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

December 9, 2010

(Date of earliest event reported)

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

EXHIBIT INDEX

EXHIBIT 99.1

EXHIBIT 99.2

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C., 20549

ITEM 7.01.    REGULATION FD

On December 13, 2010, the Company issued a press release containing the Board of Director’s guidance regarding the Company’s 2011 dividends. A copy of the press release is attached as Exhibit 99.1.

On December 13, 2010, Dan Fulton, President and Chief Executive Officer and Patty Bedient, Executive Vice President and Chief Financial Officer of Weyerhaeuser Company participated in a conference call to discuss the Board’s guidance. A copy of the presentation slides are furnished as Exhibit 99.2 to this report. These exhibits are available on the Company’s website. A recording of the call has been archived and the replay also is available on the Company’s website.

ITEM 2.06.    MATERIAL IMPAIRMENTS

On December 9, 2010, the company’s Board of Directors approved a series of actions as a result of a review of Wood Products system capacity. Those actions include a determination that it is unlikely to reopen certain facilities including the Deerwood, MN Timberstrand mill, the Pine Hill, AL sawmill, and the Wawa, Ontario oriented strand board mill. Management is evaluating other options for those facilities, including sale. The company is in the process of completing its accounting analysis and anticipates that total impairments and other asset-related charges that result from the Wood Products decisions will be approximately $95 million before taxes. The company expects that none of the charges will result in future cash expenditures.

The company is completing its quarterly evaluation of real estate and related assets and anticipates recording an impairment charge of approximately $15 million before taxes. The company expects that none of the charges will result in future cash expenditures.

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS

(d) The following items are filed as exhibits to this report:

Exhibit 99.1 – Press release issued December 13, 2010

Exhibit 99.2 – Slides

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: December 13, 2010

EX-99.1

Exhibit 99.1

For immediate release

For more information contact:

Media – Bruce Amundson (253) 924-3047

Analysts – Kathryn McAuley (253) 924-2058

Weyerhaeuser provides dividend guidance for 2011

• Conference call today at 9 a.m. Eastern Time

FEDERAL WAY, Wash. (Dec. 13, 2010) – Weyerhaeuser Company (NYSE: WY) today announced the dividend guidance its board of directors is providing for 2011.

Weyerhaeuser anticipates paying a quarterly dividend of 15 cents per share, or 60 cents per share on an annualized basis, with the first dividend payment expected to occur in March 2011. The board will determine and declare the actual dividend on a quarterly basis.

“This action establishes a dividend that is attractive to shareholders – one that is sustainable and that we expect to grow over time,” said Dan Fulton, president and chief executive officer.

“We do not anticipate significant improvement in the housing market in 2011,” Fulton said. “While there is significant near term uncertainty, the longer-term outlook remains positive as we expect improved macroeconomic conditions and housing starts to return to trend levels.”

The company is targeting a dividend payout ratio of 75 percent of Funds Available for Distribution (FAD) over the cycle. However, given the near-term outlook, the company’s 2011 dividend payout may be significantly all of its FAD for the year.

As previously announced, Weyerhaeuser intends to make the REIT election when it files its 2010 tax return, making the effective date Jan. 1, 2010.

The company also announced it expects to incur impairment charges of $95 million as a result of the ongoing review of its Wood Products system capacity, and $15 million on certain real estate assets. Weyerhaeuser will file a current report on Form 8K with the Securities and Exchange Commission today with additional details regarding the impairments.

Investor Conference Call

Weyerhaeuser will hold a live conference call at 9 a.m. Eastern (6 a.m. Pacific) on Dec. 13, 2010 to discuss today’s announcement.

To access the conference call from within North America, dial 1-866-518-4547 at least 15 minutes prior to the call. Those calling from outside North America should dial 1-706-643-9225. The access code for the conference call is 29140156. Replays will be available for one week at 1-800-642-1687 from within North America and at 1-706-645-9291 from outside North America. The access code for the replays is 29140156.

The call will also be webcast through Weyerhaeuser’s Internet site at http://investor.weyerhaeuser.com and is accessible by selecting the “Dec. 13 Conference Call” link.

The webcast is available through the Thomson StreetEvents Network to both institutional and individual investors. Individual investors can listen to the call at http://www.fulldisclosure.com, Thomson’s individual investor portal, powered by StreetEvents. Institutional investors can access the call via Thomson’s password-protected site, StreetEvents (http://www.streetevents.com).

About Weyerhaeuser

Weyerhaeuser Company, one of the world’s largest forest products companies, began operations in 1900. We grow and harvest trees, build homes and make a range of forest products essential to everyday lives. We manage our timberland on a sustainable basis in compliance with internationally recognized forestry standards. At the end of 2009, we employed approximately 14,900 employees in 10 countries. We have customers worldwide and generated $5.5 billion in sales in 2009. Our stock trades on the New York Stock exchange under the symbol WY. Additional information about us is available at http://www.weyerhaeuser.com.

Forward Looking Statement

This press release 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 press release.

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 press release contains forward-looking statements regarding the company’s expectations during the during the fourth quarter of 2010 and in 2011, including continuing difficult economic conditions; a challenging homebuilding market in 2011, performance of the Company’s Real Estate segment and impairments in the Real Estate segment; impairments resulting from management’s review of the company’s capacity plan in the Wood Products segment; performance of the Company’ Cellulose Fibers segment; harvest levels in Timberlands; liquidity and funds available for distribution; and debt and interest expense levels. 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;

• the level of competition from domestic and foreign producers;

• raw material and energy prices and transportation costs;

• 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.

EX-99.2

WEYERHAEUSER COMPANY

Dividend Guidance

December 13, 2010

Exhibit 99.2

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 during the fourth quarter of 2010 and in 2011,

including continuing difficult economic conditions; a challenging homebuilding market in 2011, performance of the Company’s Real Estate segment,

housing starts and impairments in the Real Estate segment; impairments resulting from management’s review of the company’s capacity plan in the Wood

Products segment and

performance

of

the

segment;

performance

of

the

Company’

Cellulose

Fibers

segment

and

pulp

prices;

harvest

levels

in

Timberlands;

liquidity and funds available for distribution; debt and interest expense levels; and earnings and cash flows.  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;

the level of competition from domestic and foreign producers;

raw material and energy prices and transportation costs;

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

2011 Dividend Guidance

Expect to pay quarterly dividend of 15 cents per share,

or 60 cents per share on annualized basis

First dividend payment expected to occur in March 2011

Board to declare actual dividend on quarterly basis

Targeting dividend payout ratio of 75% of

Funds Available for Distribution (FAD) over cycle

FAD defined as cash flow before debt repayment and dividends

2011 dividend payout may be significantly all of FAD

for the year, given near-term outlook

4

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

5

2011 Dividend Schedule

Declaration

Date

Record

Date

Payment

Date

February 10

March 1

March 15

April 14

May 13

June 1

August 11

September 1

September 15

October 13

November 11

December 1

6

Expectations for 2011

Longer-term outlook remains positive, but expect housing market

in 2011 will not significantly improve as compared to 2010

Anticipate single-family housing starts of 525,000 in 2011

Expectations for business segments:

Timberlands: Continuing to defer harvest, but expect harvest

to increase slightly over 2010 levels

Wood Products: Despite near-term uncertainty, expect positive

cash flow in 2011

WRECO: Continuing to deliver strong performance relative to its peers,

but backlog at start of 2011 will likely be lower than at start of 2010

Cellulose Fibers: Continuing strong operating performance,

but expect softening in pulp prices to result in lower earnings

7

Conclusion

This action establishes a

dividend that is attractive to

shareholders –

one that is

sustainable and that we expect

to grow over time