performance share units granted in 2012 and that are earned were as follows:

• 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.

Weighted Average Assumptions Used in Estimating the Value of Performance Share Units Granted 2012

	Performance Share Units
Performance period	1/1/2012 – 12/31/2013
Valuation date closing stock price	$	20.56
Expected dividends	2.92					%
Risk-free rate	0.08		%	–	0.32	%
Volatility	34.66		%	–	34.86	%

STOCK APPRECIATION RIGHTS

Stock appreciation rights are remeasured to reflect the fair value at each reporting period. The following table shows the weighted average assumptions applied to all outstanding stock appreciation rights as of March 31, 2012.

Weighted Average Assumptions Used to Remeasure the Value of Stock Appreciation Rights as of March 31, 2012

	MARCH 31, 2012
Expected volatility	36.43		%
Expected dividends	2.74		%
Expected term (in years)	2.32
Risk-free rate	0.44		%
Weighted average fair value	$	4.33

The vesting and post-termination vesting terms for stock appreciation rights granted in 2012 are the same as for stock options described above.

10

DEFERRED COMPENSATION STOCK EQUIVALENT UNITS

During first quarter 2012, the directors' deferred compensation plan was amended to allow the directors to elect to receive payments of amounts deferred into stock equivalent units in cash or stock. Elections to receive these deferred amounts in stock resulted in the issuance of 40,889 shares. The number of common shares to be issued in the future to directors who elected common share payments is 468,185.

NOTE 6:OTHER OPERATING INCOME, NET

Other operating income, net:

• includes both recurring and occasional income and expense items and

• can fluctuate from year to year.

Items Included in Other Operating Income, Net

	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2012			MARCH 31, 2011
Gain on sale of non-strategic timberlands	$	—		$	(152	)
Gain on postretirement plan amendment (Note 10)	(52		)	—
Gain on disposition of assets	(1		)	(4		)
Foreign exchange gains, net	(7		)	(7		)
Land management income	(6		)	(6		)
Other, net	—			(5		)
Total other operating income, net	$	(66	)	$	(174	)

The $152 million pretax gain on sale of non-strategic timberlands resulted from the sale of 82,000 acres in southwestern Washington.

Foreign exchange gains result from changes in exchange rates, primarily related to our Canadian operations.

Land management income consists primarily of income derived from leasing, renting and granting easement and rights of way on our timberlands.

NOTE 7:INVENTORIES

Forest Products inventories include raw materials, work-in-process and finished goods.

DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2012			DECEMBER 31, 2011
Logs and chips	$	93		$	68
Lumber, plywood, panels and engineered lumber	144			134
Pulp and paperboard	168			181
Other products	77			76
Materials and supplies	138			137
	620			596
Less LIFO reserve	(103		)	(120		)
Total	$	517		$	476

The LIFO – the last-in, first-out method – inventory reserve applies to major inventory products held at our U.S. domestic locations. These inventory products include grade and fiber logs, chips, lumber, plywood, oriented strand board, pulp and paperboard.

11

NOTE 8:ACCRUED LIABILITIES

Forest Products accrued liabilities were comprised of the following:

DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2012		DECEMBER 31, 2011
Wages, salaries and severance pay	$	112	$	136
Pension and postretirement	64		63
Vacation pay	49		44
Income taxes	12		13
Taxes – Social Security and real and personal property	31		29
Interest	72		99
Customer rebates and volume discounts	32		54
Deferred income	58		59
Other	106		96
Total	$	536	$	593

NOTE 9:FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair values and carrying values of our long-term debt consisted of the following:

	MARCH 31, 2012				DECEMBER 31, 2011
DOLLAR AMOUNTS IN MILLIONS	CARRYING  VALUE		FAIR VALUE (LEVEL 2)		CARRYING  VALUE		FAIR VALUE (LEVEL 2)
Long-term debt (including current maturities):
Forest Products	$	4,193	$	4,730	$	4,193	$	4,579
Real Estate	$	283	$	286	$	285	$	291

To estimate the fair value of long-term debt, we used the following valuation approaches:

• 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 inputs to the valuations are based on market data obtained from independent sources or information derived principally from observable market data.

The difference between the fair value and the carrying value represents the theoretical net premium or discount we would pay or receive to retire all debt at the measurement date.

FAIR VALUE OF OTHER FINANCIAL INSTRUMENTS

We believe that our other financial instruments, including cash, short-term investments, receivables, and payables, have net carrying values that approximate their fair values with only insignificant differences. This is primarily due to:

• the short-term nature of these instruments,

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

• the allowance for doubtful accounts.

12

NOTE 10:PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

The components of net periodic benefit costs (credits) are:

	PENSION
	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2012			MARCH 31, 2011
Service cost	$	14		$	12
Interest cost	65			69
Expected return on plan assets	(105		)	(105		)
Amortization of actuarial loss	42			35
Amortization of prior service cost	2			4
Loss due to curtailment and special termination benefits	—			1
Total net periodic benefit cost	$	18		$	16

	OTHER POSTRETIREMENT BENEFITS
	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2012			MARCH 31, 2011
Service cost	$	—		$	1
Interest cost	4			6
Amortization of actuarial loss	4			3
Amortization of prior service credit	(58		)	(6		)
Other	4			4
Total net periodic benefit cost (credit)	$	(46	)	$	8

During fourth quarter 2011, we ratified amendments to our postretirement medical and life insurance benefit plans for U.S. salaried employees that reduced or eliminated certain benefits that were available to both past and present employees. In first quarter 2012, the company recognized a gain of $52 million due to these benefit changes. This gain is included in other operating income and reflected in the amortization of prior service credit in the table above.

FAIR VALUE OF PENSION PLAN ASSETS

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011, the value reported for our pension plan assets at the end of 2011 was estimated. Additional information regarding the year-end values generally becomes available to us during the first half of the following year. We expect to complete the valuation of our pension plan assets during second quarter 2012. The final adjustments could affect net pension periodic benefit cost.

EXPECTED CONTRIBUTIONS AND BENEFIT PAYMENTS

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011, we expect to:

• make approximately $83 million of required contributions to our Canadian registered and nonregistered pension plans in 2012;

• contribute approximately $60 million to our U.S. qualified pension plan for 2012, which is payable by September 15, 2013 if we do not elect to pay it in 2012;

• contribute approximately $20 million to our U.S. nonqualified pension plans in 2012; and

• make U.S. and Canadian other postretirement benefit payments of approximately $42 million in 2012.

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NOTE 11:CUMULATIVE OTHER COMPREHENSIVE LOSS

Items included in our cumulative other comprehensive loss are:

DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2012			DECEMBER 31, 2011
Foreign currency translation adjustments	$	422		$	411
Net pension and other postretirement benefit loss not yet recognized in earnings	(1,798		)	(1,821		)
Prior service credit not yet recognized in earnings	157			227
Unrealized gains on available-for-sale securities	5			4
Total	$	(1,214	)	$	(1,179	)

The change in prior service credit not yet recognized in earnings includes the amortization of a $52 million gain recognized in first quarter 2012 as the result of previously announced benefit changes. See Note 10: Pension and Other Postretirement Benefit Plans.

NOTE 12:LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES

This note provides details about our:

• legal proceedings and

• environmental matters.

LEGAL PROCEEDINGS

We are party to legal matters generally incidental to our business. The ultimate outcome of any legal proceeding:

• is subject to a great many variables and

• cannot be predicted with any degree of certainty.

However, whenever probable losses from litigation could reasonably be determined – we believe that we have established adequate reserves. In addition, we believe the ultimate outcome of the legal proceedings:

• 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.

ENVIRONMENTAL MATTERS

Our environmental matters include:

• site remediation and

• asset retirement obligations.

Site Remediation

Under the Comprehensive Environmental Response Compensation and Liability Act – commonly known as the Superfund – and similar state laws, we:

• 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.

As of March 31, 2012, our total accrual for future estimated remediation costs on the active Superfund sites and other sites for which we are responsible was $33 million. There have not been material changes to the accrual since the end of 2011.

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Asset Retirement Obligations

We have obligations associated with the retirement of tangible long-lived assets consisting primarily of reforestation obligations related to forest management licenses in Canada and obligations to close and cap landfills. As of March 31, 2012, our total accruals for these obligations was $69 million. The accruals have not changed materially since the end of 2011.

Some of our sites have asbestos containing materials. We have met our current legal obligation to identify and manage these materials. In situations where we cannot reasonably determine when asbestos containing materials might be removed from the sites, we have not recorded an accrual because the fair value of the obligation cannot be reasonably estimated.

NOTE 13:INCOME TAXES

As a REIT, we generally are not subject to corporate level tax on income of the REIT that is distributed to shareholders. We will, however, be subject to corporate taxes on built-in-gains (the excess of fair market value over tax basis at January 1, 2010) on sales of real property (other than standing timber) held by the REIT during the first 10 years following the REIT conversion. We also will continue to be required to pay federal corporate income taxes on earnings of our Taxable REIT Subsidiary (TRS), which principally includes our manufacturing businesses, our real estate development business and the portion of our Timberlands segment income included in the TRS.

The 2012 provision for income taxes is based on the year-to-date effective tax rate that applies to our TRS. Our 2012 estimated annual effective tax rate, excluding discrete items, differs from the U.S. statutory rate, primarily due to lower tax rates applicable to non-U.S. results. Our estimated annual effective income tax rate from continuing operations applicable to our TRS, excluding discrete items, is25 percentfor 2012. The tax rate for the quarter differs from the estimated annual effective tax rate, primarily due to a different mix of non-U.S. earnings or losses in the quarter relative to the annual period.

Discrete items excluded from the calculation of our effective income tax rates include:

DOLLAR AMOUNTS IN MILLIONS
2012:
Income taxes on postretirement plan amendment discussed in Note 10	$	(18	)
State income tax settlements	$	8
2011:
Income taxes on a non-strategic timberlands gain discussed in Note 6	$	(56	)

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (“MD&A”)

FORWARD-LOOKING STATEMENTS

This report contains statements concerning our future results and performance that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements:

• are based on various assumptions we make and

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

Factors listed in this section – as well as other factors not included – may cause our actual results to differ significantly from our forward-looking statements. There is no guarantee that any of the events anticipated by our forward-looking statements will occur. Or if any of the events occur, there is no guarantee what effect they will have on our operations or financial condition.

We will not update our forward-looking statements after the date of this report.

FORWARD-LOOKING TERMINOLOGY

Some forward-looking statements discuss our plans, strategies and intentions. They use words such as expects, may, will, believes, should, approximately, anticipates, estimates, and plans. In addition, these words may use the positive or negative or other variations of those terms.

STATEMENTS

We make forward-looking statements of our expectations regarding second quarter 2012, including:

• higher log sales volumes, slightly improved domestic prices for Western logs, increased fuel costs, seasonally higher silviculture expenses and modestly higher earnings in our Timberlands segment;

• higher sales volumes across all product lines, improved selling prices for lumber and approximately breakeven results in our Wood Products segment;

• improved prices for pulp, higher planned annual maintenance expense and slightly higher earnings in our Cellulose Fiber segment; and

• a small loss from single-family homebuilding operations, seasonally higher home closings, and a slight profit in our Real Estate segment.

We base our forward-looking statements on a number of factors, including the expected effect of:

• 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.

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RISKS, UNCERTAINTIES AND ASSUMPTIONS

The major risks and uncertainties – and assumptions that we make – that affect our business and may cause actual results to differ from these forward-looking statements include, but are not limited to:

• 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 economic conditions;

• performance of our manufacturing operations, including maintenance requirements;

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

• the 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.

EXPORTING ISSUES

We are a large exporter, affected by changes in:

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

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

• restrictions on international trade or tariffs imposed on imports.

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RESULTS OF OPERATIONS

In reviewing our results of operations, it is important to understand these terms:

• 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.

In reviewing our results of operations, it is important to understand net sales and revenues and operating income included in Consolidated Results and individual segment discussions below exclude the results of discontinued operations. Refer to Note 4: Discontinued Operations.

In the following discussion, unless otherwise noted, references to increases or decreases in income and expense items, price realizations, shipment volumes, and net contributions to earnings are based on the quarter ended March 31, 2012, compared to the quarter ended March 31, 2011.

CONSOLIDATED RESULTS

How We Did in First Quarter 2012

NET SALES AND REVENUES / OPERATING INCOME / NET EARNINGS – WEYERHAEUSER COMPANY

Here is a comparison of net sales and revenues to unaffiliated customers, operating income and net earnings for the quarters ended March 31, 2012 and 2011:

	QUARTER ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES	MARCH 31, 2012		MARCH 31, 2011		2012 VS. 2011
Net sales and revenues	$	1,494	$	1,422	$	72
Operating income	$	101	$	236	$	(135	)
Earnings of discontinued operations, net of tax	$	—	$	1	$	(1	)
Net earnings attributable to Weyerhaeuser common shareholders	$	41	$	99	$	(58	)
Net earnings per share attributable to Weyerhaeuser common shareholders, basic and diluted	$	0.08	$	0.18	$	(0.10	)

Comparing First Quarter 2012 with First Quarter 2011

Net sales and revenues

Net sales and revenues increased $72 million – 5 percent – primarily due to the following:

• Wood Products segment sales increased $108 million, primarily due to higher sales volumes across all major product lines; and

• Timberlands segment sales increased $20 million, primarily due to higher volumes of logs sold. This was partially offset by lower revenue from land exchanges.

These increases were partially offset by:

• Cellulose Fibers segment sales decreased $33 million, primarily due to lower pulp price realizations; and

• Real Estate segment sales decreased $23 million, primarily due to fewer home closings and lower average closing prices due to mix.

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Net earnings attributable to Weyerhaeuser common shareholders

Our net earnings attributable to Weyerhaeuser common shareholders decreased $58 million – 59 percent – primarily due to:

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

• gross margin decreased $41 million, primarily due to lower pulp price realizations in our Cellulose Fibers segment.

These decreases in our earnings were partially offset by:

• a $71 million change in income taxes due to the change in discrete tax items and loss in our Taxable REIT Subsidiary (TRS) in 2012 compared to income in our TRS in 2011;

• a $52 million pretax gain recognized in 2012 related to a previously announced postretirement plan amendment; and

• a $22 million decrease in selling, general and administrative expenses as the result of previous cost reduction efforts and lower share-based compensation expense.

TIMBERLANDS

How We Did in First Quarter 2012

Here is a comparison of net sales and revenues to unaffiliated customers, intersegment sales, and net contribution to earnings for the quarters ended March 31, 2012 and 2011:

NET SALES AND REVENUES / NET CONTRIBUTION TO EARNINGS – TIMBERLANDS

	QUARTER ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2012		MARCH 31, 2011		2012 VS. 2011
Net sales and revenues to unaffiliated customers:
Logs:
West	$	130	$	110	$	20
South	50		41		9
Canada	7		7		—
Subtotal logs sales and revenues	187		158		29
Pay as cut timber sales	11		8		3
Timberlands exchanges(1)	8		21		(13		)
Higher and better-use land sales(1)	4		4		—
Minerals, oil and gas	7		14		(7		)
Products from international operations(2)	25		17		8
Other products	8		8		—
Subtotal net sales and revenues to unaffiliated customers	250		230		20
Intersegment sales:
United States	112		112		—
Other	78		79		(1		)
Subtotal intersegment sales	190		191		(1		)
Total sales and revenues	$	440	$	421	$	19
Net contribution to earnings	$	71	$	241	$	(170	)

______________________________ 

(1) Sales 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.

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Comparing First Quarter 2012 with First Quarter 2011

Net sales and revenues – unaffiliated customers

Net sales and revenues to unaffiliated customers increased $20 million – 9 percent – primarily from the following:

• Western log sales increased by $20 million primarily due to increased sales volumes of 19 percent. Increased export sales to Japan and domestic sales volumes were partially offset by lower domestic prices.

• Southern log sales increased by $9 million due to increased sales volumes of 22 percent as a result of increased harvest levels in response to increased third party demand.

• Sales from our international operations increased by $8 million, primarily due to increased plywood sales volumes of 54 percent.

The above items were partially offset by a $13 million decrease in timberland exchanges.

Net contribution to earnings

Net contribution to earnings decreased $170 million – 71 percent – primarily from:

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

• a $10 million decrease due to fewer land exchanges and higher and better-use land sales;

• a $9 million decrease as the mix of export log sales compared to domestic log sales decreased in the West and domestic log prices were lower in both the West and South;

• operating costs increased $7 million, primarily due to higher fuel and road costs; and

• a $6 million decrease due to lower mineral income as a result of lower natural gas prices.

The above items were partially offset by a $15 million increase due to increased market demand for logs in the West and an increased harvest level of 24 percent in the South.

Our Outlook

We expect modestly higher earnings from the Timberlands segment in second quarter. We expect higher log sales volumes and slightly improved domestic prices for Western logs, partially offset by an overall increase in fuel costs and seasonally higher silviculture expenses in the West and South.

THIRD-PARTY LOG SALES VOLUMES AND FEE HARVEST VOLUMES

	QUARTER ENDED		AMOUNT OF CHANGE
VOLUMES IN THOUSANDS	MARCH 31, 2012	MARCH 31, 2011	2012 VS. 2011
Third party log sales – cubic meters:
West	1,308	1,095	213
South	1,228	1,005	223
Canada	205	194	11
International	78	72	6
Total	2,819	2,366	453
Fee harvest volumes – cubic meters:
West	1,679	1,611	68
South	2,714	2,180	534
International	172	98	74
Total	4,565	3,889	676

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WOOD PRODUCTS

How We Did in First Quarter 2012

Here is a comparison of net sales and revenues to unaffiliated customers and net contribution to earnings for the quarters ended March 31, 2012 and 2011:

NET SALES AND REVENUES / NET CONTRIBUTION TO EARNINGS – WOOD PRODUCTS

	QUARTER ENDED						AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2012			MARCH 31, 2011			2012 VS. 2011
Net sales and revenues:
Structural lumber	$	291		$	260		$	31
Engineered solid section	65			53			12
Engineered I-joists	41			33			8
Oriented strand board	111			82			29
Softwood plywood	23			15			8
Other products produced	42			35			7
Other products purchased for resale	61			48			13
Net sales and revenues from continuing operations	$	634		$	526		$	108
Net contribution to earnings	$	(22	)	$	(36	)	$	14

Comparing FirstQuarter 2012 with First Quarter 2011

Overall performance in our Wood Products segment improved year over year. We continue to focus on reducing costs and increasing revenues by broadening our customer base, introducing new products and improving our operational capabilities. These improvement efforts and slightly better market conditions, have resulted in higher production rates in all primary product lines.

Net sales and revenues

Net sales and revenues increased $108 million – 21 percent – primarily from the following:

• Structural lumber shipment volumes increased 13 percent.

• Oriented strand board (OSB) shipment volumes increased 31 percent and average price realizations increased 3 percent.

• Engineered solid section shipment volumes increased 35 percent.

• Engineered I-joists shipment volumes increased 23 percent.

• Softwood plywood shipment volumes increased 26 percent and average price realizations increased 21 percent.

• Other products purchased for resale increased 27 percent primarily due to a strategic focus on growing our specialty building products business.

The above items were partially offset by a decrease of 10 percent in engineered solid section average price realizations.

Net contribution to earnings

Net contribution to earnings increased $14 million – 39 percent – primarily from:

• an $8 million increase due to higher sales volumes across all major product lines;

• an $8 million increase in by-product sales as the result of higher lumber volumes;

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• a $4 million increase as higher OSB, softwood plywood and engineered I-joists price realizations more than offset lower prices for lumber and engineered solid section;

• manufacturing costs decreased $4 million, primarily due to increased operating rates; and

• log costs decreased $4 million, primarily due to lower domestic prices in the West and South.

These increases were partially offset by a $12 million increase in freight expense due to higher shipment volumes and fuel costs.

Our Outlook

We anticipate approximately breakeven results from the Wood Products segment in second quarter. We expect higher sales volumes across all product lines and improved selling prices for lumber.

THIRD-PARTY SALES VOLUMES

	QUARTER ENDED		AMOUNT OF CHANGE
VOLUMES IN MILLIONS	MARCH 31, 2012	MARCH 31, 2011	2012 VS. 2011
Structural lumber – board feet	937	826	111
Engineered solid section – cubic feet	4	3	1
Engineered I-joists – lineal feet	32	26	6
Oriented strand board – square feet (3/8”)	565	432	133
Softwood plywood – square feet (3/8”)	73	58	15

TOTAL PRODUCTION VOLUMES

	QUARTER ENDED		AMOUNT OF CHANGE
VOLUMES IN MILLIONS	MARCH 31, 2012	MARCH 31, 2011	2012 VS. 2011
Structural lumber – board feet	958	893	65
Engineered solid section – cubic feet	4	4	—
Engineered I-joists – lineal feet	34	30	4
Oriented strand board – square feet (3/8”)	601	494	107
Softwood plywood – square feet (3/8”)	51	53	(2	)

CELLULOSE FIBERS

How We Did in First Quarter and Year-to-Date 2012

Here is a comparison of net sales and revenues to unaffiliated customers and net contribution to earnings for the quarters ended March 31, 2012 and 2011:

NET SALES AND REVENUES / NET CONTRIBUTION TO EARNINGS – CELLULOSE FIBERS

	QUARTER ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2012		MARCH 31, 2011		2012 VS. 2011
Net sales and revenues:
Pulp	$	367	$	398	$	(31	)
Liquid packaging board	83		85		(2		)
Other products	23		23		—
Total	$	473	$	506	$	(33	)
Net contribution to earnings	$	44	$	86	$	(42	)

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Comparing First Quarter 2012 with First Quarter 2011

Net sales and revenues

Net sales and revenues decreased $33 million – 7 percent – primarily due to:

• Pulp price realizations decreased $94 per ton – 10 percent – primarily due to an oversupply of global softwood pulp inventories; and

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

These decreases were partially offset by an increase in sales volumes for pulp of 13,000 tons – 3 percent.

Net contribution to earnings

Net contribution to earnings decreased $42 million – 49 percent – primarily due to:

• a $42 million decrease due to lower pulp price realizations; and

• an $8 million decrease due to increased fiber and chemical costs.

These decreases were partially offset by:

• a $4 million decrease in operating costs; and

• a $3 million increase in pulp sales volumes.

Our Outlook

We expect slightly higher earnings from the Cellulose Fibers segment in second quarter due to improved selling prices for pulp, partly offset by higher planned annual maintenance expense.

THIRD-PARTY SALES VOLUMES

	QUARTER ENDED		AMOUNT OF CHANGE
VOLUMES IN THOUSANDS	MARCH 31, 2012	MARCH 31, 2011	2012 VS. 2011
Pulp – air-dry metric tons	449	436	13
Liquid packaging board – tons	70	74	(4	)

TOTAL PRODUCTION VOLUMES

	QUARTER ENDED		AMOUNT OF CHANGE
VOLUMES IN THOUSANDS	MARCH 31, 2012	MARCH 31, 2011	2012 VS. 2011
Pulp – air-dry metric tons	438	437	1
Liquid packaging board – tons	65	67	(2	)

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REAL ESTATE

How We Did First Quarter 2012

Here is a comparison of net sales and revenues and net contribution to earnings for the quarters ended March 31, 2012 and 2011:

NET SALES AND REVENUES / NET CONTRIBUTION TO EARNINGS – REAL ESTATE

	QUARTER ENDED						AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2012			MARCH 31, 2011			2012 VS. 2011
Net sales and revenues:
Single-family housing	$	131		$	152		$	(21	)
Land	3			7			(4		)
Other	3			1			2
Total	$	137		$	160		$	(23	)
Net contribution to earnings	$	(8	)	$	(1	)	$	(7	)

Here is a comparison of key statistics related to our single-family operations for the quarters ended March 31, 2012 and 2011:

SUMMARY OF SINGLE-FAMILY STATISTICS

	QUARTER ENDED						AMOUNT OF CHANGE
	MARCH 31, 2012			MARCH 31, 2011			2012 VS. 2011
Homes sold	697			535			162
Homes closed	349			363			(14		)
Homes sold but not closed (backlog)	777			611			166
Cancellation rate	10.1		%	11.6		%	(1.5		)%
Traffic	14,272			12,904			1,368
Average price of homes closed	$	376,000		$	419,000		$	(43,000	)
Single-family gross margin – excluding impairments (%)(1)	17.3		%	21.7		%	(4.4		)%

 ______________________________ 

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

Comparing First Quarter 2012 with First Quarter 2011

Net sales and revenues

Net sales and revenues decreased $23 million – 14 percent – primarily due to:

• The average price of homes closed decreased 10 percent to $376,000 in 2012 from $419,000 in 2011.

• Home closings declined 4 percent to 349 in 2012 from 363 in 2011.

Net contribution to earnings

Net contribution to earnings decreased $7 million primarily due to a $10 million decrease in contribution from single-family closings.

• Unit closings decreased 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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• This decrease was partially offset by a $3 million improvement in selling, general, and administrative expenses, resulting from lower closing volumes and ongoing cost reduction initiatives.

Our Outlook

We expect a slight profit from the Real Estate segment in second quarter. A land sale completed in April 2012 will contribute approximately $10 million to earnings. We anticipate a small loss from single family homebuilding operations. Home closings should increase seasonally.

UNALLOCATED ITEMS

Unallocated items are gains or charges not related to or allocated to an individual operating segment. They include a portion of items such as: share-based compensation; pension and postretirement costs; and foreign exchange transaction gains and losses associated with financing. Unallocated items were:

• $28 million during first quarter 2012 and

• $(41) million during first quarter 2011.

The $69 million change in unallocated items is primarily due to:

• a $52 million gain recognized in first quarter 2012 related to a previously announced postretirement plan amendment; and

• a $23 million decrease in unallocated general and administrative costs as the result of previous cost reduction efforts and lower share-based compensation expense.

Partially offsetting these increases is a $9 million increase in restructuring and impairment costs primarily related to previously closed Wood Products facilities.

INTEREST EXPENSE

Our net interest expense incurred was:

• $87 million during first quarter 2012 and

• $93 million during first quarter 2011.

Interest expense incurred decreased due to a lower level of debt.

INCOME TAXES

As a REIT, we generally are not subject to corporate level tax on income of the REIT that is distributed to shareholders. We will, however, be subject to corporate taxes on built-in-gains (the excess of fair market value over tax basis at January 1, 2010) on sales of real property (other than standing timber) held by the REIT during the first 10 years following the REIT conversion. We also will continue to be required to pay federal corporate income taxes on earnings of our Taxable REIT Subsidiary (TRS), which principally includes our manufacturing businesses, our real estate development business and the portion of our Timberlands segment income included in the TRS.

The 2012 provision for income taxes is based on the year-to-date effective tax rate that applies to our TRS. Our 2012 estimated annual effective tax rate, excluding discrete items, differs from the U.S. statutory rate, primarily due to lower tax rates applicable to non-U.S. results. Our estimated annual effective income tax rate from continuing operations applicable to our TRS, excluding discrete items, is25 percentfor 2012. The tax rate for the quarter differs from the estimated annual effective tax rate, primarily due to a different mix of non-U.S. earnings or losses in the quarter relative to the annual period.

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Discrete items excluded from the calculation of our effective income tax rates include:

DOLLAR AMOUNTS IN MILLIONS
2012:
Income taxes on postretirement plan amendment discussed in Note 10	$	(18	)
State income tax settlements	$	8
2011:
Income taxes on a non-strategic timberlands gain discussed in Note 6	$	(56	)

LIQUIDITY AND CAPITAL RESOURCES

We are committed to maintaining a sound and conservative capital structure which enables us to:

• protect the interests of our shareholders and lenders and

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

Two important elements of our policy governing capital structure include:

• 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 timing of debt maturities.

The amount of debt and equity for Forest Products and Real Estate will reflect the following:

• basic earnings capacity and

• liquidity characteristics of their respective assets.

CASH FROM OPERATIONS

Cash from operations includes:

• cash received from customers;

• cash paid to employees, suppliers and others;

• cash paid for interest on our debt; and

• cash paid for taxes.

Consolidated net cash used in our operations was:

• $60 million in 2012 and

• $87 million in 2011.

Comparing 2012 with 2011

Net cash from operations increased $27 million in 2012 as compared with 2011, primarily due to the following:

• Cash paid for interest decreased $42 million, primarily due to the early retirement of $518 million of debt in second quarter 2011. We paid interest of $114 million in first quarter 2012 compared to $156 million in first quarter 2011.

• Cash paid to employees, suppliers and others decreased approximately $18 million. Cash paid decreased due to the sale of discontinued operations in third quarter 2011 partially offset by increases in cash paid across all business segments.

• Net cash inflows related to income taxes increased $12 million. We received income tax refunds of $10 million in first quarter 2012 and paid income taxes of $2 million in first quarter 2011.

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Partially offsetting the above increases was a decrease in cash, primarily due to the following:

• Cash we received from customers decreased approximately $30 million. Cash received decreased due to the sale of discontinued operations in third quarter 2011 partially offset by increased sales in our Timberlands and Wood Products segments.

• Pension contributions increased $16 million, due almost entirely to the timing of contributions to the Canadian registered and nonregistered pension plans. Contributions to the Canadian plans in 2012 are expected to be comparable to 2011, but are spread more evenly over the year.

Subsequent to quarter end, our Real Estate segment completed a land sale and received approximately $100 million in cash.

Expected Pension Contributions and Benefit Payments

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011, we expect to:

• make approximately $83 million of required contributions to our Canadian registered and nonregistered pension plans in 2012;

• contribute approximately $60 million to our U.S. qualified pension plan for 2012, which is payable by September 15, 2013 if we do not elect to pay it in 2012;

• contribute approximately $20 million to our U.S. nonqualified pension plans in 2012; and

• make U.S. and Canadian other postretirement benefit payments of approximately $42 million in 2012.

CASH FROM INVESTING ACTIVITIES

Cash from investing activities can include:

• acquisitions of property, equipment, timberlands and reforestation;

• investments in or distribution from equity affiliates; and

• proceeds from sale of assets and operations.

Summary of Capital Spending by Business Segment

	YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2012		MARCH 31, 2011
Timberlands	$	12	$	14
Wood Products	6		6
Cellulose Fibers	45		26
Real Estate	1		1
Total	$	64	$	47

We anticipate that our net capital expenditures for 2012 – excluding acquisitions – will be around $290 million.

Proceeds from the Sale of Nonstrategic Assets

Proceeds received from the sale of nonstrategic assets in 2011 included $192 million for the sale of 82,000 acres of non-strategic timberlands in southwestern Washington.

27

CASH FROM FINANCING ACTIVITIES

Cash from financing activities can include:

• 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.

Revolving credit facility

Weyerhaeuser Company and Weyerhaeuser Real Estate Company (WRECO) have a $1.0 billion 4-year revolving credit facility that expires in June 2015. WRECO can borrow up to $50 million under this facility. Neither of the entities is a guarantor of the borrowing of the other under this credit facility.

There were no net proceeds from the issuance of debt or from borrowings (repayments) under our available credit facility in first quarter 2012 or 2011.

Debt covenants

As of March 31, 2012 Weyerhaeuser Company and WRECO:

• had no borrowings outstanding under the credit facility and

• were in compliance with the credit facility covenants.

Weyerhaeuser Company Covenants

Key covenants related to Weyerhaeuser Company include the requirement to maintain:

• 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 fewer than four million acres of timberlands.

Weyerhaeuser Company’s defined net worth is comprised of:

• 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 capitalization is comprised of:

• total Weyerhaeuser Company (excluding WRECO) debt

• plus total defined net worth.

As of March 31, 2012, Weyerhaeuser Company had:

• a defined net worth of $4.9 billion and

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

28

Weyerhaeuser Real Estate Company Covenants

Key covenants related to WRECO's revolving credit facility and medium-term notes include the requirement to maintain:

• 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.

WRECO’s defined net worth is:

• total WRECO shareholders’ interest,

• minus intangible assets,

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

Total WRECO defined debt is:

• total WRECO debt – including any intercompany debt

• plus outstanding WRECO guarantees and letters of credit.

Total WRECO capitalization is defined as:

• total WRECO defined debt and

• total WRECO defined net worth.

As of March 31, 2012, WRECO had:

• a capital base of $847 million and

• a defined debt-to-total-capital ratio of 51.7 percent.

Option Exercises

We received cash proceeds from the exercise of stock options of:

• $5 million in 2012 and

• $34 million in 2011.

Paying dividends

We paid dividends of $81 million in first quarters 2012 and 2011.

On April 12, 2012, our board of directors declared a regular dividend of 15 cents per share payable June 1, 2012, to shareholders of record at the close of business May 11, 2012.

CRITICAL ACCOUNTING POLICIES

There have been no significant changes during first quarter 2012 to our critical accounting policies presented in our 2011 Annual Report on Form 10-K.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

No changes occurred during first quarter 2012 that had a material effect on the information relating to quantitative and qualitative disclosures about market risk that was provided in the company’s Annual Report on Form 10-K for the year ended December 31, 2011.

29

CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls are controls and other procedures that are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, to allow timely decisions regarding required disclosure. The company’s principal executive officer and principal financial officer have concluded that the company’s disclosure controls and procedures were effective as of March 31, 2012, based on an evaluation of the company’s disclosure controls and procedures as of that date.

CHANGES IN INTERNAL CONTROLS

No changes occurred in the company’s internal control over financial reporting during first quarter 2012 that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

LEGAL PROCEEDINGS

Refer to “Notes to Consolidated Financial Statements – Note 12: Legal Proceedings, Commitments and Contingencies.”

RISK FACTORS

There have been no significant changes during first quarter 2012 to risk factors presented in our 2011 Annual Report on Form 10-K.

EXHIBITS

10	Weyerhaeuser Company Annual Incentive Plan for Salaried Employees (Amended and Restated Effective January 1, 2012)
12	Statements regarding computation of ratios
31	Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
32	Certification pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350)
100.INS	XBRL Instance Document
100.SCH	XBRL Taxonomy Extension Schema Document
100.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
100.DEF	XBRL Taxonomy Extension Definition Linkbase Document
100.LAB	XBRL Taxonomy Extension Label Linkbase Document
100.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

30

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

WEYERHAEUSER COMPANY
Date:	May 4, 2012
By:	/s/ JERALD W. RICHARDS
	Jerald W. Richards
	Chief Accounting Officer

31

EX-10

EXHIBIT 10

Annual Incentive Plan

for Salaried Employees

(Amended and Restated Effective January 1, 2012)

This document contains the terms of the Weyerhaeuser Company Annual Incentive Plan for Salaried Employees (the “Plan”). The Plan is effective January 1, 2012.

Purpose and Plan Objectives

The purpose of the Plan is to align rewards with the Company’s vision and strategies, and motivate Participants to achieve top performance in the industry. Participants are eligible to receive incentive awards based on their performance and the performance of their Organization.

The Plan is designed to accomplish the following objectives:

• motivate Participants to achieve Company and business objectives;

• provide a competitive range of performance and payout opportunities;

• attract, retain and motivate Participants by providing opportunities to earn better-than-competitive total pay for better-than-competitive performance results;

• align the interests of Participants to promote the Company’s philosophy of managing each business independently to achieve top quartile performance and cost of capital returns; and

• ensure strong linkage of pay to performance.

Definitions

(a) “Award Year” is each calendar year for which a Participant may earn a Bonus Award.

(b) “Base Salary” is a Participant’s annual rate of pay measured as of December 31 of each Award Year, excluding all other pay elements (such as bonus payments and relocation allowances). For a Participant who becomes ineligible for the Plan during the Award Year and is eligible for a pro-rated Bonus Award pursuant to the criteria specified below, Base Salary is the Participant’s annual rate of pay measured as of the last day he or she was eligible for the Plan.

(c) “Bonus Award” is the amount of bonus granted to a Participant for each Award Year as determined under the terms of the Plan.

(d) “Business Group” means a business that separately earns revenues and incurs expenses that regularly is reviewed by and subject to different performance standards by the Chief Executive Officer or executive officers of the Company, such as Timberlands, Cellulose Fibers, or Wood Products , including the Employees assigned to each Business Group, Embedded Staff supporting each Business Group and the member of the Senior Management Team to whom the Business Group reports directly.

(e) “Company” is Weyerhaeuser Company and any of its subsidiaries that adopt the Plan with the approval of the Compensation Committee. Exhibit A is a list of the adopting companies as of the Plan’s effective date.

(f) “Compensation Committee” is the Compensation Committee of the Board of Directors of Weyerhaeuser Company.

(g) “Corporate Group” means any Organization that is not part of a Business Group and any member of the Senior Management Team to whom such an Organization reports directly.

(h) “Disability” is a medical condition for which a Participant is entitled to Company-paid disability benefits and as a result of which a Participant is required to terminate his or her employment.

(i) “Embedded Staff” means any Employee who is a member of a corporate staff or corporate support function Organization, but who works at a Business Group facility or is located outside a Business Group facility, but spends a majority of his or her time in support of one Business Group.

(j) “Employee” is any person who is classified by the Company as actively employed by the Company, including any such person on leave with pay or suspended (unless such suspension arises from a disciplinary matter due to attendance, misconduct or performance) and who is compensated on a salaried basis (exempt or non-exempt) as reflected on the Company’s payroll records.

(k) “Funding Multiples” means a numeric factor, based on a performance schedule approved by the Compensation Committee, which is multiplied by the aggregate target bonus amounts at each level on the RONA Funding Curve and the Performance Scorecard Funding Curves to determine Bonus Awards.

(l) “Organization” is a corporate support function group or a discrete support function included in the Corporate Group.

(m) “Participant” is any Employee who is eligible for the Plan pursuant to the terms of the “Eligibility” section below.

(n) “Plan” has the meaning given in the introduction above.

(o) “Retirement” is, with respect to a Participant, his or her “Normal Retirement” or “Early Retirement” as defined in the Weyerhaeuser Company Retirement Plan for Salaried Employees, as amended from time to time.

(p) “RONA” is Weyerhaeuser Company’s return on net assets for the Award Year as determined in the sole discretion of the Chief Financial Officer of Weyerhaeuser Company. For purposes of calculating RONA, earnings and net assets of Weyerhaeuser Real Estate Company and its subsidiaries are excluded and amounts required to pay any Bonus Award under this Plan, pension charges and incremental corporate allocations are included.

Eligibility

Subject to the terms and conditions of the Plan, each Employee is eligible to participate in the Plan except as follows:

(a) an Employee who is classified by the Company as a temporary employee;

(b) a person who is reclassified by a court, governmental agency or the Company as a common law Employee; or

(c) an Employee who is eligible for another short-term incentive plan offered by Weyerhaeuser Company or any of its subsidiaries, including, but not limited to, a sales incentive plan, an incentive plan maintained by Weyerhaeuser Real Estate Company or Weyerhaeuser Asset Management LLC, or any other similar cash bonus plan.

The Plan Administrator may designate in its sole discretion any other Employee of the Company or any other person as eligible to participate in the Plan.

Target Bonus Percentage and Amount

The Company assigns each Employee position within the Company a target bonus percentage for each Award Year expressed as a percentage of Base Salary. The target bonus percentage is fixed for each Participant as of December 31 of each Award Year, without regard to any position changes during the Award Year, except as approved by the Plan Administrator.

A Participant’s target bonus amount for the Award Year is calculated by multiplying his or her target bonus percentage by his or her Base Salary. Overtime paid during the year to a Participant who is a non-exempt salaried Employee will be added to his or her Base Salary for purposes of calculating his or her target bonus amount.

The target bonus amount for new a Participant during the Award Year will be prorated on a time-in-eligible position basis. The target bonus amount for a Participant who terminates his or her employment during the Award Year will be calculated on a time-in-eligible position basis, but only if such termination is for any of the following reasons as classified by the Company: death, Disability, facility closure, health reasons, reduction in force, sale of facility and Retirement. A Participant whose employment terminates during the Award Year for any other reason will be ineligible for a Bonus Award.

Funding, Allocation and Individual Bonus Awards

RONA Performance — Nolater than 90 days following the beginning of each Award Year, the Compensation Committee will establish an annual funding schedule for each Business Group substantially in the form of Exhibit B, which will consist of the RONA performance level that will be required for threshold, target and maximum funding of the financial target weighting portion of the Plan (the “RONA Funding Curves”). The factors considered by the Compensation Committee in setting the required RONA performance levels may include, without limitation, dividend requirements, interest, cost of equity capital, and relative performance compared to appropriate peer groups.

Performance Scorecard Metrics – No later than 90 days following the beginning of each Award Year, the Compensation Committee will approve the performance scorecard metrics to be used to measure the “Below,” “Achieves” and “Exceeds” performance of each Business Group during an Award Year (the “Performance Scorecard Funding Curves”) for the performance

scorecard weighting portion of the Plan. The performance scorecard metrics will include auditable metrics, such as relative competitive performance, cash generation and strategic initiatives.

Funding Multiples – No later than 90 days following the beginning of each Award Year, the Compensation Committee will approve the Funding Multiple that will be applied for each performance level on the RONA Funding Curve and the Performance Scorecard Funding Curves. For example, the Funding Multiples for an Award Year may be represented in a schedule as follows:

• Threshold             0.2x

• Target                 1.0x

• Maximum            2.0x

Business Group Funding Amount – The total funding amount for Bonus Awards for each Award Year will be calculated separately for each Business Group at the end of each Award Year partly based on the RONA achieved by the Business Group at the end of the Award Year multiplied by the appropriate Funding Multiple approved for the RONA Funding Curve and partly based on the assessment of the performance of the Business Group against its performance scorecard metrics for the Award Year, multiplied by the appropriate Funding Multiple approved for the Performance Scorecard Funding Curves. The performance of the Business Group against its performance scorecard metrics will be determined by the Chief Executive Officer of the Company and other designated members of Senior Management. No later than 90 days following the beginning of each Award Year, the Compensation Committee will approve the weighting for the RONA factor and the performance scorecard factor that will be used in calculating the funding amount. The total funding amount for the Business Group will be the Business Group Funding Amount multiplied by the aggregate target bonus amounts of all Participants in the Business Group. See Exhibit B for an example of the calculation.

Corporate Group Funding Amount –The total funding amount for Bonus Awards for each Award Year will be calculated for the Corporate Group at the end of each Award year by determining the aggregate of the funding amount for each Business Group that represents the amount of the Corporate Group Bonus Awards allocated to the Business Group as part of the RONA calculation multiplied by the appropriate Funding Multiple, plus the aggregate of the funding amounts earned by Weyerhaeuser Real Estate Company (“WRECO”) and its subsidiaries under the WRECO Annual Incentive Plan that represents the portion of the funding amount of the Staff Group Bonus Awards allocated to each of WRECO and its subsidiaries as part of the award determination multiplied by the aggregate WRECO funding multiple.

Allocation of Total Corporate Group Funding Amount — The total Corporate Group funding amount for the Award Year will be allocated among the Organizations within the Corporate Group based on the ratio that the aggregate of the target bonus amounts of the Participants who are members of each such Organization multiplied by the Funding Multiple has to the total Corporate Group funding.

Funding Amounts for Certain Executive Officers — Bonus Awards for the CEO will be based partly on RONA results of the total Company and partly based on performance against performance scorecard metrics approved by the Compensation Committee. Bonus Awards for any executive officer to whom other executive officers report or who does not have either a Business Group or Corporate Group Organization reporting directly to him or her will be determined based on the weighted average of the separate Business Group Funding Amounts of the Business Groups that report indirectly to him or her as determined by the Compensation Committee. No later than 90 days following the beginning of each Award Year, the Compensation Committee will approve the factors that will be used in calculating the funding amounts for the CEO and such other executive officer.

Change of Business Group or Organization — Any Participant who transferred from one Business Group or Organization to another Business Group or Organization during the Award Year will be included in the Business Group or Organization to which the Participant is assigned as of the December 31 of the Award Year, except as approved by the Plan Administrator.

Individual Bonus Awards — Each senior officer of each Business Group or Organization will recommend a Bonus Award, if any, for each Participant in the Business Group or Organization; provided that recommendations for Bonus Awards for Embedded Staff will be determined by the senior officer in the respective corporate function Organization in consultation with the senior officer in the respective Business Group of the Embedded Staff Employee. The maximum Bonus Award that may be recommended for any Participant with respect to the Award year is three times the Participant’s target bonus amount. In addition, the sum of the recommended individual Bonus Awards within the Business Group or Organization may not exceed the Business Group or Organization’s allocated funding amount. The Participant’s recommended Bonus Award may be based on the individual performance, plant or department performance, or other relevant factors determined by the senior officer in his or her sole discretion.

Approval of Awards

The Compensation Committee will approve all Bonus Awards for each executive officer and the funding amount for each Business Group and Organization. In approving any Bonus Award, the Compensation Committee reserves the right to increase or decrease the recommended Bonus Award for performance or any other reason.

Timing of payments and approvals

Payments of Bonus Awards will be made as soon as administratively reasonable after the last day of each Award Year, but in no event later than the immediately next March 15. Some Participants may be eligible to defer Bonus Award payments. The availability and terms and conditions of any such deferral are determined by the Weyerhaeuser Company Comprehensive Incentive Compensation Plan.

All payments of Bonus Awards will be made in cash and subject to appropriate tax and other required withholding and reporting. Bonus Award payments will be managed, processed and tracked by the Corporate Compensation Department.

Right to amend or terminate

Weyerhaeuser Company reserves the right to amend or terminate the Plan at any time without prior notice to any Participant.

Continuation rights

No Participant or his or her legal representatives, beneficiaries or heirs will have any right or interest in the Plan or in its continuance, or in the Participant’s continued participation in the Plan.

Plan administration

Except to the extent expressly provided herein, administration of the Plan is the responsibility of the Senior Vice President, Human Resources of Weyerhaeuser Company. To the extent necessary to carry out such administration, the Senior Vice President, Human Resources of Weyerhaeuser Company has the power and authority to construe and interpret the provisions of the Plan, and to adopt, amend and rescind Plan rules.

Miscellaneous

The Plan will constitute a “Participating Plan” under the Weyerhaeuser Company Comprehensive Incentive Compensation Plan, and, accordingly, any Bonus Award payments will be treated as an award under the Weyerhaeuser Company Comprehensive Incentive Compensation Plan. Moreover, Bonus Award payments will be treated as compensation for purposes of other benefits maintained by the Company only to the extent provided under the terms of the governing documents for such other benefits.

Nothing in the Plan will be construed to limit the right of the Company to establish, alter or terminate any other forms of incentives or other compensation or benefits.

The existence of the Plan does not extend to any Participant a right to continued employment with the Company.

Any Bonus Award paid under the Plan is an unfunded obligation of the Company. The Company is not required to segregate any monies from its general funds, to create any trust or to make any special deposits with respect to this obligation. The creation or maintenance of any account with the Company’s general funds with respect to the Plan shall not create or constitute a trust or create any vested interest in any Participant or his or her beneficiary or creditors in any assets of the Company. No right or interest conferred on any Participant pursuant to the Plan shall be assignable or transferable, either by voluntary or involuntary act or by operation of law.

Regardless of the location of any Participant or Employee, the Plan will be governed by the laws of the State of Washington, other than its conflict of laws principles.

Exhibit A

ADOPTING COMPANIES

(as of January 1, 2012)

Weyerhaeuser NR Company

Norpac Resources LLC

ver Bes’ Insurance Company

Weyerhaeuser Biofuels LLC

Weyerhaeuser Employment Services Company

Weyerhaeuser EU Holdings, Inc.

Weyerhaeuser Poland sp. z o.o.

Weyerhaeuser Solutions, Inc.

Weyerhaeuser Global Finance Company

Weyerhaeuser International, Inc.

Weyerhaeuser (Asia) Limited

Weyerhaeuser China, Ltd.

Weyerhaeuser Company Limited

317298 Saskatchewan Ltd.

Weyerhaeuser (Annacis) Limited

Weyerhaeuser Services Limited

Weyerhaeuser Holdings Limited

Weyerhaeuser Korea Ltd.

Weyerhaeuser Products Limited

Weyerhaeuser Taiwan Ltd.

Weyerhaeuser Real Estate Development Company

WREDCO I LLC

WREDCO II LLC

WFS II LLC

Weyerhaeuser Financial Investments, Inc.

Exhibit B

ANNUAL FUNDING SCHEDULE

(Sample)

The following schedules will determine proposed Plan funding for the fiscal year ending on December 31, 2012:

EX-12

EXHIBIT 12

Weyerhaeuser Company and Subsidiaries

Computation of Ratios of Earnings to Fixed Charges

For the quarters endedMarch 31, 2012, and March 31, 2011

(Dollar amounts in millions)

	QUARTER ENDED
	MARCH 31, 2012			MARCH 31, 2011
Available earnings:
Earnings from continuing operations before interest expense, amortization of debt expense and income taxes	$	116		$	252
Add: interest portion of rental expense	4			4
Add: undistributed loss of equity affiliates and income attributable to noncontrolling interests in subsidiaries	2			4
Available earnings	$	122		$	260
Fixed charges:
Interest expense incurred:
Weyerhaeuser Company and subsidiaries, excluding Weyerhaeuser Real Estate Company and other related subsidiaries	$	86		$	94
Weyerhaeuser Real Estate Company and other related subsidiaries	5			6
Subtotal	91			100
Less: intercompany interest	(1		)	(1		)
Total interest expense incurred	90			99
Amortization of debt expense	2			2
Interest portion of rental expense	4			4
Total fixed charges	$	96		$	105
Ratio of earnings to fixed charges	1.27			2.48

Weyerhaeuser Company with its Weyerhaeuser Real Estate Company and Other Related Subsidiaries

Accounted for on the Equity Method, but Excluding the Undistributed Earnings of Those Subsidiaries

Computation of Ratios of Earnings to Fixed Charges

For the quarters endedMarch 31, 2012 and March 31, 2011

(Dollar amounts in millions)

	QUARTER ENDED
	MARCH 31, 2012		MARCH 31, 2011
Available earnings:
Earnings from continuing operations before interest expense, amortization of debt expense and income taxes	$	111	$	247
Add: interest portion of rental expense	3		3
Add: undistributed loss of equity affiliates and attributable to noncontrolling interests in subsidiaries	2		3
Add: undistributed loss before income taxes of Weyerhaeuser Real Estate Company and other related subsidiaries	9		1
Available earnings	$	125	$	254
Fixed charges:
Interest expense incurred	$	86	$	94
Amortization of debt expense	2		2
Interest portion of rental expense	3		3
Total fixed charges	$	91	$	99
Ratio of earnings to fixed charges	1.37		2.57

EX-31

EXHIBIT 31

Certification Pursuant to Rule 13a-14(a)

Under the Securities Exchange Act of 1934

I, Daniel S. Fulton, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Weyerhaeuser Company.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 4, 2012
/s/ DANIEL S. FULTON
Daniel S. Fulton President and Chief Executive Officer

I, Patricia M. Bedient, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Weyerhaeuser Company.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 4, 2012
/s/ PATRICIA M. BEDIENT
Patricia M. Bedient Executive Vice President and Chief Financial Officer

EX-32

EXHIBIT 32

Certification Pursuant to Rule 13a-14(b)

Under the Securities Exchange Act of 1934 and

Section 1350, Chapter 63 of Title 18, United States Code

Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and section 1350, chapter 63 of title 18, United States Code, each of the undersigned officers of Weyerhaeuser Company, a Washington corporation (the “Company”), hereby certifies that:

The Company’s Quarterly Report on Form 10-Q dated May 4, 2012 (the “Form 10-Q”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ DANIEL S. FULTON
Daniel S. Fulton President and Chief Executive Officer
Dated:	May 4, 2012
/s/ PATRICIA M. BEDIENT
Patricia M. Bedient Executive Vice President and Chief Financial Officer
Dated:	May 4, 2012

The foregoing certification is being furnished solely pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and section 1350, chapter 63 of title 18, United States Code and is not being filed as part of the Form 10-Q or as a separate disclosure document.

XML

DISCONTINUED OPERATIONS - Income Statement By Disposal Groups, Including Discontinued Operations (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
DISCONTINUED OPERATIONS [Line Items]
Net sales from discontinued operations		$ 156
Income from discontinued operations		2
Income taxes		(1)
Net earnings from discontinued operations	0	1
Hardwoods:
DISCONTINUED OPERATIONS [Line Items]
Net sales from discontinued operations		98
Income from discontinued operations		0
Westwood Shipping Lines:
DISCONTINUED OPERATIONS [Line Items]
Net sales from discontinued operations		58
Income from discontinued operations		$ 2

XML

INCOME TAXES - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2012
Income Taxes [Line Items]
Effective income tax rate from continuing operations applicable to our Taxable REIT Subsidiary, excluding discrete items	25.00%

XML

FAIR VALUE OF FINANCIAL INSTRUMENTS (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Forest Products
FAIR VALUE OF FINANCIAL INSTRUMENTS [Line Items]
Long-term Debt	$ 4,193	$ 4,193
Forest Products | Fair Value, Inputs, Level 2
FAIR VALUE OF FINANCIAL INSTRUMENTS [Line Items]
Long-term Debt, Fair Value	4,730	4,579
Real Estate
FAIR VALUE OF FINANCIAL INSTRUMENTS [Line Items]
Long-term Debt	283	285
Real Estate | Fair Value, Inputs, Level 2
FAIR VALUE OF FINANCIAL INSTRUMENTS [Line Items]
Long-term Debt, Fair Value	$ 286	$ 291

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INCOME TAXES - Items Excluded from Effective Income Tax Rates (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012 Income taxes on postretirement plan amendment discussed in Note 10	Mar. 31, 2012 State income tax settlements	Mar. 31, 2011 Income taxes on a non-strategic timberlands gain discussed in Note 6
Income Taxes [Line Items]
Income tax credit (charge) that is excluded from the companys effective income tax rate	$ (18)	$ 8	$ (56)

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INVENTORIES (Detail) (Forest Products, USD $) In Millions, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Inventory Disclosure [Line Items]
Other products	$ 77	$ 76
Materials and supplies	138	137
Subtotal	620	596
Less LIFO reserve	(103)	(120)
Total	517	476
Logs and Chips
Inventory Disclosure [Line Items]
Forest Products inventories	93	68
Lumber, Plywood, Panels and Engineered Lumber
Inventory Disclosure [Line Items]
Forest Products inventories	144	134
Pulp and Paperboard
Inventory Disclosure [Line Items]
Forest Products inventories	$ 168	$ 181

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PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Tables)

3 Months Ended

Mar. 31, 2012

Components of Net Periodic Benefit Costs (Credits)

The components of net periodic benefit costs (credits) are:

	PENSION
	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2012			MARCH 31, 2011
Service cost	$	14		$	12
Interest cost	65			69
Expected return on plan assets	(105		)	(105		)
Amortization of actuarial loss	42			35
Amortization of prior service cost	2			4
Loss due to curtailment and special termination benefits	—			1
Total net periodic benefit cost	$	18		$	16

	OTHER POSTRETIREMENT BENEFITS
	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2012			MARCH 31, 2011
Service cost	$	—		$	1
Interest cost	4			6
Amortization of actuarial loss	4			3
Amortization of prior service credit	(58		)	(6		)
Other	4			4
Total net periodic benefit cost (credit)	$	(46	)	$	8

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BUSINESS SEGMENTS (Tables)

3 Months Ended

Mar. 31, 2012

Reconciliation of Revenue from Segments to Consolidated

An analysis and reconciliation of our business segment information to the respective information in the Consolidated Financial Statements is as follows:

	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2012			MARCH 31, 2011
Sales to and revenues from unaffiliated customers:
Timberlands	$	250		$	230
Wood Products	634			526
Cellulose Fibers	473			506
Real Estate	137			160
	1,494			1,422
Intersegment sales:
Timberlands	190			191
Wood Products	20			20
	210			211
Total sales and revenues	1,704			1,633
Intersegment eliminations	(210		)	(211		)
Total	$	1,494		$	1,422
Net contribution to earnings from continuing operations:
Timberlands	$	71		$	241
Wood Products	(22		)	(36		)
Cellulose Fibers	44			86
Real Estate	(8		)	(1		)
	85			290
Unallocated items(1)	28			(43		)
Net contribution to earnings from discontinued operations	—			2
Net contribution to earnings	113			249
Interest expense, net of capitalized interest	(87		)	(93		)
Income before income taxes (continuing and discontinued operations)	26			156
Income taxes (continuing and discontinued operations)	15			(57		)
Net earnings attributable to Weyerhaeuser common shareholders	$	41		$	99

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PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Defined Benefit Plan Disclosure [Line Items]
Recognized gain for plan amendment	$ (52)	$ 0
Registered and Non registered Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Expected contribution to benefit plans during 2012	83
Non-Qualified Pension Plans, Defined Benefit
Defined Benefit Plan Disclosure [Line Items]
Expected contribution to benefit plans during 2012	20
Qualified Pension Plans, Defined Benefit
Defined Benefit Plan Disclosure [Line Items]
Expected contribution to benefit plans during 2012	60
Other Postretirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Expected contribution to benefit plans during 2012	$ 42

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SHARE-BASED COMPENSATION - Weighted Average Assumptions Used in Estimating the Value of Performance Share Units Granted (Detail) (Performance share units, USD $)	3 Months Ended
	Mar. 31, 2012
Performance share units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance period	1/1/2012 – 12/31/2013
Valuation date closing stock price	$ 20.56
Expected dividends	2.92%
Risk-free rate minimum	0.08%
Risk-free rate maximum	0.32%
Volatility minimum	34.66%
Volatility maximum	34.86%

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NET EARNINGS PER SHARE - Additional Information (Detail) (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Earnings Per Share Disclosure [Line Items]
Net earnings per share, basic and diluted	$ 0.08	$ 0.18

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CUMULATIVE OTHER COMPREHENSIVE LOSS - Additional Information (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Recognized gain for plan amendment	$ (52)	$ 0

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ACCRUED LIABILITIES (Detail) (Forest Products, USD $) In Millions, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Forest Products
Schedule of Accrued Liabilities [Line Items]
Wages, salaries and severance pay	$ 112	$ 136
Pension and postretirement	64	63
Vacation pay	49	44
Income taxes	12	13
Taxes - Social Security and real and personal property	31	29
Interest	72	99
Customer rebates and volume discounts	32	54
Deferred income	58	59
Other	106	96
Total	$ 536	$ 593

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BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION

BASIS OF PRESENTATION

We are a corporation that has elected to be taxed as a real estate investment trust (REIT). We expect to derive most of our REIT income from investments in timberlands, including the sale of standing timber through pay-as-cut sales contracts. REIT income can be distributed to shareholders without first paying corporate level tax, substantially eliminating the double taxation on income. A significant portion of our timberland segment earnings receives this favorable tax treatment. We are, however, subject to corporate taxes on built-in-gains (the excess of fair market value over tax basis at January 1, 2010) on sales of real property (other than standing timber) held by the REIT during the first 10 years following the REIT conversion. We also will continue to be required to pay federal corporate income taxes on earnings of our Taxable REIT Subsidiary (TRS), which principally includes our manufacturing businesses, our real estate development business and the portion of our Timberlands segment income included in the TRS.

Our consolidated financial statements provide an overall view of our results and financial condition. They include our accounts and the accounts of entities we control, including:

• majority-owned domestic and foreign subsidiaries and

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

They do not include our intercompany transactions and accounts, which are eliminated, and noncontrolling interests are presented as a separate component of equity.

We account for investments in and advances to unconsolidated equity affiliates using the equity method, with taxes provided on undistributed earnings. This means that we record earnings and accrue taxes in the period earnings are recognized by our unconsolidated equity affiliates.

We report our financial condition in two groups:

• 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.

Throughout these Notes to Consolidated Financial Statements, unless specified otherwise, references to “Weyerhaeuser,” “we” and “our” refer to the consolidated company, including both Forest Products and Real Estate.

The accompanying unaudited Consolidated Financial Statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods presented. Except as otherwise disclosed in these Notes to Consolidated Financial Statements, such adjustments are of a normal, recurring nature. The Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial statements; certain disclosures normally provided in accordance with accounting principles generally accepted in the United States have been omitted. These Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2011. Results of operations for interim periods should not be regarded as necessarily indicative of the results that may be expected for the full year.

RECLASSIFICATIONS

We have reclassified certain balances and results from the prior year to be consistent with our 2012 reporting. This makes year-to-year comparisons easier. Our reclassifications had no effect on net earnings or Weyerhaeuser shareholders’ interest. The reclassifications include changes to the way we classify certain transactions as operating or financing on our Consolidated Statement of Cash Flows and to present the results of operations discontinued in 2011 separately on our Consolidated Statement of Operations. Note 4: Discontinued Operations provides information about our discontinued operations.

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SHARE-BASED COMPENSATION - Weighted Average Assumptions Used to Remeasure the Value of Stock Appreciation Rights (Detail) (Stock appreciation rights, USD $)	3 Months Ended
	Mar. 31, 2012 years
Stock appreciation rights
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	36.43%
Expected dividends	2.74%
Expected term (in years)	2.32
Risk-free rate	0.44%
Weighted average fair value	$ 4.33

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OTHER OPERATING INCOME, NET (Tables)

3 Months Ended

Mar. 31, 2012

Items Included in Other Operating Income, Net

Items Included in Other Operating Income, Net

	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2012			MARCH 31, 2011
Gain on sale of non-strategic timberlands	$	—		$	(152	)
Gain on postretirement plan amendment (Note 10)	(52		)	—
Gain on disposition of assets	(1		)	(4		)
Foreign exchange gains, net	(7		)	(7		)
Land management income	(6		)	(6		)
Other, net	—			(5		)
Total other operating income, net	$	(66	)	$	(174	)

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SHARE-BASED COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2012

Weighted Average Assumptions Used in Estimating Value of Stock Options Granted

Weighted Average Assumptions Used in Estimating the Value of Stock Options Granted in 2012

	OPTIONS
Expected volatility	40.41		%
Expected dividends	2.94		%
Expected term (in years)	5.33
Risk-free rate	1.01		%
Weighted average grant date fair value	$	5.72

Weighted Average Assumptions Used in Estimating the Value of Performance Share Units Granted

Weighted Average Assumptions Used in Estimating the Value of Performance Share Units Granted 2012

	Performance Share Units
Performance period	1/1/2012 – 12/31/2013
Valuation date closing stock price	$	20.56
Expected dividends	2.92					%
Risk-free rate	0.08		%	–	0.32	%
Volatility	34.66		%	–	34.86	%

Weighted Average Assumptions Used to Re-measure Value of Stock Appreciation Rights

Weighted Average Assumptions Used to Remeasure the Value of Stock Appreciation Rights as of March 31, 2012

	MARCH 31, 2012
Expected volatility	36.43		%
Expected dividends	2.74		%
Expected term (in years)	2.32
Risk-free rate	0.44		%
Weighted average fair value	$	4.33

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OTHER OPERATING INCOME, NET - Items Included in Other Operating Income, Net (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Component of Other Operating Cost and Expense [Line Items]
Gain on sale of non-strategic timberlands	$ 0	$ (152)
Gain on postretirement plan amendment (Note 10)	(52)	0
Gain on disposition of assets	(1)	(4)
Foreign exchange gains, net	(7)	(7)
Land management income	(6)	(6)
Other, net	0	(5)
Total other operating income, net	$ (66)	$ (174)

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INVENTORIES (Tables)

3 Months Ended

Mar. 31, 2012

Forest Products Inventories

Forest Products inventories include raw materials, work-in-process and finished goods.

DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2012			DECEMBER 31, 2011
Logs and chips	$	93		$	68
Lumber, plywood, panels and engineered lumber	144			134
Pulp and paperboard	168			181
Other products	77			76
Materials and supplies	138			137
	620			596
Less LIFO reserve	(103		)	(120		)
Total	$	517		$	476

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ACCRUED LIABILITIES (Tables)

3 Months Ended

Mar. 31, 2012

Forest Products Accrued Liabilities

Forest Products accrued liabilities were comprised of the following:

DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2012		DECEMBER 31, 2011
Wages, salaries and severance pay	$	112	$	136
Pension and postretirement	64		63
Vacation pay	49		44
Income taxes	12		13
Taxes – Social Security and real and personal property	31		29
Interest	72		99
Customer rebates and volume discounts	32		54
Deferred income	58		59
Other	106		96
Total	$	536	$	593

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CONSOLIDATED STATEMENT OF CASH FLOWS (Parenthetical) (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Interest, amount capitalized	$ 5	$ 9

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Mar. 31, 2012

Estimated Fair Values and Carrying Values of Long-Term Debt

The estimated fair values and carrying values of our long-term debt consisted of the following:

	MARCH 31, 2012				DECEMBER 31, 2011
DOLLAR AMOUNTS IN MILLIONS	CARRYING  VALUE		FAIR VALUE (LEVEL 2)		CARRYING  VALUE		FAIR VALUE (LEVEL 2)
Long-term debt (including current maturities):
Forest Products	$	4,193	$	4,730	$	4,193	$	4,579
Real Estate	$	283	$	286	$	285	$	291

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SHARE-BASED COMPENSATION - Additional Information (Detail) (USD $)	3 Months Ended
	Mar. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock issued as a result of restricted stock unit vesting and stock option exercises	946,549
Number of common shares issued for deferred compensation stock equivalent units	40,889
Number of common shares to be issued for deferred compensation stock equivalent units	468,185
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted	1,908,786
Weighted average exercise price of stock options granted	20.42
Performance share units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted	344,237
Weighted average fair value of units granted	21.71
Stock appreciation rights
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted	52,304
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted	702,098
Vested	372,783
Weighted average fair value of units granted	20.42

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LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2012
Commitments and Contingencies Disclosure [Line Items]
Accrued estimated remediation costs	$ 33
Asset retirement obligations	$ 69

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CONSOLIDATED STATEMENT OF OPERATIONS (USD $) In Millions, except Share data in Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Net sales and revenues	$ 1,494	$ 1,422
Cost of products sold	1,290	1,177
Gross margin	204	245
Selling, general and administrative expenses	150	172
Research and development expenses	7	7
Charges for restructuring, closures and impairments	12	4
Other operating income, net (Note 6)	(66)	(174)
Operating income	101	236
Interest income and other	12	11
Interest expense, net of capitalized interest	(87)	(93)
Earnings from continuing operations before income taxes	26	154
Income taxes (Note 13)	15	(56)
Earnings from continuing operations	41	98
Earnings from discontinued operations, net of income taxes (Note 4)	0	1
Net earnings attributable to Weyerhaeuser common shareholders	$ 41	$ 99
Earnings per share attributable to Weyerhaeuser common shareholders, basic and diluted (Note 3):
Continuing operations	$ 0.08	$ 0.18
Discontinued operations	$ 0.00	$ 0.00
Net earnings per share	$ 0.08	$ 0.18
Dividends paid per share	$ 0.15	$ 0.15
Weighted average shares outstanding (in thousands) (Note 3):
Basic	537,368	537,140
Diluted	539,728	540,476

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OTHER OPERATING INCOME, NET - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Component of Other Operating Cost and Expense [Line Items]
Pre-tax gain on sale of non-strategic timberlands	$ 0	$ 152
Non-strategic timberlands sold, acres		82,000

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CONSOLIDATED BALANCE SHEET (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Common shares, par value	$ 1.25	$ 1.25
Common shares, authorized	1,360,000,000	1,360,000,000
Common shares, issued	537,408,938	536,425,400
Common shares, outstanding	537,408,938	536,425,400
Forest Products:
Receivables, allowances	$ 6	$ 6
Property and equipment, accumulated depreciation	6,663	6,550
Real Estate:
Receivables, discounts and allowances	$ 1	$ 2

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INCOME TAXES (Tables)

3 Months Ended

Mar. 31, 2012

Items Excluded from Effective Income Tax Rates

Discrete items excluded from the calculation of our effective income tax rates include:

DOLLAR AMOUNTS IN MILLIONS
2012:
Income taxes on postretirement plan amendment discussed in Note 10	$	(18	)
State income tax settlements	$	8
2011:
Income taxes on a non-strategic timberlands gain discussed in Note 6	$	(56	)

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BASIS OF PRESENTATION (Policies)

3 Months Ended

Mar. 31, 2012

Consolidation, Policy

Our consolidated financial statements provide an overall view of our results and financial condition. They include our accounts and the accounts of entities we control, including:

• majority-owned domestic and foreign subsidiaries and

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

They do not include our intercompany transactions and accounts, which are eliminated, and noncontrolling interests are presented as a separate component of equity.

We account for investments in and advances to unconsolidated equity affiliates using the equity method, with taxes provided on undistributed earnings. This means that we record earnings and accrue taxes in the period earnings are recognized by our unconsolidated equity affiliates.

We report our financial condition in two groups:

• 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.

Throughout these Notes to Consolidated Financial Statements, unless specified otherwise, references to “Weyerhaeuser,” “we” and “our” refer to the consolidated company, including both Forest Products and Real Estate.

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BUSINESS SEGMENTS - Reconciliation from Segment Totals to Consolidated (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Segment Reporting, Revenue Reconciling Item [Line Items]
Sales to and revenues from unaffiliated customers	$ 1,494	$ 1,422
Intersegment sales	210	211
Total sales and revenues	1,704	1,633
Total	1,494	1,422
Net contribution to earnings	113	249
Interest expense, net of capitalized interest	(87)	(93)
Income before income taxes (continuing and discontinued operations)	26	156
Income taxes (continuing and discontinued operations)	15	(57)
Net earnings attributable to Weyerhaeuser common shareholders	41	99
Timberlands
Segment Reporting, Revenue Reconciling Item [Line Items]
Sales to and revenues from unaffiliated customers	250	230
Intersegment sales	190	191
Wood Products
Segment Reporting, Revenue Reconciling Item [Line Items]
Sales to and revenues from unaffiliated customers	634	526
Intersegment sales	20	20
Cellulose Fibers
Segment Reporting, Revenue Reconciling Item [Line Items]
Sales to and revenues from unaffiliated customers	473	506
Real Estate
Segment Reporting, Revenue Reconciling Item [Line Items]
Sales to and revenues from unaffiliated customers	137	160
Intersegment eliminations
Segment Reporting, Revenue Reconciling Item [Line Items]
Intersegment sales	(210)	(211)
Segment, Continuing Operations
Segment Reporting, Revenue Reconciling Item [Line Items]
Net contribution to earnings	85	290
Segment, Continuing Operations | Timberlands
Segment Reporting, Revenue Reconciling Item [Line Items]
Net contribution to earnings	71	241
Segment, Continuing Operations | Wood Products
Segment Reporting, Revenue Reconciling Item [Line Items]
Net contribution to earnings	(22)	(36)
Segment, Continuing Operations | Cellulose Fibers
Segment Reporting, Revenue Reconciling Item [Line Items]
Net contribution to earnings	44	86
Segment, Continuing Operations | Real Estate
Segment Reporting, Revenue Reconciling Item [Line Items]
Net contribution to earnings	(8)	(1)
Unallocated items
Segment Reporting, Revenue Reconciling Item [Line Items]
Net contribution to earnings	28	(43)
Segment, Discontinued Operations
Segment Reporting, Revenue Reconciling Item [Line Items]
Net contribution to earnings	$ 0	$ 2

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Policies)

3 Months Ended

Mar. 31, 2012

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract]

Fair Value of Financial Instruments, Policy

To estimate the fair value of long-term debt, we used the following valuation approaches:

• 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 inputs to the valuations are based on market data obtained from independent sources or information derived principally from observable market data.

The difference between the fair value and the carrying value represents the theoretical net premium or discount we would pay or receive to retire all debt at the measurement date.

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CONSOLIDATED STATEMENT OF CASH FLOWS (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Cash flows from operations:
Net earnings	$ 41	$ 99
Noncash charges (credits) to earnings:
Depreciation, depletion and amortization	113	123
Deferred income taxes, net	(6)	39
Pension and other postretirement benefits (Note 10)	(28)	24
Share-based compensation expense	10	14
Charges for impairment of assets	8	1
Net gains on dispositions of assets	(7)	(156)
Foreign exchange transaction gains (Note 6)	(7)	(7)
Change in:
Receivables less allowances	(5)	(59)
Receivable for taxes	(2)	(20)
Inventories	(40)	(66)
Real estate and land	(55)	(2)
Prepaid expenses	(8)	(10)
Accounts payable and accrued liabilities	(56)	(38)
Pension and postretirement contributions	(35)	(19)
Other	17	(10)
Net cash from operations	(60)	(87)
Cash flows from investing activities:
Property and equipment	(54)	(35)
Timberlands reforestation	(10)	(12)
Proceeds from sale of assets	6	193
Other	1	5
Cash from investing activities	(57)	151
Cash flows from financing activities:
Cash dividends	(81)	(81)
Change in book overdrafts	(29)	(19)
Payments on debt	(2)	(2)
Exercises of stock options	5	34
Other	(1)	0
Cash from financing activities	(108)	(68)
Net change in cash and cash equivalents	(225)	(4)
Cash and cash equivalents at beginning of period	953	1,467
Cash and cash equivalents at end of period	728	1,463
Cash paid (received) during the year for:
Interest, net of amount capitalized of $5 and $9	114	156
Income taxes	$ (10)	$ 2

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Net earnings attributable to Weyerhaeuser common shareholders	$ 41	$ 99
Other comprehensive income (loss):
Foreign currency translation adjustments	11	20
Actuarial gains, net of tax expense of $12 in 2012 and $8 in 2011	23	14
Prior service credits (costs), net of tax expense (benefit) of $30 in 2012 and ($1) in 2011	(70)	1
Unrealized gains on available-for-sale securities	1	0
Total other comprehensive income (loss)	(35)	35
Comprehensive income attributable to Weyerhaeuser common shareholders	$ 6	$ 134

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FAIR VALUE OF FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2012

FAIR VALUE OF FINANCIAL INSTRUMENTS [Line Items]

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair values and carrying values of our long-term debt consisted of the following:

	MARCH 31, 2012				DECEMBER 31, 2011
DOLLAR AMOUNTS IN MILLIONS	CARRYING  VALUE		FAIR VALUE (LEVEL 2)		CARRYING  VALUE		FAIR VALUE (LEVEL 2)
Long-term debt (including current maturities):
Forest Products	$	4,193	$	4,730	$	4,193	$	4,579
Real Estate	$	283	$	286	$	285	$	291

To estimate the fair value of long-term debt, we used the following valuation approaches:

• 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 inputs to the valuations are based on market data obtained from independent sources or information derived principally from observable market data.

The difference between the fair value and the carrying value represents the theoretical net premium or discount we would pay or receive to retire all debt at the measurement date.

FAIR VALUE OF OTHER FINANCIAL INSTRUMENTS

We believe that our other financial instruments, including cash, short-term investments, receivables, and payables, have net carrying values that approximate their fair values with only insignificant differences. This is primarily due to:

• 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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Document and Entity Information	3 Months Ended
	Mar. 31, 2012	Apr. 27, 2012
Document Information [Line Items]
Entity Registrant Name	WEYERHAEUSER CO
Trading Symbol	WY
Entity Central Index Key	0000106535
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		537,451,746

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PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

3 Months Ended

Mar. 31, 2012

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

The components of net periodic benefit costs (credits) are:

	PENSION
	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2012			MARCH 31, 2011
Service cost	$	14		$	12
Interest cost	65			69
Expected return on plan assets	(105		)	(105		)
Amortization of actuarial loss	42			35
Amortization of prior service cost	2			4
Loss due to curtailment and special termination benefits	—			1
Total net periodic benefit cost	$	18		$	16

	OTHER POSTRETIREMENT BENEFITS
	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2012			MARCH 31, 2011
Service cost	$	—		$	1
Interest cost	4			6
Amortization of actuarial loss	4			3
Amortization of prior service credit	(58		)	(6		)
Other	4			4
Total net periodic benefit cost (credit)	$	(46	)	$	8

During fourth quarter 2011, we ratified amendments to our postretirement medical and life insurance benefit plans for U.S. salaried employees that reduced or eliminated certain benefits that were available to both past and present employees. In first quarter 2012, the company recognized a gain of $52 million due to these benefit changes. This gain is included in other operating income and reflected in the amortization of prior service credit in the table above.

FAIR VALUE OF PENSION PLAN ASSETS

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011, the value reported for our pension plan assets at the end of 2011 was estimated. Additional information regarding the year-end values generally becomes available to us during the first half of the following year. We expect to complete the valuation of our pension plan assets during second quarter 2012. The final adjustments could affect net pension periodic benefit cost.

EXPECTED CONTRIBUTIONS AND BENEFIT PAYMENTS

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011, we expect to:

• make approximately $83 million of required contributions to our Canadian registered and nonregistered pension plans in 2012;

• contribute approximately $60 million to our U.S. qualified pension plan for 2012, which is payable by September 15, 2013 if we do not elect to pay it in 2012;

• contribute approximately $20 million to our U.S. nonqualified pension plans in 2012; and

• make U.S. and Canadian other postretirement benefit payments of approximately $42 million in 2012.

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Parenthetical) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Tax expense of actuarial gains	$ 12	$ 8
Tax expense (benefit) of prior service credits (costs)	$ 30	$ (1)

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DISCONTINUED OPERATIONS

3 Months Ended

Mar. 31, 2012

DISCONTINUED OPERATIONS [Line Items]

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS

There are no operations classified as discontinued for the quarter ended March 31, 2012. Discontinued operations for the quarter ended March 31, 2011 include our hardwoods and Westwood Shipping Lines operations, both of which were sold in third quarter 2011. The following table summarizes the components of net sales and net earnings from discontinued operations.

	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2011
Net sales:
Hardwoods	$	98
Westwood Shipping Lines	58
Total net sales from discontinued operations	$	156
Income from operations:
Hardwoods	$	—
Westwood Shipping Lines	2
Total income from discontinued operations	2
Income taxes	(1		)
Net earnings from discontinued operations	$	1

Results of discontinued operations exclude certain general corporate overhead costs that have been allocated to and are included in contribution to earnings for the operating segments.

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NET EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2012

NET EARNINGS PER SHARE

NET EARNINGS PER SHARE

Our basic and diluted earnings per share attributable to Weyerhaeuser shareholders were:

• $0.08 for the quarter ended March 31, 2012; and

• $0.18 for the quarter ended March 31, 2011.

Basic earnings per share is net earnings divided by the weighted average number of our outstanding common shares, including stock equivalent units where there is no circumstance under which those shares would not be issued.

Diluted earnings per share is net earnings divided by the sum of the:

• weighted average number of our outstanding common shares and

• the effect of our outstanding dilutive potential common shares.

Dilutive potential common shares can include:

• outstanding stock options,

• restricted stock units and

• performance share units.

We use the treasury stock method to calculate the effect of our outstanding dilutive potential common shares. Share-based payment awards that are contingently issuable upon the achievement of specified performance or market conditions are included in our diluted earnings per share calculation in the period in which the conditions are satisfied.

SHARES EXCLUDED FROM DILUTIVE EFFECT

The following shares were not included in the computation of diluted earnings per share because they were either antidilutive or the required performance or market conditions were not met. Some or all of these shares may be dilutive potential common shares in future periods.

Potential Shares Not Included in the Computation of Diluted Earnings per Share

	QUARTER ENDED
SHARES IN THOUSANDS	MARCH 31, 2012	MARCH 31, 2011
Stock options	20,521	23,844
Performance share units	548	489

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NET EARNINGS PER SHARE (Policies)

3 Months Ended

Mar. 31, 2012

Earnings Per Share, Basic and Diluted [Abstract]

Earnings Per Share, Policy

.

Basic earnings per share is net earnings divided by the weighted average number of our outstanding common shares, including stock equivalent units where there is no circumstance under which those shares would not be issued.

Diluted earnings per share is net earnings divided by the sum of the:

• weighted average number of our outstanding common shares and

• the effect of our outstanding dilutive potential common shares.

Dilutive potential common shares can include:

• outstanding stock options,

• restricted stock units and

• performance share units.

We use the treasury stock method to calculate the effect of our outstanding dilutive potential common shares. Share-based payment awards that are contingently issuable upon the achievement of specified performance or market conditions are included in our diluted earnings per share calculation in the period in which the conditions are satisfied.

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CUMULATIVE OTHER COMPREHENSIVE LOSS

3 Months Ended

Mar. 31, 2012

CUMULATIVE OTHER COMPREHENSIVE LOSS

CUMULATIVE OTHER COMPREHENSIVE LOSS

Items included in our cumulative other comprehensive loss are:

DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2012			DECEMBER 31, 2011
Foreign currency translation adjustments	$	422		$	411
Net pension and other postretirement benefit loss not yet recognized in earnings	(1,798		)	(1,821		)
Prior service credit not yet recognized in earnings	157			227
Unrealized gains on available-for-sale securities	5			4
Total	$	(1,214	)	$	(1,179	)

The change in prior service credit not yet recognized in earnings includes the amortization of a $52 million gain recognized in first quarter 2012 as the result of previously announced benefit changes. See Note 10: Pension and Other Postretirement Benefit Plans.

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INVENTORIES

3 Months Ended

Mar. 31, 2012

INVENTORIES

INVENTORIES

Forest Products inventories include raw materials, work-in-process and finished goods.

DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2012			DECEMBER 31, 2011
Logs and chips	$	93		$	68
Lumber, plywood, panels and engineered lumber	144			134
Pulp and paperboard	168			181
Other products	77			76
Materials and supplies	138			137
	620			596
Less LIFO reserve	(103		)	(120		)
Total	$	517		$	476

The LIFO – the last-in, first-out method – inventory reserve applies to major inventory products held at our U.S. domestic locations. These inventory products include grade and fiber logs, chips, lumber, plywood, oriented strand board, pulp and paperboard.

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SHARE-BASED COMPENSATION

3 Months Ended

Mar. 31, 2012

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION

In first quarter 2012, we granted 1,908,786 stock options, 702,098 restricted stock units, 344,237 performance share units, and 52,304 stock appreciation rights. In addition, 372,783 outstanding restricted stock unit awards vested during first quarter 2012. A total of 946,549 shares of common stock were issued as a result of restricted stock unit vesting and stock option exercises.

STOCK OPTIONS

The weighted average exercise price of all of the stock options granted in 2012 was $20.42. The vesting and post-termination vesting terms for stock options granted in 2012 were as follows:

• 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.

Weighted Average Assumptions Used in Estimating the Value of Stock Options Granted in 2012

	OPTIONS
Expected volatility	40.41		%
Expected dividends	2.94		%
Expected term (in years)	5.33
Risk-free rate	1.01		%
Weighted average grant date fair value	$	5.72

RESTRICTED STOCK UNITS

The weighted average fair value of the restricted stock units granted in 2012 was $20.42. The vesting provisions for restricted stock units granted in 2012 were as follows:

• 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.

PERFORMANCE SHARE UNITS

The weighted average grant date fair value of performance share units granted in 2012 was $21.71. The vesting provisions for performance share units granted in 2012 and that are earned were as follows:

• 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.

Weighted Average Assumptions Used in Estimating the Value of Performance Share Units Granted 2012

	Performance Share Units
Performance period	1/1/2012 – 12/31/2013
Valuation date closing stock price	$	20.56
Expected dividends	2.92					%
Risk-free rate	0.08		%	–	0.32	%
Volatility	34.66		%	–	34.86	%

STOCK APPRECIATION RIGHTS

Stock appreciation rights are remeasured to reflect the fair value at each reporting period. The following table shows the weighted average assumptions applied to all outstanding stock appreciation rights as of March 31, 2012.

Weighted Average Assumptions Used to Remeasure the Value of Stock Appreciation Rights as of March 31, 2012

	MARCH 31, 2012
Expected volatility	36.43		%
Expected dividends	2.74		%
Expected term (in years)	2.32
Risk-free rate	0.44		%
Weighted average fair value	$	4.33

The vesting and post-termination vesting terms for stock appreciation rights granted in 2012 are the same as for stock options described above.

DEFERRED COMPENSATION STOCK EQUIVALENT UNITS

During first quarter 2012, the directors' deferred compensation plan was amended to allow the directors to elect to receive payments of amounts deferred into stock equivalent units in cash or stock. Elections to receive these deferred amounts in stock resulted in the issuance of 40,889 shares. The number of common shares to be issued in the future to directors who elected common share payments is 468,185.

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OTHER OPERATING INCOME, NET

3 Months Ended

Mar. 31, 2012

OTHER OPERATING INCOME, NET

OTHER OPERATING INCOME, NET

Other operating income, net:

• includes both recurring and occasional income and expense items and

• can fluctuate from year to year.

Items Included in Other Operating Income, Net

	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2012			MARCH 31, 2011
Gain on sale of non-strategic timberlands	$	—		$	(152	)
Gain on postretirement plan amendment (Note 10)	(52		)	—
Gain on disposition of assets	(1		)	(4		)
Foreign exchange gains, net	(7		)	(7		)
Land management income	(6		)	(6		)
Other, net	—			(5		)
Total other operating income, net	$	(66	)	$	(174	)

The $152 million pretax gain on sale of non-strategic timberlands resulted from the sale of 82,000 acres in southwestern Washington.

Foreign exchange gains result from changes in exchange rates, primarily related to our Canadian operations.

Land management income consists primarily of income derived from leasing, renting and granting easement and rights of way on our timberlands.

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ACCRUED LIABILITIES

3 Months Ended

Mar. 31, 2012

ACCRUED LIABILITIES

ACCRUED LIABILITIES

Forest Products accrued liabilities were comprised of the following:

DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2012		DECEMBER 31, 2011
Wages, salaries and severance pay	$	112	$	136
Pension and postretirement	64		63
Vacation pay	49		44
Income taxes	12		13
Taxes – Social Security and real and personal property	31		29
Interest	72		99
Customer rebates and volume discounts	32		54
Deferred income	58		59
Other	106		96
Total	$	536	$	593

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CUMULATIVE OTHER COMPREHENSIVE LOSS (Tables)

3 Months Ended

Mar. 31, 2012

Items Included in Cumulative Other Comprehensive Loss

Items included in our cumulative other comprehensive loss are:

DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2012			DECEMBER 31, 2011
Foreign currency translation adjustments	$	422		$	411
Net pension and other postretirement benefit loss not yet recognized in earnings	(1,798		)	(1,821		)
Prior service credit not yet recognized in earnings	157			227
Unrealized gains on available-for-sale securities	5			4
Total	$	(1,214	)	$	(1,179	)

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CUMULATIVE OTHER COMPREHENSIVE LOSS - Items Included in Cumulative Other Comprehensive Loss (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Accumulated Other Comprehensive Loss [Line Items]
Foreign currency translation adjustments	$ 422	$ 411
Net pension and other postretirement benefit loss not yet recognized in earnings	(1,798)	(1,821)
Prior service credit not yet recognized in earnings	157	227
Unrealized gains on available-for-sale securities	5	4
Total	$ (1,214)	$ (1,179)

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INCOME TAXES

3 Months Ended

Mar. 31, 2012

INCOME TAXES

INCOME TAXES

As a REIT, we generally are not subject to corporate level tax on income of the REIT that is distributed to shareholders. We will, however, be subject to corporate taxes on built-in-gains (the excess of fair market value over tax basis at January 1, 2010) on sales of real property (other than standing timber) held by the REIT during the first 10 years following the REIT conversion. We also will continue to be required to pay federal corporate income taxes on earnings of our Taxable REIT Subsidiary (TRS), which principally includes our manufacturing businesses, our real estate development business and the portion of our Timberlands segment income included in the TRS.

The 2012 provision for income taxes is based on the year-to-date effective tax rate that applies to our TRS. Our 2012 estimated annual effective tax rate, excluding discrete items, differs from the U.S. statutory rate, primarily due to lower tax rates applicable to non-U.S. results. Our estimated annual effective income tax rate from continuing operations applicable to our TRS, excluding discrete items, is25 percentfor 2012. The tax rate for the quarter differs from the estimated annual effective tax rate, primarily due to a different mix of non-U.S. earnings or losses in the quarter relative to the annual period.

Discrete items excluded from the calculation of our effective income tax rates include:

DOLLAR AMOUNTS IN MILLIONS
2012:
Income taxes on postretirement plan amendment discussed in Note 10	$	(18	)
State income tax settlements	$	8
2011:
Income taxes on a non-strategic timberlands gain discussed in Note 6	$	(56	)

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NET EARNINGS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2012

Potential Shares Not Included in the Computation of Diluted Earnings per Share

Potential Shares Not Included in the Computation of Diluted Earnings per Share

	QUARTER ENDED
SHARES IN THOUSANDS	MARCH 31, 2012	MARCH 31, 2011
Stock options	20,521	23,844
Performance share units	548	489

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PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS - Components of Net Periodic Benefit Costs (Credits) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Pension
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 14	$ 12
Interest cost	65	69
Expected return on plan assets	(105)	(105)
Amortization of actuarial loss	42	35
Amortization of prior service costs (credits)	2	4
Loss due to curtailment and special termination benefits	0	1
Total net periodic benefit costs (credits)	18	16
Other Postretirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	0	1
Interest cost	4	6
Amortization of actuarial loss	4	3
Amortization of prior service costs (credits)	(58)	(6)
Adjustments	4	4
Total net periodic benefit costs (credits)	$ (46)	$ 8

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SHARE-BASED COMPENSATION - Weighted Average Assumptions Used in Estimating the Value of Stock Options Granted (Detail) (Stock options, USD $)	3 Months Ended
	Mar. 31, 2012 years
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	40.41%
Expected dividends	2.94%
Expected term (in years)	5.33
Risk-free rate	1.01%
Weighted average grant date fair value	$ 5.72

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CONSOLIDATED BALANCE SHEET (USD $) In Millions, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Assets
Cash and cash equivalents	$ 728	$ 953
Total assets	12,474	12,598
Liabilities
Commitments and contingencies (Note 12)
Total liabilities	8,269	8,331
Weyerhaeuser shareholders' interest:
Common shares: $1.25 par value; authorized 1,360,000,000 shares; issued and outstanding: 537,408,938 and 536,425,400 shares	672	671
Other capital	4,611	4,595
Retained earnings	128	176
Cumulative other comprehensive loss (Note 11)	(1,214)	(1,179)
Total Weyerhaeuser shareholders' interest	4,197	4,263
Noncontrolling interests	8	4
Total equity	4,205	4,267
Total liabilities and equity	12,474	12,598
Forest Products:
Assets
Cash and cash equivalents	726	950
Receivables, less allowances of $6 and $6	503	490
Inventories (Note 7)	517	476
Prepaid expenses	80	68
Deferred tax assets	113	81
Total current assets	1,939	2,065
Property and equipment, less accumulated depreciation of $6,663 and $6,550	2,829	2,901
Construction in progress	192	145
Timber and timberlands at cost, less depletion charged to disposals	3,970	3,978
Investments in and advances to equity affiliates	189	192
Goodwill	40	40
Other assets	442	444
Restricted assets held by special purpose entities	914	916
Total assets	10,515	10,681
Liabilities
Current maturities of long-term debt (Note 9)	167	12
Accounts payable	343	336
Accrued liabilities (Note 8)	536	593
Total current liabilities	1,046	941
Long-term debt (Note 9)	4,026	4,181
Long-term debt (Note 9)	4,193	4,193
Deferred income taxes	108	93
Deferred pension and other postretirement benefits	1,470	1,467
Other liabilities	407	408
Liabilities (nonrecourse to Weyerhaeuser) held by special purpose entities	775	776
Total liabilities	7,832	7,866
Real Estate:
Assets
Cash and cash equivalents	2	3
Receivables, less discounts and allowances of $1 and $2	30	41
Real estate in process of development and for sale	606	555
Land being processed for development	943	936
Investments in and advances to equity affiliates	19	21
Deferred tax assets	246	240
Other assets	113	113
Consolidated assets not owned	0	8
Total assets	1,959	1,917
Liabilities
Long-term debt (Note 9)	283	285
Other liabilities	154	172
Consolidated liabilities not owned	0	8
Total liabilities	$ 437	$ 465

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BUSINESS SEGMENTS

3 Months Ended

Mar. 31, 2012

BUSINESS SEGMENTS

BUSINESS SEGMENTS

We are principally engaged in the growing and harvesting of timber; the manufacture, distribution and sale of forest products; and real estate development and construction. Our principal business segments are:

• 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.

We have disposed of various businesses and operations that are excluded in the segment results below. See Note 4: Discontinued Operations for information regarding our discontinued operations.

An analysis and reconciliation of our business segment information to the respective information in the Consolidated Financial Statements is as follows:

	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2012			MARCH 31, 2011
Sales to and revenues from unaffiliated customers:
Timberlands	$	250		$	230
Wood Products	634			526
Cellulose Fibers	473			506
Real Estate	137			160
	1,494			1,422
Intersegment sales:
Timberlands	190			191
Wood Products	20			20
	210			211
Total sales and revenues	1,704			1,633
Intersegment eliminations	(210		)	(211		)
Total	$	1,494		$	1,422
Net contribution to earnings from continuing operations:
Timberlands	$	71		$	241
Wood Products	(22		)	(36		)
Cellulose Fibers	44			86
Real Estate	(8		)	(1		)
	85			290
Unallocated items(1)	28			(43		)
Net contribution to earnings from discontinued operations	—			2
Net contribution to earnings	113			249
Interest expense, net of capitalized interest	(87		)	(93		)
Income before income taxes (continuing and discontinued operations)	26			156
Income taxes (continuing and discontinued operations)	15			(57		)
Net earnings attributable to Weyerhaeuser common shareholders	$	41		$	99

(1) Unallocated items are gains or charges not related to or allocated to an individual operating segment. They include a portion of items such as: share-based compensation; pension and postretirement costs; and foreign exchange transaction gains and losses associated with financing.

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DISCONTINUED OPERATIONS (Tables)

3 Months Ended

Mar. 31, 2012

DISCONTINUED OPERATIONS [Line Items]

Net Sales and Net Earnings from Discontinued Operations

The following table summarizes the components of net sales and net earnings from discontinued operations.

	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2011
Net sales:
Hardwoods	$	98
Westwood Shipping Lines	58
Total net sales from discontinued operations	$	156
Income from operations:
Hardwoods	$	—
Westwood Shipping Lines	2
Total income from discontinued operations	2
Income taxes	(1		)
Net earnings from discontinued operations	$	1

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NET EARNINGS PER SHARE - Potential Shares Not Included in the Computation of Diluted Earnings Per Share (Detail)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential shares not included in the computation of diluted earnings per share	20,521	23,844
Performance share units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential shares not included in the computation of diluted earnings per share	548	489

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LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2012

LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES

LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES

This note provides details about our:

• legal proceedings and

• environmental matters.

LEGAL PROCEEDINGS

We are party to legal matters generally incidental to our business. The ultimate outcome of any legal proceeding:

• is subject to a great many variables and

• cannot be predicted with any degree of certainty.

However, whenever probable losses from litigation could reasonably be determined – we believe that we have established adequate reserves. In addition, we believe the ultimate outcome of the legal proceedings:

• 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.

ENVIRONMENTAL MATTERS

Our environmental matters include:

• site remediation and

• asset retirement obligations.

Site Remediation

Under the Comprehensive Environmental Response Compensation and Liability Act – commonly known as the Superfund – and similar state laws, we:

• 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.

As of March 31, 2012, our total accrual for future estimated remediation costs on the active Superfund sites and other sites for which we are responsible was $33 million. There have not been material changes to the accrual since the end of 2011.

Asset Retirement Obligations

We have obligations associated with the retirement of tangible long-lived assets consisting primarily of reforestation obligations related to forest management licenses in Canada and obligations to close and cap landfills. As of March 31, 2012, our total accruals for these obligations was $69 million. The accruals have not changed materially since the end of 2011.

Some of our sites have asbestos containing materials. We have met our current legal obligation to identify and manage these materials. In situations where we cannot reasonably determine when asbestos containing materials might be removed from the sites, we have not recorded an accrual because the fair value of the obligation cannot be reasonably estimated.