8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

November 17, 2010

(Date of earliest event report)

WEYERHAEUSER COMPANY

(Exact name of registrant as specified in charter)

Washington	1-4825	91-0470860
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

Federal Way, Washington 98063-9777

(Address of principal executive offices)

(zip code)

Registrant’s telephone number, including area code:

(253) 924-2345

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 7.01. Regulation FD	3
Item 9.01. Financial Statements and Exhibits	3
SIGNATURES	4
EXHIBIT INDEX
EXHIBIT 99.1

ITEM 7.01. REGULATION FD

On November 17, 2010 Patty Bedient, Executive Vice President and Chief Financial Officer of Weyerhaeuser Company participated in the National Association of Real Estate Investment Trusts annual convention. A copy of the presentation slides are furnished as Exhibit 99.1 to this report. This exhibit and a webcast of the presentations are available on the Company’s website.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) The following item is filed as an exhibit to this report:

Exhibit 99.1 – National Association of Real Estate Investment Trusts annual convention presentation slides dated November 17, 2010

3

SIGNATURES

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 hereunto duly authorized.

	WEYERHAEUSER COMPANY
By	/s/    JERALD W. RICHARDS
Its:	Chief Accounting Officer

Date: November 19, 2010

4

EX-99.1

WEYERHAEUSER COMPANY

NAREIT Annual Convention –

New York

Exhibit 99.1

2

Forward-looking Statement

This presentation contains statements concerning the company’s 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 and may not be accurate because of risks and uncertainties

surrounding

these

assumptions.

Factors

listed

below,

as

well

as

other

factors,

may

cause

actual

results

to

differ

significantly

from

these

forward-looking

statements. 

There is no guarantee that any of the events anticipated by these forward-looking statements will occur.  If any of the events occur, there is no guarantee what effect

they will have on company operations or financial condition.  The company will not update these forward-looking statements after the date of this presentation.

Some

forward-looking

statements

discuss

the

company’s

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.

This presentation contains forward-looking statements regarding the company’s expectations during the fourth quarter of 2010, including the company’s markets;

lower log prices and harvest volumes in Timberlands; seasonally lower sales and realizations across product lines in the Wood Products segment; impairments which

may result from management’s review of the company’s capacity plan in the Wood Products segment; increased scheduled maintenance and lower average pulp

price realizations in the Cellulose Fiber segment; and lower margins offset by seasonally higher home closings in our single-family homebuilding operations.  Major

risks, uncertainties and assumptions that affect the company’s businesses 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

the

company’s

products,

which

is

related

to

the

strength

of

the

various

U.S.

business

segments

and

economic

conditions;

performance of the company’s manufacturing operations, including maintenance requirements;

the level of competition from domestic and foreign producers;

raw material prices;

energy prices; transportation costs;

the level of competition from domestic and foreign producers;

the effect of weather;

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

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

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 company stock on charges for stock-based compensation;

changes in accounting principles;

performance

of

pension

fund

investments

and

related

derivatives;

and

other factors described under “Risk Factors”

in the Company’s annual report on Form

10-K.

The company also is a large exporter and is affected by changes in economic activity in Europe and Asia, particularly Japan and China. It also is affected by

changes in currency exchange rates, particularly the relative value of the U.S. dollar to the euro and the Canadian dollar. Restrictions on international trade

or tariffs imposed on imports also may affect the company.

3

Weyerhaeuser Company

Timberlands (REIT)

Taxable REIT Subsidiary

Non-REIT

Timber Business

Wood Products

Cellulose Fibers

Weyerhaeuser Real

Estate Company (WRECO)

Weyerhaeuser Overview:

Electing REIT Status for 2010

Minerals

Lumber, OSB,

Engineered Wood Products

Over 6 million acres of timberlands

Specialty Absorbent Pulp

Single Family Homebuilding

Land Development

4

Reasons to Own Weyerhaeuser

Valuable timberland holdings

Leader in adding and extracting value from timberlands

Uniquely positioned to benefit from the recovery

Focused on returning value to shareholders

TIMBERLAND-FOCUSED STRATEGY

OPTIMIZED BY REIT STRUCTURE

5

Timberland Asset

Over 6.5 million acres of timberlands

Over 7 million acres of mineral rights

Does not include 15.2 million acres of forestland under license in Canada

Timberlands

Acres (000)

%

US West

US South

Uruguay

China JV

Total

Core

1,850

3,720

341

45

5,956

90.7%

Non-Core

213

394

-

-

607

9.3%

TOTAL

2,063

4,114

341

45

6,563

100%

6

1%

Other

Conifer

Douglas fir –

most desired, highest value species

Harvest 93%+ Sawlogs

Major log exporter to Asia

More Than Two Million Acres of Valuable

Timberlands in the US West

US West

76%

Douglas fir / Cedar

18%

Whitewood

5%

Hardwood

State

Acres in

Thousands*

Oregon

964

Washington

1,099

* Total Inventory at 12/31/09, Weyerhaeuser 2009 Fact Book

7

24%

Hardwood

76%

Southern

Yellow Pine

Southern yellow pine –

most

desired/highest-valued species

Harvest 60%+ Sawlogs,

increasing to 65% over the next

five years

More Than Four Million Acres of Valuable

Timberlands in the US South

State

Acres in

Thousands*

Alabama

569

Arkansas

629

Louisiana

1,031

Mississippi

794

North Carolina

541

Oklahoma /

Texas

550

* Total Inventory at 12/31/09, Weyerhaeuser 2009 Fact Book

US South

8

Timberland Strategy

Generate high returns on sustainably managed forests

Timberland

focused

on

saw

timber

–

generates

the

highest

operating values

Proprietary silviculture

practices generate highest return

from timberland

Scale operations create cost advantage

Capture additional value from timberlands

(minerals, oil & gas, environmental benefits)

Grow timberland holdings

9

Positive Outlook for US Timber Values

Saw timber demand expected to grow

Driven by housing starts returning to trend

Shortfall in future Canadian harvest due

to  pine beetle infestation

Canada has historically provided approximately

one third of US lumber supply

Export market remains strong and likely to expand

Demand is increasing for biomass and environmental

solutions from the forest

10

Weyerhaeuser Positioned to Capitalize on

Attractive Timberland Outlook

Saw timber focused

Proprietary silviculture practices result in greater

productivity and margin

Scale and logistics provide cost advantage

Export log market capability

Additional value from minerals, oil & gas, environmental

benefits

Recognized for sustainable management

11

Weyerhaeuser Positioned to Capture Benefits

Harvest expected to increase 71% (2009 –

2019)

Cash flow driven by increased harvest volume,

mix and price recovery

Harvest will be adjusted to demand levels

Weyerhaeuser Global Fee Harvest Volume

0

5

10

15

20

25

30

35

0

1

2

3

4

5

6

7

8

9

International

North America

Fee Acres Owned

Information as of

May 2010 has not

been updated for

market changes

(May 2010)

12

Taxable REIT Subsidiary Strategy

TRS will:

Service company debt and legacy liabilities

Support the dividend

Businesses

Non-REIT Timberland activities

Wood Products

Cellulose Fibers

Single-family homebuilding:  WRECO

13

2009 Net Sales of $2.2 Billion

(Net Sales thru Q3 2010 of $2.0 billion)

Wood Products

40%

18%

10%

4%

9%

19%

Softwood Lumber

Engineered Solid Section & I-Joists

Oriented Strand Board

Plywood

Hardwood Lumber

Other Products Manufactured or

Purchased for Resale

14

Cellulose Fibers

42%

20%

19%

14%

5%

Fluff Pulp for Disposable

Hygiene Products

Pulp for Premium Towel &

Tissue

Liquid Packaging

Board

Specialty Chemical

Cellulose Pulp

Other Products

2009 Net Sales of $1.5 Billion

(Net Sales thru Q3 2010 of $1.4 billion)

15

WRECO (Weyerhaeuser Real Estate Co.)

2009 Net Sales of $900 Million

(Net Sales thru Q3 2010 of $618 million)

16

Substantial Near-Term Liquidity

Cash Balance Q3 2010

(After Special Dividend payment)

$1.37 billion

Bank Revolving Credit Facility

(Expires 12/2011)

$1.0 billion

17

Long-Term Obligations

Total Debt 3Q 2010              $5.1 billion

2010

2011

2012

2013

2014

2017-2033

$40

$30

$ 732

$409

$15

$3,891

Debt Maturity Schedule ($ millions)

Other long-term obligations(pension, other post

employment benefits)

18

Dividend Considerations

Macroeconomic climate

Earning potential of the company

Target capital structure

Appropriate debt levels

Long term liquidity

Maintaining access to capital

Affordability

Future growth opportunities

Guidance to be provided in December 2010

19

Reasons to Own Weyerhaeuser

Valuable timberland holdings

Leader in adding and extracting value from timberlands

Uniquely positioned to benefit from the recovery

Focused on returning value to shareholders

TIMBERLAND-FOCUSED STRATEGY

OPTIMIZED BY REIT STRUCTURE

Questions?

Appendix

22

Earnings Summary

$ Millions except EPS

2009

2010

Contribution to Earnings

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Timberlands

$40

$71

$58

$28

$81

$70

$75

Wood Products

(176)

(147)

(92)

(123)

(63)

(11)

(100)

Cellulose Fibers

32

(7)

44

34

19

74

181

Real Estate

(24)

2

(9)

11

31

27

20

Corporate and Other

(14)

20

14

(11)

12

8

10

Total Contribution to Earnings before Special Items

($142)

($61)

$15

($61)

$80

$168

$186

Special Items

(192)

28

128

(72)

44

8

--

Total Contribution to Earnings

($334)

($33)

$143

($133)

$124

$176

$186

Interest Expense, net

1.

(106)

(105)

(108)

(143)

(106)

(155)

(95)

Income Taxes

2.

176

32

(35)

101

(38)

(7)

1,025

Net Income (loss)

($264)

($106)

$0

($175)

($20)

$14

$1,116

Diluted EPS ³

($1.25)

($0.50)

$0.00

($0.83)

($0.10)

$0.07

$3.50

1.

Excludes

interest

income.

Interest

expense

includes

losses

on

early

extinguishment

of

debt

of

$1

million

in

2010

Q3,

$49

million

in

2010

Q2,

and

$28

million in 2009 Q4.

2.

Income taxes for  2010 Q3 include $1,043 million of income for the reversal of deferred tax liabilities associated with the conversion to REIT status and

$8 million in tax charges related to Medicare Part D subsidy plan changes, unrecognized tax benefits and other adjustments. 2010 Q1 includes a $28

million tax charge related to a change in Medicare prescription drug subsidies and a $3 million charge related to a state tax rate change. 2009 Q3

includes a $15 million tax charge related to the true-up of previous tax liabilities and a $6 million charge related to FIN 48 tax liabilities, state tax law

and rate changes. 2009 Q2 includes a $13 million tax charge primarily related to state tax law and rate changes.

3.

Weyerhaeuser’s share count increased during 2010 Q3 due to the company’s special dividend payment.  An explanation of the changes and pro forma

EPS calculations are set forth on Charts 12 and 13.

23

Special Dividend Summary

$5.6 billion special dividend paid on September 1

$560 million in cash distributed

324.3 million common shares issued

535.9 million total common shares now outstanding

Shareholders who elected cash received

over 15% of the dividend in cash

24

Third Quarter Accounting Impact of

Special Dividend Distribution

Changes to balance sheet

Cash reduced by $560 million

Deferred tax liability reduced by approximately $1.0 billion

Shareholders’

equity increased by $440 million

Changes to income statement

Tax benefit of $1.0 billion, as a result of the elimination

of deferred taxes

2010 income tax expense recalculated to reflect REIT treatment

Stock portion of E&P dividend treated as share issuance,

and EPS will be adjusted on a prospective basis

25

Reconciliation of Changes in Share Count

On Sept. 1, 2010, Weyerhaeuser paid a previously announced special dividend consisting of approximately

324 million shares of common stock and $560 million in cash.

All numbers are approximate due to rounding.

Explanation of 2010 Q3 Ending Share Count

(millions)

Common shares outstanding at the end of 2010 Q2

212

Basic shares issued as part of special dividend

324

Basic shares outstanding at the end of 2010 Q3

536

Dilutive effect of other potential shares (e.g. stock options)

1

Diluted shares outstanding at the end of 2010 Q3

537

2010 Q3 EPS was calculated based on approximately 318 million weighted average shares

outstanding.

Share Count Used in Calculation of 2010 Q3 EPS

(millions)

1

Common shares outstanding at end of 2010 Q2

212

Weighted average new shares outstanding during 2010 Q3

( 324 million new shares issued and outstanding for 30 of the 92

days in the quarter =

106)

106

Weighted average shares used in calculation of 2010 Q3 EPS

318

Weyerhaeuser expects to calculate 2010 Q4 EPS based on approximately 537 million weighted

average shares outstanding.

1.

Dilutive

effect

of

additional

share

issuance

in

2010

Q3

weighted

average

share

count

is

not

called

out

due

to

rounding.