XML 109 R53.htm IDEA: XBRL DOCUMENT v2.4.0.6
SHARE-BASED COMPENSATION (Tables)
 12 Months Ended
Dec. 31, 2012
Weighted Average Assumptions Used in Estimating Value of Stock Options Granted
Weighted Average Assumptions Used in Estimating Value of Stock Options Granted
  
2012
GRANTS

2011
GRANTS

2010
GRANTS

Expected volatility
40.41
%
38.56
%
37.62
%
Expected dividends
2.94
%
2.48
%
0.51
%
Expected term (in years)
5.33

5.73

5.16

Risk-free rate
1.01
%
2.65
%
2.52
%
Weighted average grant date fair value
$
5.72

$
7.54

$
5.28
Schedule of Stock Options Activity
Activity
The following table shows our option unit activity for 2012.
 
OPTIONS
(IN
THOUSANDS)
WEIGHTED
AVERAGE
EXERCISE
PRICE

WEIGHTED
AVERAGE
REMAINING
CONTRACTUAL
TERM
(IN YEARS)
AGGREGATE
INTRINSIC
VALUE (IN
MILLIONS)

Outstanding at December 31, 2011
29,169
$
22.34

 
 
Granted
1,915
$
20.42

 
 
Exercised
(5,440)
$
20.59

 
 
Forfeited or expired
(2,835)
$
24.26

 
 
Outstanding at December 31, 2012(1)
22,809
$
22.36

4.87
$
133

Exercisable at December 31, 2012
16,787
$
24.14

3.85
$
71

(1) As of December 31, 2012, there were approximately 1.5 million stock options that had met the requisite service period and will be released as identified in the grant terms.
Schedule of Restricted Stock Units Award Activity
Activity
The following table shows our restricted stock unit activity for 2012.
 
STOCK UNITS
(IN THOUSANDS)
WEIGHTED
AVERAGE
GRANT-DATE
FAIR VALUE

Nonvested at December 31, 2011
1,739
$
24.72

Granted
704
$
20.42

Vested
(737)
$
26.31

Forfeited
(57)
$
22.54

Nonvested at December 31, 2012(1)(2)
1,649
$
22.25

(1) As of December 31, 2012, there were approximately 57 thousand restricted stock units that had met the requisite service period and will be released as identified in the grant terms.
(2) Includes 306 thousand shares related to the Special Dividend associated with our REIT conversion in 2010. These units will be issued as the underlying shares vest. Nonvested units do not include any regular dividends.
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
  
2012 GRANTS

2011 GRANTS

Performance period
1/1/2012 – 12/31/2013

1/1/2011 – 12/31/2012

Valuation date closing stock price
$
20.56

$
24.32

Expected dividends
2.92
%
0.82
%
Risk-free rate
0.08% - 0.32%

0.12% - 0.80%

Volatility
34.86% - 34.66%

28.65% - 35.74%
Schedule of Nonvested Performance Share Units at Target Levels for 2012
Activity
The following table shows our performance share unit activity for 2012.
 
2012 GRANTS (IN THOUSANDS)

2011 GRANTS (IN THOUSANDS)

TOTAL GRANTS(IN THOUSANDS)
WEIGHTED
AVERAGE
GRANT-DATE
FAIR VALUE

Nonvested at December 31, 2011
—

314

314
$
27.30

Granted at target
344

—

344
$
21.73

Forfeited
—

(1)

(1)
$
27.30

Performance adjustment
76

81

157
$
24.38

Nonvested at December 31, 2012(1)
420

394

814
$
24.38

(1) As of December 31, 2012, there were approximately 100 thousand performance share units that had met the requisite service period and will be released as identified in the grant terms.
Weighted Average Assumptions Used to Re-measure Value of Stock Appreciation Rights
Weighted Average Assumptions Used to Re-measure Value of Stock Appreciation Rights at Year-End
  
December 31, 2012
Expected volatility
29.07
%
Expected dividends
2.44
%
Expected term (in years)
1.71

Risk-free rate
0.27
%
Weighted average fair value
$
7.25
Schedule of Stock Appreciation Rights Activity
Activity
The following table shows our stock appreciation rights activity for 2012.
 
RIGHTS
(IN
THOUSANDS)

WEIGHTED
AVERAGE
EXERCISE
PRICE

AVERAGE
REMAINING
CONTRACTUAL
TERM
(IN YEARS)

AGGREGATE
INTRINSIC
VALUE (IN
MILLIONS)

Outstanding at December 31, 2011
1,578

$
22.80

 
 
Granted
52

$
20.42

 
 
Exercised
(235
)
$
19.07

 
 
Forfeited or expired
(244
)
$
26.45

 
 
Outstanding at December 31, 2012
1,151

$
22.67

4.64

$
6

Exercisable at December 31, 2012
926

$
24.18

3.94

$
4
Deferred Compensation Arrangements, Overall, Description Certain employees and our board of directors may defer compensation into stock-equivalent units.The DetailsThe plan works differently for employees and directors.Eligible employees:•may choose to defer all or part of their bonus into stock-equivalent units;•may choose to defer part of their salary, except for executive officers; and•receive a 15 percent premium if the deferral is for at least five years.Our directors:•receive a portion of their annual retainer fee in the form of restricted stock units, which vest over one year and may be deferred into stock-equivalent units;•may choose to defer some or all of the remainder of their annual retainer fee into stock-equivalent units; and•do not receive a premium for their deferrals.Employees and directors also choose when the deferrals will be paid out although no deferrals may be paid until after the separation from service of the employee or director.
Stock options
  
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award Our stock options generally:•vest over four years of continuous service and•must be exercised within 10 years of the grant date.The vesting and post-termination vesting terms for stock options granted in 2012, 2011 and 2010 were as follows:•vest ratably over 4 years;•vest or continue to vest in the event of death, disability or retirement at an age of at least 62; •continue to vest for one year in the event of involuntary termination when the retirement criteria for full or continued vesting have not been met; and•stop vesting for all other situations including early retirement prior to age 62.
Restricted stock units
  
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award Our restricted stock units granted in 2012, 2011 and 2010 generally:•vest ratably over four years; •immediately vest in the event of death while employed or disability;•partially vest upon retirement at an age of at least 62 or job elimination depending on the employment period after grant date; and•will be forfeited upon termination of employment in all other situations including early retirement prior to age 62.
Performance share units
  
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award The final number of shares awarded will range from 0 percent to 150 percent of each grant’s target, depending upon actual company performance.The ultimate number of performance share units earned is based on two measures:•Weyerhaeuser’s cash flow during the first year determined the initial number of units earned and•Weyerhaeuser’s relative total shareholder return (TSR) ranking in the S&P 500 during the first two years is used to adjust the initial number of units earned up or down by 20 percent.At the end of the two-year performance period and over a further two-year vesting period, performance share units would be paid in shares of our stock. Performance share units granted and that are earned vest 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 the participant dies or becomes disabled while employed;•a percentage of the units continue to vest upon retirement at age 62 or older or upon job elimination, with the percentage based on the length of time between the grant date and termination of employment; and•unvested units will be forfeited upon termination of employment for all other reasons including early retirement prior to age 62.
Stock appreciation rights
  
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award Stock appreciation rights are similar to stock options. Employees benefit when the market price of our stock is higher on the exercise date than it was on the date the stock appreciation rights were granted. The differences are that the employee:•receives the benefit as a cash award and•does not purchase the underlying stock.The vesting conditions and exceptions are the same as for 10-year stock options. Details are in the Stock Options section earlier in this note.Stock appreciation rights are generally issued to employees outside of the U.S.