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 SEPTEMBER 30, 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.    x  Yes    o  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 October 26, 2012, 541,532,100 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”)	19
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	37
ITEM 4.	CONTROLS AND PROCEDURES	37
PART II	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	37
ITEM 1A.	RISK FACTORS	37
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	38
	SIGNATURES	38

FINANCIAL INFORMATION

CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES	SEPTEMBER 2012			SEPTEMBER 2011			SEPTEMBER 2012			SEPTEMBER 2011
Net sales and revenues	$	1,772		$	1,569		$	5,059		$	4,601
Cost of products sold	1,424			1,283			4,230			3,803
Gross margin	348			286			829			798
Selling, general and administrative expenses	156			135			448			452
Research and development expenses	8			7			23			21
Charges for restructuring, closures and impairments (Note 6)	10			41			26			52
Other operating costs (income), net (Note 7)	(28		)	3			(147		)	(190		)
Operating income	202			100			479			463
Interest income and other	15			15			38			35
Interest expense, net of capitalized interest	(87		)	(86		)	(260		)	(296		)
Earnings from continuing operations before income taxes	130			29			257			202
Income taxes (Note 15)	(13		)	104			(15		)	52
Earnings from continuing operations	117			133			242			254
Earnings from discontinued operations, net of income taxes (Note 4)	—			24			—			12
Net earnings attributable to Weyerhaeuser common shareholders	$	117		$	157		$	242		$	266
Earnings per share attributable to Weyerhaeuser common shareholders, basic and diluted (Note 3):
Continuing operations	$	0.22		$	0.25		$	0.45		$	0.47
Discontinued operations	—			0.04			—			0.02
Net earnings per share	$	0.22		$	0.29		$	0.45		$	0.49
Dividends paid per share	$	0.15		$	0.15		$	0.45		$	0.45
Weighted average shares outstanding (in thousands) (Note 3):
Basic	539,094			537,969			538,146			537,906
Diluted	542,311			539,827			540,694			540,469

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(UNAUDITED)

	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2012			SEPTEMBER 2011			SEPTEMBER 2012			SEPTEMBER 2011
Net earnings attributable to Weyerhaeuser common shareholders	$	117		$	157		$	242		$	266
Other comprehensive income (loss):
Foreign currency translation adjustments	26			(40		)	25			(18		)
Actuarial gains, net of tax expense of $10, $20, $31 and $77	17			48			65			158
Prior service costs, net of tax expense (benefit) of $0, $1, ($49) and $2	(2		)	(1		)	(108		)	(4		)
Total other comprehensive income (loss)	41			7			(18		)	136
Comprehensive income attributable to Weyerhaeuser common shareholders	$	158		$	164		$	224		$	402

See accompanying Notes to Consolidated Financial Statements.

1

CONSOLIDATED BALANCE SHEET

(UNAUDITED)

DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES	SEPTEMBER 30, 2012		DECEMBER 31, 2011
ASSETS
Forest Products:
Current assets:
Cash and cash equivalents	$	602	$	950
Receivables, less allowances of $4 and $6	504		468
Receivables for taxes	97		22
Inventories (Note 8)	512		476
Prepaid expenses	83		68
Deferred tax assets	117		81
Total current assets	1,915		2,065
Property and equipment, less accumulated depreciation of $6,600 and $6,550	2,759		2,901
Construction in progress	220		145
Timber and timberlands at cost, less depletion charged to disposals	3,967		3,978
Investments in and advances to equity affiliates	188		192
Goodwill	40		40
Other assets	352		444
Assets held by variable interest entities (Note 12)	914		916
	10,355		10,681
Real Estate:
Cash and cash equivalents	6		3
Receivables, less discounts and allowances of $6 and $2	36		41
Real estate in process of development and for sale	602		555
Land being processed for development	982		936
Investments in and advances to equity affiliates	20		21
Deferred tax assets	233		240
Other assets	98		113
Assets held by variable interest entities	6		8
	1,983		1,917
Total assets	$	12,338	$	12,598

See accompanying Notes to Consolidated Financial Statements

2

CONSOLIDATED BALANCE SHEET

(CONTINUED)

	SEPTEMBER 30, 2012			DECEMBER 31, 2011
LIABILITIES AND EQUITY
Forest Products:
Current liabilities:
Current maturities of long-term debt (Note 10)	$	340		$	12
Accounts payable	356			336
Accrued liabilities (Note 9)	558			593
Total current liabilities	1,254			941
Long-term debt (Note 10)	3,842			4,181
Deferred income taxes	68			93
Deferred pension and other postretirement benefits	1,378			1,467
Other liabilities	477			408
Liabilities (nonrecourse to the company) held by variable interest entities (Note 12)	680			776
	7,699			7,866
Real Estate:
Long-term debt (Note 10)	109			285
Other liabilities	177			172
Liabilities (nonrecourse to the company) held by variable interest entities	—			8
	286			465
Commitments and contingencies (Note 14)
Total liabilities	7,985			8,331
Equity:
Weyerhaeuser shareholders’ interest:
Common shares: $1.25 par value; authorized 1,360,000,000 shares; issued and outstanding: 540,671,722 and 536,425,400 shares	676			671
Other capital	4,692			4,595
Retained earnings	169			176
Cumulative other comprehensive loss (Note 13)	(1,197		)	(1,179		)
Total Weyerhaeuser shareholders’ interest	4,340			4,263
Noncontrolling interests	13			4
Total equity	4,353			4,267
Total liabilities and equity	$	12,338		$	12,598

See accompanying Notes to Consolidated Financial Statements.

3

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

	YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 30, 2012			SEPTEMBER 30, 2011
Cash flows from operations:
Net earnings	$	242		$	266
Noncash charges (credits) to earnings:
Depreciation, depletion and amortization	338			363
Deferred income taxes, net	22			(77		)
Pension and other postretirement benefits (Note 11)	(39		)	60
Share-based compensation expense	28			19
Charges for impairment of assets	19			37
Net gains on dispositions of assets(1)	(39		)	(227		)
Foreign exchange transaction (gains) losses (Note 7)	(8		)	11
Change in:
Receivables less allowances	(33		)	(34		)
Receivable for taxes	15			(19		)
Inventories	(34		)	(40		)
Real estate and land	(95		)	(49		)
Prepaid expenses	(18		)	(14		)
Accounts payable and accrued liabilities	10			(74		)
Deposits on land positions and other assets	11			(9		)
Pension and postretirement contributions	(109		)	(64		)
Other	19			(5		)
Net cash from operations	329			144
Cash flows from investing activities:
Property and equipment	(197		)	(136		)
Timberlands reforestation	(22		)	(23		)
Proceeds from sale of assets	36			353
Payments of liabilities held by variable interest entities (Note 12)	(97		)	—
Other	(1		)	(6		)
Cash from investing activities	(281		)	188
Cash flows from financing activities:
Cash dividends	(242		)	(242		)
Change in book overdrafts	(32		)	(26		)
Payments on debt	(187		)	(550		)
Exercises of stock options	73			37
Repurchase of common stock (Note 3)	—			(24		)
Other	(5		)	(23		)
Cash from financing activities	(393		)	(828		)
Net change in cash and cash equivalents	(345		)	(496		)
Cash and cash equivalents at beginning of period	953			1,467
Cash and cash equivalents at end of period	$	608		$	971
Cash paid (received) during the period for:
Interest, net of amount capitalized of $16 and $24	$	290		$	362
Income taxes	$	(14	)	$	21

(1) Includes gains on timberland exchanges.

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	10
NOTE 6:	CHARGES FOR RESTRUCTURING, CLOSURES AND ASSET IMPAIRMENTS	12
NOTE 7:	OTHER OPERATING COSTS (INCOME), NET	13
NOTE 8:	INVENTORIES	13
NOTE 9:	ACCRUED LIABILITIES	14
NOTE 10:	FAIR VALUE OF FINANCIAL INSTRUMENTS	14
NOTE 11:	PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS	15
NOTE 12:	VARIABLE INTEREST ENTITIES	16
NOTE 13:	CUMULATIVE OTHER COMPREHENSIVE LOSS	16
NOTE 14:	LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES	16
NOTE 15:	INCOME TAXES	17

5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE QUARTERS ENDED SEPTEMBER 30, 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 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.

6

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 the following:

• We changed the way we classify certain transactions within operating on our Consolidated Statement of Cash Flows.

• We now report the elimination of intersegment profit on inventory and the LIFO reserve in Unallocated Items. Previously these company-level adjustments were recorded in the business segments. This provides a better understanding of business operating results.

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 from the segment results below. See Note 4: Discontinued Operations for information regarding our discontinued operations.

7

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

	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2012			SEPTEMBER 2011			SEPTEMBER 2012			SEPTEMBER 2011
Sales to and revenues from unaffiliated customers:
Timberlands	$	267		$	252		$	779		$	770
Wood Products	816			603			2,226			1,734
Cellulose Fibers	459			503			1,391			1,535
Real Estate	230			211			663			562
	1,772			1,569			5,059			4,601
Intersegment sales:
Timberlands	162			154			498			479
Wood Products	18			20			58			61
	180			174			556			540
Total sales and revenues	1,952			1,743			5,615			5,141
Intersegment eliminations	(180		)	(174		)	(556		)	(540		)
Total	$	1,772		$	1,569		$	5,059		$	4,601
Net contribution to earnings from continuing operations:
Timberlands	$	80		$	61		$	227		$	420
Wood Products	59			(80		)	82			(166		)
Cellulose Fibers	78			139			162			316
Real Estate	17			10			24			17
	234			130			495			587
Unallocated Items(1)	(17		)	(15		)	22			(89		)
Net contribution to earnings from discontinued operations	—			37			—			20
Net contribution to earnings	217			152			517			518
Interest expense, net of capitalized interest	(87		)	(86		)	(260		)	(296		)
Income before income taxes (continuing and discontinued operations)	130			66			257			222
Income taxes (continuing and discontinued operations)	(13		)	91			(15		)	44
Net earnings attributable to Weyerhaeuser common shareholders	$	117		$	157		$	242		$	266

(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; foreign exchange transaction gains and losses associated with financing; and the elimination of intersegment profit in inventory and the LIFO reserve.

NOTE 3:NET EARNINGS PER SHARE

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

• $0.22 during third quarter and $0.45 during year-to-date 2012, respectively; and

• $0.29 during third quarter and $0.49 during year-to-date 2011, respectively.

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.

8

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		YEAR-TO-DATE ENDED
SHARES IN THOUSANDS	SEPTEMBER 2012	SEPTEMBER 2011	SEPTEMBER 2012	SEPTEMBER 2011
Stock options	6,644	23,666	6,644	23,666
Performance share units	516	471	516	471

During third quarter 2011, we repurchased 1,199,800 shares of common stock for $20 million under the 2008 stock repurchase program. On August 11, 2011, our board of directors replaced the 2008 stock repurchase program and approved the 2011 stock repurchase program under which we are authorized to repurchase up to $250 million of outstanding shares. During third quarter 2011, we repurchased 589,824 shares of common stock for $9 million under the 2011 program. Cash settlements of $5 million occurred at the beginning of the fourth quarter. All common stock purchases under the programs were made in open-market transactions. As of September 30, 2012, we had remaining authorization of $233 million for future share repurchases.

NOTE 4:DISCONTINUED OPERATIONS

There are no operations classified as discontinued for the quarter and year-to-date periods ended September 30, 2012. Discontinued operations for the quarter and year-to-date periods ended September 30, 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.

9

	QUARTER ENDED			YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2011			SEPTEMBER 2011
Net sales:
Hardwoods	$	27		$	222
Westwood Shipping Lines	56			180
Total net sales from discontinued operations	$	83		$	402
Loss from operations:
Hardwoods	$	(4	)	$	(3	)
Westwood Shipping Lines	(4		)	—
Other discontinued operations	—			(13		)
Total loss from discontinued operations	(8		)	(16		)
Income taxes	3			5
Net loss from operations	(5		)	(11		)
Net gain (loss) on sale (after-tax):
Hardwoods	(8		)	(14		)
Westwood Shipping Lines	31			31
Sale of property	6			6
Net earnings from discontinued operations	$	24		$	12

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.

Other discontinued operations relate to gains or losses recognized in the period for businesses we have divested in prior years and are included in Unallocated Items. During second quarter 2011 we increased our reserve for estimated future environmental remediation costs and recognized an $11 million charge associated with discontinued operations.

SALE OF HARDWOODS

On August 1, 2011, we completed the sale of our hardwoods operations to American Industrial Partners for consideration of $109 million, of which $25 million was a note receivable. During second quarter 2011, we reduced our hardwoods assets to their fair value less selling costs which resulted in the recognition of a $9 million charge. An additional $10 million pension curtailment charge was recognized in third quarter 2011 when the transaction closed. Total pre-tax charges on the sale of $22 million were recorded in our Wood Products segment. We recognized a tax benefit on the sale of $8 million resulting in a year-to-date net loss of $14 million.

SALE OF WESTWOOD SHIPPING LINES

On September 30, 2011, we completed the sale of Westwood Shipping Lines to J-WesCo of Japan for $58 million in cash. We recognized a pre-tax gain of $49 million in Unallocated and recorded tax expense of $18 million, resulting in a net gain of $31 million.

NOTE 5:SHARE-BASED COMPENSATION

In 2012, we granted 1,915,486 stock options, 749,333 restricted stock units, 344,237 performance share units, and 52,304 stock appreciation rights. In addition, 374,458 outstanding restricted stock unit awards vested during year-to-date 2012. A total of 4,200,554 shares of common stock were issued as a result of restricted stock unit vesting and stock option exercises.

10

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 $20.44. 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 $21.73. 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.

11

Weighted Average Assumptions Used in Estimating the Value of Performance Share Units Granted in 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	%
Expected 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 September 30, 2012.

Weighted Average Assumptions Used to Remeasure the Value of Stock Appreciation Rights as of September 30, 2012

	SEPTEMBER 30, 2012
Expected volatility	31.37		%
Expected dividends	2.30		%
Expected term (in years)	1.93
Risk-free rate	0.24		%
Weighted average fair value	$	6.32

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 495,147.

NOTE 6:CHARGES FOR RESTRUCTURING, CLOSURES AND ASSET IMPAIRMENTS

Charges for restructuring, closures and asset impairments for the quarters and year-to-date periods ended September 30, 2012 and 2011, include:

	QUARTER ENDED				YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2012		SEPTEMBER 2011		SEPTEMBER 2012		SEPTEMBER 2011
Restructuring and closure charges:
Termination benefits	$	—	$	—	$	1	$	1
Pension and postretirement charges	—		2		—		3
Other restructuring and closure costs	3		5		6		11
	3		7		7		15
Asset Impairments:
Long-lived assets	5		30		16		33
Real estate impairments	—		2		1		2
Other assets	2		2		2		2
	7		34		19		37
Charges for restructuring, closures and impairments	$	10	$	41	$	26	$	52

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Asset impairments in 2012 are primarily related to unutilized assets held in Unallocated Items that were sold or are currently held for sale.

Asset impairments in third quarter 2011 included $29 million of impairment charges in the Wood Products segment primarily related to the decision to permanently close four engineered lumber facilities that had been previously indefinitely closed. The fair values of the facilities were determined using significant unobservable inputs (Level 3) based on liquidation values.

NOTE 7:OTHER OPERATING COSTS (INCOME), NET

Other operating costs (income), net:

• includes both recurring and occasional income and expense items and

• can fluctuate from year to year.

Items Included in Other Operating Costs (Income), Net

	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2012			SEPTEMBER 2011			SEPTEMBER 2012			SEPTEMBER 2011
Gain on sale of non-strategic timberlands	$	—		$	—		$	—		$	(152	)
Gain on postretirement plan amendment (Note 11)	—			—			(103		)	—
Gain on disposition of assets	(3		)	(6		)	(11		)	(14		)
Foreign exchange losses (gains), net	(10		)	18			(8		)	10
Land management income	(7		)	(6		)	(19		)	(19		)
Other, net	(8		)	(3		)	(6		)	(15		)
Total other operating costs (income), net	$	(28	)	$	3		$	(147	)	$	(190	)

The $152 million pretax gain on sale of non-strategic timberlands resulted from the sale of 82,000 acres in southwestern Washington. Timberland exchanges and smaller dispositions are included in our net sales and revenue and cost of products sold.

Foreign exchange losses (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 8:INVENTORIES

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

DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 30, 2012			DECEMBER 31, 2011
Logs and chips	$	65		$	68
Lumber, plywood, panels and engineered lumber	147			134
Pulp and paperboard	178			181
Other products	91			76
Materials and supplies	136			137
	617			596
Less LIFO reserve	(105		)	(120		)
Total	$	512		$	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.

13

NOTE 9:ACCRUED LIABILITIES

Forest Products accrued liabilities were comprised of the following:

DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 30, 2012		DECEMBER 31, 2011
Wages, salaries and severance pay	$	129	$	136
Pension and postretirement	64		63
Vacation pay	46		44
Income taxes	—		13
Taxes – Social Security and real and personal property	37		29
Interest	71		99
Customer rebates and volume discounts	39		54
Deferred income	66		59
Other	106		96
Total	$	558	$	593

NOTE 10:FAIR VALUE OF FINANCIAL INSTRUMENTS

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

	SEPTEMBER 30, 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	$	4,182	$	4,921	$	4,193	$	4,579
Real Estate	$	109	$	111	$	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.

We recognized a pretax charge in year-to-date 2011 of $26 million, which included early retirement premiums, unamortized debt issuance costs and other miscellaneous charges in connection with the early extinguishment of debt. This charge is included in interest expense in our Consolidated Statement of Operations.

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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NOTE 11:PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

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

	PENSION
	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2012			SEPTEMBER 2011			SEPTEMBER 2012			SEPTEMBER 2011
Service cost	$	13		$	11		$	39		$	36
Interest cost	65			68			196			207
Expected return on plan assets	(106		)	(104		)	(316		)	(315		)
Amortization of actuarial loss	44			33			131			102
Amortization of prior service cost	2			3			6			10
Loss due to curtailment and special termination benefits	—			13			—			14
Total net periodic benefit cost	$	18		$	24		$	56		$	54

	OTHER POSTRETIREMENT BENEFITS
	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2012			SEPTEMBER 2011			SEPTEMBER 2012			SEPTEMBER 2011
Service cost	$	—		$	1		$	1		$	2
Interest cost	4			6			11			18
Amortization of actuarial loss	3			3			10			10
Amortization of prior service credit	(6		)	(6		)	(121		)	(17		)
Other	—			—			4			4
Total net periodic benefit cost (credit)	$	1		$	4		$	(95	)	$	17

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. The company recognized a gain of $103 million in year-to-date 2012 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. The benefit related to the fourth quarter 2011 amendments was fully recognized in first and second quarter 2012.

Loss due to curtailment and special termination benefits includes charges of $11 million related to the sale of our hardwoods and Westwood Shipping Lines operations in third quarter 2011. These charges are included in our results of discontinued operations.

FAIR VALUE OF PENSION PLAN ASSETS

We estimate the fair value of pension plan assets based upon the information available during the year-end reporting process. In some cases, primarily private equity funds, the information available consists of net asset values as of an interim date, cash flows between the interim date and the end of the year and market events. We revise the year-end estimated fair value of pension plan assets to incorporate year-end net asset values reflected in audited financial statements received after we have filed our Annual Report on Form 10-K. The fair value of pension assets as of December 31, 2011 were $15 million higher than we estimated at year end.

We recorded the following adjustment during second quarter 2012 to reflect updated participant information as of the beginning of the year, which was partially offset by the increase in the pension assets:

• $23 million increase in the liability for deferred pension;

• $9 million decrease in the liability for deferred income taxes; and

• $14 million net increase in cumulative other comprehensive loss, which resulted in a decrease in total Weyerhaeuser shareholders' interest.

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EXPECTED CONTRIBUTIONS AND BENEFIT PAYMENTS

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011, and updated for events occurring in 2012, we expect to:

• make approximately$87 millionof required contributions to our Canadian registered and nonregistered pension plans in 2012;

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

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

Congress passed legislation in June 2012 that changed the way the discount rate is computed for purposes of determining minimum pension contribution funding. Based upon this legislation, we donothave a required contribution to our U.S. qualified plan, which we previously estimated to be$60 milliondue by September 2013.

NOTE 12:VARIABLE INTEREST ENTITIES

In third quarter 2012, we repaid a $97 million note related to one of our timber monetization special-purpose entities (SPEs) undertaken in 2002. We will receive approximately $110 million in fourth quarter 2012 when the related financial investment matures. As a result of dissolving one of our SPEs, the deferred tax liability related to our SPEs was reduced to $240 million as of September 30, 2012, compared to $277 million as of December 31, 2011. More information about these entities, which were formed in connection with the sale of nonstrategic timberlands in 2002-2004, can be found in our annual reports on Form 10-K for 2011 and 2002-2004.

NOTE 13:CUMULATIVE OTHER COMPREHENSIVE LOSS

Items included in our cumulative other comprehensive loss are:

DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 30, 2012			DECEMBER 31, 2011
Foreign currency translation adjustments	$	436		$	411
Net pension and other postretirement benefit loss not yet recognized in earnings	(1,756		)	(1,821		)
Prior service credit not yet recognized in earnings	119			227
Unrealized gains on available-for-sale securities	4			4
Total	$	(1,197	)	$	(1,179	)

The change in prior service credit not yet recognized in earnings includes the amortization of a $103 million gain recognized in 2012, as the result of previously announced benefit changes. See Note 11: Pension and Other Postretirement Benefit Plans.

NOTE 14: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 certainty.

16

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 September 30, 2012, our total accrual for future estimated remediation costs on the active Superfund sites and other sites for which we are responsible was approximately $34 million. The accrual has not changed materially 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 September 30, 2012, our total accruals for these obligations was $62 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 15: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 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, is55.6 percentand differs from the U.S. statutory rate, primarily due to losses from non-U.S. results where no tax benefit is accrued because it is more likely than not that a benefit will not be realized. The tax rate for the quarter differs from the estimated annual effective tax rate, primarily due to a different mix of earnings or losses in the quarter relative to the annual period and a catch up in the fourth quarter for the estimated change in our effective tax rate.

During third quarter 2012, as a result of reaching agreements with taxing authorities, we reduced our unrecognized tax benefits and recognized a tax provision reduction of$7 million.

17

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

DOLLAR AMOUNTS IN MILLIONS
First Quarter 2012:
Income taxes on postretirement plan amendment discussed in Note 11	$	(18	)
State income tax settlements	$	8
Second Quarter 2012:
Income taxes on postretirement plan amendment discussed in Note 11	$	(18	)
Income tax settlements	$	(3	)
Third Quarter 2012:
Income tax settlements	$	7
First Quarter 2011:
Income taxes on a non-strategic timberlands gain discussed in Note 7	$	(56	)
Second Quarter 2011:
Tax benefit on early extinguishment of debt discussed in Note 10	$	10
Third Quarter 2011:
Tax benefit related to foreign tax credits	$	83

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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 fourth quarter 2012, including:

• slightly improved selling prices and comparable sales volumes for Western logs, slightly lower Southern log realizations due to mix and a small seasonal increase in fee harvest volume, increased silviculture costs, earnings from non-strategic land sales expected to be flat and comparable earnings in our Timberlands segment;

• a seasonal decline in pricing and demand and lower earnings in our Wood Products segment;

• lower selling prices for fluff pulp, increased sales volumes, lower maintenance expense, somewhat higher energy costs and comparable earnings in our Cellulose Fiber segment; and

• a seasonal increase in home closings, lower average margins due to mix, higher selling expenses due to additional volume and slightly lower earnings from single-family homebuilding operations 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 U.S. and international 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;

• the effect of weather;

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

• raw material prices;

• energy prices;

• transportation costs;

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

• federal tax policies;

• legal proceedings;

• performance of pension fund investments and related derivatives;

• 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; 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 relative value of the euro and yen; and

• restrictions on international trade or tariffs imposed on imports.

20

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 and year-to-date periods ended September 30, 2012, compared to the quarter and year-to-date periods ended September 30, 2011.

CONSOLIDATED RESULTS

How We Did in Third Quarter and Year-to-Date 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 and year-to-date periods ended September 30, 2012 and 2011:

	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES	SEPTEMBER 2012		SEPTEMBER 2011		2012 VS. 2011			SEPTEMBER 2012		SEPTEMBER 2011		2012 VS. 2011
Net sales and revenues	$	1,772	$	1,569	$	203		$	5,059	$	4,601	$	458
Operating income	$	202	$	100	$	102		$	479	$	463	$	16
Earnings of discontinued operations, net of tax	$	—	$	24	$	(24	)	$	—	$	12	$	(12	)
Net earnings attributable to Weyerhaeuser common shareholders	$	117	$	157	$	(40	)	$	242	$	266	$	(24	)
Net earnings per share attributable to Weyerhaeuser common shareholders, basic and diluted	$	0.22	$	0.29	$	(0.07	)	$	0.45	$	0.49	$	(0.04	)

Comparing Third Quarter 2012 with Third Quarter 2011

Net sales and revenues

Net sales and revenues increased $203 million – 13 percent – primarily due to the following:

• Wood Products segment sales increased $213 million, primarily due to higher sales volumes across all major product lines and improved selling prices for lumber, oriented strand board (OSB) and plywood;

• Real Estate segment sales increased $19 million as increased home closings more than offset lower average prices for homes closed; and

• Timberlands segment sales increased $15 million, primarily due to increased timberlands exchanges.

These increases were partially offset by a decrease of $44 million in Cellulose Fibers segment sales, primarily due to lower pulp price realizations.

21

Net earnings attributable to Weyerhaeuser common shareholders

Our net earnings attributable to Weyerhaeuser common shareholders decreased $40 million – 25 percent – primarily from:

• a $117 million change in income taxes due to the change in discrete tax items and higher income in our TRS in third quarter 2012 compared to third quarter 2011;

• a $24 million decrease in net earnings of discontinued operations; and

• a $21 million increase in selling, general and administrative expenses, primarily due to increased share-based compensation expense in Unallocated Items as the result of a higher stock price in 2012 compared to 2011.

These decreases in our net earnings were partially offset by:

• gross margin increased $62 million, primarily due to higher price realizations of lumber, OSB and plywood in our Wood Products segment partially offset by lower pulp price realizations in our Cellulose Fibers segment;

• charges for restructuring, closures and asset impairments decreased $31 million; and

• a $31 million increase in other operating income, primarily due to change in foreign exchange as a result of a stronger Canadian dollar relative to the U.S. dollar in 2012.

Comparing Year-to-Date 2012 with Year-to-Date 2011

Net sales and revenues

Net sales and revenues increased $458 million – 10 percent – primarily due to the following:

• Wood Products segment sales increased $492 million, primarily due to higher sales volumes across all major product lines and improved selling prices for lumber, OSB and plywood; and

• Real Estate segment sales increased $101 million, primarily due to the sale of a 3,200 acre master planned community in Houston, Texas.

These increases were partially offset by a $144 million decrease in Cellulose Fibers segment sales, primarily due to lower pulp price realizations.

Net earnings attributable to Weyerhaeuser common shareholders

Our net earnings attributable to Weyerhaeuser common shareholders decreased $24 million – 9 percent – primarily from:

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

• a $67 million increase in income taxes primarily due to the change in discrete tax items.

These decreases in our net earnings were partially offset by:

• a $103 million pretax gain recognized in 2012 related to a previously announced postretirement plan amendment;

• a $36 million decrease in interest expense due to lower charges associated with the early extinguishment of debt and lower interest due to a lower level of debt;

• gross margin increased $31 million, primarily due to higher price realizations of lumber, OSB and plywood in our Wood Products segment partially offset by lower pulp price realizations in our Cellulose Fibers segment and fewer timberland exchanges and lower mineral income in our Timberlands segment; and

• charges for restructuring, closures and asset impairments decreased $26 million.

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TIMBERLANDS

How We Did Third Quarter and Year-to-Date 2012

Here is a comparison of net sales and revenues to unaffiliated customers, intersegment sales, and net contribution to earnings for the quarters and year-to-date periods ended September 30, 2012 and 2011:

NET SALES AND REVENUES / NET CONTRIBUTION TO EARNINGS – TIMBERLANDS

	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2012		SEPTEMBER 2011		2012 VS. 2011			SEPTEMBER 2012		SEPTEMBER 2011		2012 VS. 2011
Net sales and revenues to unaffiliated customers:
Logs:
West	$	132	$	144	$	(12	)	$	408	$	406	$	2
South	60		53		7			166		143		23
Canada	5		4		1			14		12		2
Subtotal logs sales and revenues	197		201		(4		)	588		561		27
Pay as cut timber sales	8		9		(1		)	28		25		3
Timberlands exchanges(1)	24		2		22			39		62		(23		)
Higher and better-use land sales(1)	4		5		(1		)	13		11		2
Minerals, oil and gas	8		14		(6		)	22		43		(21		)
Products from international operations(2)	26		21		5			80		59		21
Other products	—		—		—			9		9		—
Subtotal net sales and revenues to unaffiliated customers	267		252		15			779		770		9
Intersegment sales:
United States	103		102		1			330		321		9
Other	59		52		7			168		158		10
Subtotal intersegment sales	162		154		8			498		479		19
Total sales and revenues	$	429	$	406	$	23		$	1,277	$	1,249	$	28
Net contribution to earnings	$	80	$	61	$	19		$	227	$	420	$	(193	)

(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.

Comparing Third Quarter 2012 with Third Quarter 2011

Net sales and revenues – unaffiliated customers

Net sales and revenues to unaffiliated customers increased $15 million – 6 percent – primarily from the following:

• a $22 million increase in timberlands exchanges;

• Southern log sales increased $7 million due to higher log prices and a 7 percent increase in sales volumes as the result of increased harvest levels in response to increased third party demand; and

• a $5 million increase in sales from our international operations due to a 13 percent increase in plywood prices and a 27 percent increase in plywood sales volumes.

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The above items were partially offset by:

• Western log sales decreased $12 million primarily due to lower export and domestic log prices, partially offset by increased sales volumes of 7 percent; and

• a $6 million decrease in minerals, oil and gas revenue primarily due to lower natural gas prices.

Net contribution to earnings

Net contribution to earnings increase $19 million – 31 percent – primarily from:

• a $21 million increase in land exchanges and higher and better-use land sales;

• a $6 million increase due to higher sales volumes and demand for domestic logs, harvest levels increased 11 percent in both the West and South; and

• a $5 million increase due to higher log prices in the South.

These increases were partially offset by a $13 million decrease due to lower export and domestic log prices in the West.

Comparing Year-to-Date 2012 with Year-to-Date 2011

Net sales and revenues – unaffiliated customers

Net sales and revenues to unaffiliated customers increased $9 million – 1 percent – notable items include:

• Southern log sales increased $23 million due to increased sales volumes of 13 percent as a result of increased harvest levels in response to increased third party demand; and

• a $21 million increase in sales from our international operations, primarily due to increased plywood prices of 11 percent and a 39 percent increase in plywood sales volumes.

The above items were partially offset by:

• a $23 million decrease in timberlands exchanges; and

• a $21 million decrease in minerals, oil and gas revenue primarily due to lower natural gas prices.

Net contribution to earnings

Net contribution to earnings decreased $193 million – 46 percent – primarily from:

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

• a $34 million decrease as the mix of export log sales compared to domestic log sales decreased in the West and both domestic and export log prices were lower in the West;

• a $21 million decrease in mineral income as a result of lower natural gas prices;

• a $15 million decrease due to fewer timberlands exchanges and higher and better-use land sales; and

• an $11 million increase in operating costs, primarily due to increased logging and maintenance costs.

The above items were partially offset by:

• a $31 million increase, primarily due to higher sales volumes and demand for domestic and export logs, harvest levels increased 7 percent in the West and 18 percent in the South; and

• a $7 million increase in earnings from our international operations, primarily due to higher plywood prices and sales volumes.

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Our Outlook

We expect comparable earnings from the Timberlands segment in fourth quarter. We expect seasonally higher fee harvest volumes and slightly improved selling prices for Western logs in export and domestic markets, offset by increased silviculture costs, primarily in the South.

THIRD-PARTY LOG SALES VOLUMES AND FEE HARVEST VOLUMES

	QUARTER ENDED		AMOUNT OF CHANGE		YEAR-TO-DATE ENDED		AMOUNT OF CHANGE
VOLUMES IN THOUSANDS	SEPTEMBER 2012	SEPTEMBER 2011	2012 VS. 2011		SEPTEMBER 2012	SEPTEMBER 2011	2012 VS. 2011
Third party log sales – cubic meters:
West	1,480	1,385	95		4,339	3,871	468
South	1,430	1,336	94		4,012	3,552	460
Canada	133	116	17		392	333	59
International	99	88	11		259	239	20
Total	3,142	2,925	217		9,002	7,995	1,007
Fee harvest volumes – cubic meters:
West	1,784	1,604	180		5,294	4,962	332
South	2,809	2,535	274		8,311	7,070	1,241
International	198	270	(72	)	531	589	(58	)
Total	4,791	4,409	382		14,136	12,621	1,515

WOOD PRODUCTS

How We Did Third 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 and year-to-date periods ended September 30, 2012 and 2011:

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

	QUARTER ENDED					AMOUNT OF CHANGE		YEAR-TO-DATE ENDED					AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2012		SEPTEMBER 2011			2012 VS. 2011		SEPTEMBER 2012		SEPTEMBER 2011			2012 VS. 2011
Net sales and revenues:
Structural lumber	$	363	$	281		$	82	$	1,024	$	831		$	193
Engineered solid section	76		63			13		211		180			31
Engineered I-joists	53		43			10		143		124			19
Oriented strand board	169		96			73		418		264			154
Softwood plywood	34		18			16		83		48			35
Other products produced	41		37			4		127		108			19
Other products purchased for resale	80		65			15		220		179			41
Net sales and revenues from continuing operations	$	816	$	603		$	213	$	2,226	$	1,734		$	492
Net contribution to earnings from continuing operations	59		(80		)	139		82		(166		)	248
Net contribution to earnings from discontinued operations	—		(17		)	17		—		(25		)	25
Net contribution to earnings	$	59	$	(97	)	$	156	$	82	$	(191	)	$	273

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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; growing our specialty, as well as commodity building products business; and improving our operational capabilities. These improvement efforts and better market conditions, have resulted in higher production rates in all primary product lines.

Comparing ThirdQuarter 2012 with Third Quarter 2011

Net sales and revenues

Net sales and revenues increased $213 million – 35 percent – primarily from the following:

• Structural lumber shipment volumes increased 8 percent and average price realizations increased 19 percent.

• OSB shipment volumes increased 15 percent and average price realizations increased 52 percent.

• Engineered solid section shipment volumes increased 24 percent.

• Engineered I-joists shipment volumes increased 26 percent.

• Softwood plywood shipment volumes increased 38 percent and average price realizations increased 37 percent.

• Other products purchased for resale increased 23 percent.

Net contribution to earnings

Net contribution to earnings increased $156 million primarily from:

• a $122 million increase as higher lumber, OSB and plywood price realizations more than offset lower prices for engineered I-joists and engineered solid section;

• a $36 million decrease in restructuring, closures and asset impairments;

• a $7 million increase in sales volumes across all products; and

• 2011 included a $17 million loss from discontinued operations.

These increases were partially offset by:

• an $11 million increase in freight expense due to higher shipment volumes; and

• a $7 million increase in selling, general and administrative expenses, primarily due to increased sales.

Comparing Year-to-Date 2012 with Year-to-Date 2011

Net sales and revenues

Net sales and revenues increased $492 million – 28 percent – primarily from the following:

• Structural lumber shipment volumes increased 10 percent and average price realizations increased 12 percent.

• OSB shipment volumes increased 26 percent and average price realizations increased 25 percent.

• Engineered solid section shipment volumes increased 27 percent.

• Engineered I-joists shipment volumes increased 17 percent.

• Softwood plywood shipment volumes increased 35 percent and average price realizations increased 28 percent.

• Other products produced increased 18 percent.

• Other products purchased for resale increased 23 percent.

The above items were partially offset by a decrease of 8 percent in engineered solid section average price realizations.

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Net contribution to earnings

Net contribution to earnings increased $273 million primarily from:

• a $204 million increase as higher lumber, OSB and plywood price realizations more than offset lower prices for engineered I-joists and engineered solid section;

• a $39 million decrease in restructuring, closures and asset impairments;

• a $17 million increase in sales volumes across all products;

• by-product sales increased $16 million as the result of higher lumber production volumes;

• manufacturing and other costs decreased $9 million, primarily due to increased operating rates;

• log costs decreased $9 million, primarily due to lower domestic prices in the West and South; and

• 2011 included a $25 million loss from discontinued operations.

These increases were partially offset by:

• a $36 million increase in freight expense due to higher shipment volumes; and

• an $8 million increase in selling, general and administrative expenses, primarily due to increased sales.

Our Outlook

We anticipate lower earnings from the Wood Products segment in fourth quarter due to seasonal declines in pricing and demand for most products.

THIRD-PARTY SALES VOLUMES

	QUARTER ENDED		AMOUNT OF CHANGE	YEAR-TO-DATE ENDED		AMOUNT OF CHANGE
VOLUMES IN MILLIONS	SEPTEMBER 2012	SEPTEMBER 2011	2012 VS. 2011	SEPTEMBER 2012	SEPTEMBER 2011	2012 VS. 2011
Structural lumber – board feet	1,013	934	79	3,006	2,723	283
Engineered solid section – cubic feet	4.2	3.4	0.8	11.7	9.2	2.5
Engineered I-joists – lineal feet	43	34	9	115	98	17
Oriented strand board – square feet (3/8”)	630	546	84	1,838	1,462	376
Softwood plywood – square feet (3/8”)	95	69	26	249	185	64

TOTAL PRODUCTION VOLUMES

	QUARTER ENDED		AMOUNT OF CHANGE	YEAR-TO-DATE ENDED		AMOUNT OF CHANGE
VOLUMES IN MILLIONS	SEPTEMBER 2012	SEPTEMBER 2011	2012 VS. 2011	SEPTEMBER 2012	SEPTEMBER 2011	2012 VS. 2011
Structural lumber – board feet	945	890	55	2,907	2,686	221
Engineered solid section – cubic feet	4.3	3.4	0.9	11.8	10.7	1.1
Engineered I-joists – lineal feet	39	32	7	110	96	14
Oriented strand board – square feet (3/8”)	642	574	68	1,869	1,586	283
Softwood plywood – square feet (3/8”)	54	49	5	155	150	5

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CELLULOSE FIBERS

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

Here is a comparison of net sales and revenues and net contribution to earnings for the quarters and year-to-date periods ended September 30, 2012 and 2011:

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

	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2012		SEPTEMBER 2011		2012 VS. 2011			SEPTEMBER 2012		SEPTEMBER 2011		2012 VS. 2011
Net sales and revenues:
Pulp	$	354	$	391	$	(37	)	$	1,069	$	1,198	$	(129	)
Liquid packaging board	84		87		(3		)	257		265		(8		)
Other products	21		25		(4		)	65		72		(7		)
Total	$	459	$	503	$	(44	)	$	1,391	$	1,535	$	(144	)
Net contribution to earnings	$	78	$	139	$	(61	)	$	162	$	316	$	(154	)

Comparing Third Quarter 2012 with Third Quarter 2011

Net sales and revenues

Net sales and revenues decreased $44 million – 9 percent – primarily due to a decrease in pulp price realizations of $102 per ton – 11 percent – resulting from global uncertainties and a weak euro, while worldwide inventory levels normalized. The effects of the price decrease was partially offset by an improved sales mix to higher value products.

Net contribution to earnings

Net contribution to earnings decreased $61 million – 44 percent – primarily due to:

• a $44 million decrease due to lower pulp price realizations, partially offset by an improved sales mix to higher value products;

• an $11 million increase in maintenance and contractor services, as third quarter 2012 had one annual maintenance outage compared to none in third quarter 2011; and

• a $7 million increase in freight, warehousing and other operating costs.

Comparing Year-to-Date 2012 with Year-to-Date 2011

Net sales and revenues

Net sales and revenues decreased $144 million – 9 percent – primarily due to:

• Pulp price realizations decreased $112 per ton – 12 percent – resulting from global uncertainties and a weak euro, while worldwide inventory levels normalized.The effects of the price decrease was partially offset by an improved sales mix to higher value products.

• Sales volumes for liquid packaging board decreased 7,000 tons – 3 percent – as the result of weaker demand in Japan.

These decreases were partially offset by an increase in sales volumes for pulp of 18,000 tons – 1 percent.

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Net contribution to earnings

Net contribution to earnings decreased $154 million – 49 percent – primarily due to:

• a $146 million decrease due to lower pulp price realizations, partially offset by an improved sales mix to higher value products;

• a $22 million increase in fiber, chemical, freight, warehousing and other operating costs; and

• an $11 million decrease due to lower price realizations within our other products.

These decreases were partially offset by:

• maintenance and contractor services decreased $10 million due to fewer annual maintenance outages in 2012; and

• a $9 million increase in other non operating income, which includes earnings from an equity affiliate.

Our Outlook

We expect earnings from the Cellulose Fibers segment to be comparable to third quarter. We anticipate lower selling prices for fluff pulp, offset by somewhat higher sales volume and slightly lower maintenance expense.

THIRD-PARTY SALES VOLUMES

	QUARTER ENDED		AMOUNT OF CHANGE		YEAR-TO-DATE ENDED		AMOUNT OF CHANGE
VOLUMES IN THOUSANDS	SEPTEMBER 2012	SEPTEMBER 2011	2012 VS. 2011		SEPTEMBER 2012	SEPTEMBER 2011	2012 VS. 2011
Pulp – air-dry metric tons	432	426	6		1,306	1,288	18
Liquid packaging board – tons	74	76	(2	)	220	227	(7	)

TOTAL PRODUCTION VOLUMES

	QUARTER ENDED		AMOUNT OF CHANGE		YEAR-TO-DATE ENDED		AMOUNT OF CHANGE
VOLUMES IN THOUSANDS	SEPTEMBER 2012	SEPTEMBER 2011	2012 VS. 2011		SEPTEMBER 2012	SEPTEMBER 2011	2012 VS. 2011
Pulp – air-dry metric tons	453	462	(9	)	1,308	1,309	(1	)
Liquid packaging board – tons	77	81	(4	)	220	228	(8	)

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REAL ESTATE

How We Did Third Quarter and Year-to-Date 2012

Here is a comparison of net sales and revenues and net contribution to earnings for the quarters and year-to-date periods ended September 30, 2012 and 2011:

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

	QUARTER ENDED				AMOUNT OF CHANGE			YEAR-TO-DATE ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2012		SEPTEMBER 2011		2012 VS.  2011			SEPTEMBER 2012		SEPTEMBER 2011		2012 VS.  2011
Net sales and revenues:
Single-family housing	$	229	$	204	$	25		$	550	$	536	$	14
Land	1		5		(4		)	109		23		86
Other	—		2		(2		)	4		3		1
Total	$	230	$	211	$	19		$	663	$	562	$	101
Net contribution to earnings	$	17	$	10	$	7		$	24	$	17	$	7

Here is a comparison of key statistics related to our single-family operations for the quarters and year-to-date periods ended September 30, 2012 and 2011:

SUMMARY OF SINGLE-FAMILY STATISTICS

	QUARTER ENDED						AMOUNT OF CHANGE			YEAR-TO-DATE ENDED						AMOUNT OF CHANGE
	SEPTEMBER 2012			SEPTEMBER 2011			2012 VS.  2011			SEPTEMBER 2012			SEPTEMBER 2011			2012 VS.  2011
Homes sold	637			440			197			2,098			1,496			602
Homes closed	615			508			107			1,472			1,330			142
Homes sold but not closed (backlog)	1,055			605			450			1,055			605			450
Cancellation rate	18.3		%	17.4		%	0.9		%	14.6		%	15.0		%	(0.4		)%
Traffic	17,894			11,803			6,091			49,843			39,592			10,251
Average price of homes closed (in thousands)	$	372		$	403		$	(31	)	$	374		$	403		$	(29	)
Single-family gross margin – excluding impairments (%)(1)	24.3		%	23.0		%	1.3		%	21.0		%	22.4		%	(1.4		)%

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

Comparing Third Quarter 2012 with Third Quarter 2011

Net sales and revenues

Net sales and revenues increased $19 million – 9 percent – primarily due to:

• Single-family housing revenues increased $25 million. Home closings increased 21 percent to 615 in 2012 from 508 in 2011, but the average price of homes closed decreased 8 percent to $372,000 in 2012 from $403,000 in 2011.

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

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Net contribution to earnings

Net contribution to earnings increased $7 million – 70 percent – primarily due to a $9 million increase in contribution from single family housing. Home closings increased 21 percent and single-family gross margins improved to 24.3 percent in 2012 compared to 23.0 percent in 2011. This was partially offset by the effect of lower average prices on homes closed. Changes in average prices and average margins are primarily due to a change in mix. 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.

Comparing Year-to-Date 2012 with Year-to-Date 2011

Net sales and revenues

Net sales and revenues increased $101 million – 18 percent – primarily due to:

• Revenues from land and lot sales increased $86 million. Second quarter 2012 included the sale of a 3,200 acre master planned community in Houston, Texas.

• Single family housing revenues increased $14 million. Home closings increased 11 percent to 1,472 in 2012 from 1,330 in 2011. The average price of homes closed declined 7 percent to $374,000 in 2012 from $403,000 in 2011.

Net contribution to earnings

Net contribution to earnings increased $7 million – 41 percent – primarily due to:

• an $8 million increase in contribution from land and lot sales; and

• a $5 million reduction in selling, general and administrative expenses.

These improvements were partially offset by a $4 million decrease in contribution from single-family housing. Home closings increased 11 percent, which was more than offset by decreases in single-family margins and average prices due to a shift in the mix of homes closed. Single-family gross margins were 21.0 percent in 2012 compared to 22.4 percent in 2011.

Our Outlook

Excluding any earnings from potential land sales, we expect slightly lower earnings from single-family homebuilding operations in fourth quarter. We anticipate a seasonal increase in home closings, lower average margins due to mix and higher selling expenses due to the additional closing volume.

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; foreign exchange transaction gains and losses associated with financing; and the elimination of intersegment profit in inventory and the LIFO reserve. Unallocated Items were:

• $(17) million during third quarter and $22 million during year-to-date 2012.

• $39 million during third quarter and $(44) million during year-to-date 2011.

Changes in Unallocated Items were primarily due to:

• recognized gains of $103 million during first half 2012 related to a previously announced postretirement plan amendment; and

• third quarter and year-to-date 2011 included gains of $54 million and $45 million, respectively, related to discontinued operations, including a $49 million gain on the sale of our Westwood Shipping Lines operations.

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INTEREST EXPENSE

Our net interest expense incurred was:

• $87 million during third quarter and $260 million during year-to-date 2012.

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

Year-to-date interest expense incurred decreased primarily due to lower charges associated with the early extinguishment of debt and lower interest due to a lower level of debt. Year-to-date 2011 net interest expense includes a pretax charge of $26 million, which included early retirement premiums, unamortized debt issuance costs and other miscellaneous charges in connection with the early extinguishment 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 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, is55.6 percentand differs from the U.S. statutory rate, primarily due to losses from non-U.S. results where no tax benefit is accrued because it is more likely than not that a benefit will not be realized. The tax rate for the quarter differs from the estimated annual effective tax rate, primarily due to a different mix of earnings or losses in the quarter relative to the annual period and a catch up in the fourth quarter for the estimated change in our effective tax rate.

During third quarter 2012, as a result of reaching agreements with taxing authorities, we reduced our unrecognized tax benefits and recognized a tax provision reduction of$7 million.

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

DOLLAR AMOUNTS IN MILLIONS
First Quarter 2012:
Income taxes on postretirement plan amendment discussed in Note 11	$	(18	)
State income tax settlements	$	8
Second Quarter 2012:
Income taxes on postretirement plan amendment discussed in Note 11	$	(18	)
Income tax settlements	$	(3	)
Third Quarter 2012:
Income tax settlements	$	7
First Quarter 2011:
Income taxes on a non-strategic timberlands gain discussed in Note 7	$	(56	)
Second Quarter 2011:
Tax benefit on early extinguishment of debt discussed in Note 10	$	10
Third Quarter 2011:
Tax benefit related to foreign tax credits	$	83

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.

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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;

• cash paid for pension and postretirement contributions; and

• cash paid for taxes.

Consolidated net cash provided in our operations was:

• $329 million in 2012 and

• $144 million in 2011.

Comparing 2012 with 2011

Net cash from operations increased $185 million in 2012 as compared with 2011, primarily due to the following:

• Cash paid for interest decreased $72 million, primarily due to the early retirement of $518 million of debt in second quarter 2011. We paid interest of $290 million in year-to-date 2012 compared to $362 million in year-to-date 2011.

• Cash paid to employees, suppliers and others decreased approximately $63 million. Cash paid decreased due to the sale of discontinued operations in third quarter 2011 partially offset by increases in cash paid in our Wood Products and Real Estate segments due to increased production.

• Cash we received from customers increased approximately $57 million. Cash received increased due to increased sales in our Wood Products segment and a land sale completed in second quarter 2012 in our Real Estate segment, from which we received approximately $98 million in cash. Partially offsetting this was the sale of discontinued operations in third quarter 2011 and decreased sales in our Cellulose Fibers segment.

• Net cash inflows related to income taxes increased $35 million. We received income tax refunds of $14 million in year-to-date 2012 and paid income taxes of $21 million in year-to-date 2011.

Partially offsetting the above increases was a decrease in cash as pension and postretirement contributions increased $45 million. In 2011, the majority of contributions to the Canadian registered and nonregistered pension plans occurred in the fourth quarter. Contributions to these plans in 2012 have been spread out more evenly over the year. Overall contributions to the Canadian plans in 2012 are expected to be comparable to 2011.

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Expected Pension Contributions and Benefit Payments

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011, and updated for events occurring in 2012, we expect to:

• make approximately$87 millionof required contributions to our Canadian registered and nonregistered pension plans in 2012;

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

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

Congress passed legislation in June 2012 that changed the way the discount rate is computed for purposes of determining minimum pension contribution funding. Based upon this legislation, we donothave a required contribution to our U.S. qualified plan, which we previously estimated to be$60 milliondue by September 2013.

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	SEPTEMBER 2012		SEPTEMBER 2011
Timberlands	$	44	$	40
Wood Products	37		21
Cellulose Fibers	134		92
Real Estate	2		2
Unallocated Items	2		1
Discontinued operations	—		3
Total	$	219	$	159

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 were $36 million in 2012 and $353 million in 2011. 2011 included:

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

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

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

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

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Variable Interest Entities

In third quarter 2012, we repaid a $97 million note related to one of our timber monetization special-purpose entities (SPEs) undertaken in 2002. We will receive approximately $110 million in fourth quarter 2012 when the related financial investment matures. More information about these entities, which were formed in connection with the sale of nonstrategic timberlands in 2002-2004, can be found in our annual reports on Form 10-K for 2011 and 2002-2004.

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.

Debt

We repaid debt of:

• $187 million in 2012 (including $176 million of Real Estate debt maturities), and

• $550 million in 2011.

Debt maturities in the next twelve months are:

• $156 million in first quarter 2013,

• $21 million in second quarter 2013 and

• $163 million in third quarter 2013.

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 year-to-date 2012 or 2011.

Debt covenants

As of September 30, 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.

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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 September 30, 2012, Weyerhaeuser Company had:

• a defined net worth of $5.1 billion and

• a defined debt-to-total-capital ratio of 45.5 percent.

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 September 30, 2012, WRECO had:

• a capital base of $865 million and

• a defined debt-to-total-capital ratio of 50.6 percent.

Option Exercises

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

• $73 million in 2012 and

• $37 million in 2011.

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Paying dividends and repurchasing stock

We paid dividends of $242 million in year-to-date 2012 and 2011.

On October 11, 2012, our board of directors declared a regular dividend of 17 cents per share, a 13 percent increase in our quarterly dividend, payable November 30, 2012, to shareholders of record at the close of business November 9, 2012.

During third quarter 2011, we repurchased 1,199,800 shares of common stock for $20 million under the 2008 stock repurchase program. On August 11, 2011, our board of directors replaced the 2008 stock repurchase program and approved the 2011 stock repurchase program under which we are authorized to repurchase up to $250 million of outstanding shares. During third quarter 2011, we repurchased 589,824 shares of common stock for $9 million under the 2011 program. Cash settlements of $5 million occurred at the beginning of the fourth quarter. All common stock purchases under the programs were made in open-market transactions. As of September 30, 2012, we had remaining authorization of $233 million for future share repurchases.

CRITICAL ACCOUNTING POLICIES

There have been no significant changes during year-to-date 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 year-to-date 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.

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 September 30, 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 year-to-date 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 14: Legal Proceedings, Commitments and Contingencies.”

RISK FACTORS

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

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EXHIBITS

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

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:	November 2, 2012
By:	/s/ JERALD W. RICHARDS
	Jerald W. Richards
	Chief Accounting Officer

38

EX-12

EXHIBIT 12

Weyerhaeuser Company and Subsidiaries

Computation of Ratios of Earnings to Fixed Charges

For the year-to-date periods ended September 30, 2012, and September 30, 2011

(Dollar amounts in millions)

	YEAR-TO-DATE ENDED
	SEPTEMBER 30, 2012			SEPTEMBER 30, 2011
Available earnings:
Earnings from continuing operations before interest expense, amortization of debt expense and income taxes	$	550		$	491
Add: interest portion of rental expense	10			12
Add: undistributed loss of equity affiliates and income attributable to noncontrolling interests in subsidiaries	1			2
Available earnings	$	561		$	505
Fixed charges:
Interest expense incurred:
Weyerhaeuser Company and subsidiaries, excluding Weyerhaeuser Real Estate Company and other related subsidiaries	$	259		$	274
Weyerhaeuser Real Estate Company and other related subsidiaries	21			18
Subtotal	280			292
Less: intercompany interest	(9		)	(2		)
Total interest expense incurred	271			290
Amortization of debt expense	5			5
Interest portion of rental expense	10			12
Total fixed charges	$	286		$	307
Ratio of earnings to fixed charges	1.96			1.64

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 year-to-date periods ended September 30, 2012 and September 30, 2011

(Dollar amounts in millions)

	YEAR-TO-DATE ENDED
	SEPTEMBER 30, 2012			SEPTEMBER 30, 2011
Available earnings:
Earnings from continuing operations before interest expense, amortization of debt expense and income taxes	$	520		$	475
Add: interest portion of rental expense	9			10
Add: undistributed loss of equity affiliates and attributable to noncontrolling interests in subsidiaries	—			2
Add: undistributed earnings before income taxes of Weyerhaeuser Real Estate Company and other related subsidiaries	(20		)	(16		)
Available earnings	$	509		$	471
Fixed charges:
Interest expense incurred	$	259		$	274
Amortization of debt expense	5			5
Interest portion of rental expense	9			10
Total fixed charges	$	273		$	289
Ratio of earnings to fixed charges	1.86			1.63

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:	November 2, 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:	November 2, 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 November 2, 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:	November 2, 2012
/s/ PATRICIA M. BEDIENT
Patricia M. Bedient Executive Vice President and Chief Financial Officer
Dated:	November 2, 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.

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BUSINESS SEGMENTS - Reconciliation from Segment Totals to Consolidated (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Segment Reporting, Revenue Reconciling Item [Line Items]
Sales to and revenues from unaffiliated customers	$ 1,772	$ 1,569	$ 5,059	$ 4,601
Intersegment sales	180	174	556	540
Total sales and revenues	1,952	1,743	5,615	5,141
Total	1,772	1,569	5,059	4,601
Net contribution to earnings	217	152	517	518
Interest expense, net of capitalized interest	(87)	(86)	(260)	(296)
Income before income taxes (continuing and discontinued operations)	130	66	257	222
Income taxes (continuing and discontinued operations)	(13)	91	(15)	44
Net earnings attributable to Weyerhaeuser common shareholders	117	157	242	266
Timberlands
Segment Reporting, Revenue Reconciling Item [Line Items]
Sales to and revenues from unaffiliated customers	267	252	779	770
Intersegment sales	162	154	498	479
Wood Products
Segment Reporting, Revenue Reconciling Item [Line Items]
Sales to and revenues from unaffiliated customers	816	603	2,226	1,734
Intersegment sales	18	20	58	61
Cellulose Fibers
Segment Reporting, Revenue Reconciling Item [Line Items]
Sales to and revenues from unaffiliated customers	459	503	1,391	1,535
Real Estate
Segment Reporting, Revenue Reconciling Item [Line Items]
Sales to and revenues from unaffiliated customers	230	211	663	562
Segment, Continuing Operations
Segment Reporting, Revenue Reconciling Item [Line Items]
Net contribution to earnings	234	130	495	587
Segment, Continuing Operations | Timberlands
Segment Reporting, Revenue Reconciling Item [Line Items]
Net contribution to earnings	80	61	227	420
Segment, Continuing Operations | Wood Products
Segment Reporting, Revenue Reconciling Item [Line Items]
Net contribution to earnings	59	(80)	82	(166)
Segment, Continuing Operations | Cellulose Fibers
Segment Reporting, Revenue Reconciling Item [Line Items]
Net contribution to earnings	78	139	162	316
Segment, Continuing Operations | Real Estate
Segment Reporting, Revenue Reconciling Item [Line Items]
Net contribution to earnings	17	10	24	17
Unallocated Items
Segment Reporting, Revenue Reconciling Item [Line Items]
Net contribution to earnings	(17)	(15)	22	(89)
Segment, Discontinued Operations
Segment Reporting, Revenue Reconciling Item [Line Items]
Net contribution to earnings	0	37	0	20
Intersegment Elimination [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Intersegment sales	$ (180)	$ (174)	$ (556)	$ (540)

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FAIR VALUE OF FINANCIAL INSTRUMENTS - Estimated Fair Values and Carrying Values of Long-Term Debt (Detail) (USD $) In Millions, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Forest Products
FAIR VALUE OF FINANCIAL INSTRUMENTS [Line Items]
Long-term Debt	$ 4,182	$ 4,193
Forest Products | Fair Value, Inputs, Level 2
FAIR VALUE OF FINANCIAL INSTRUMENTS [Line Items]
Long-term Debt, Fair Value	4,921	4,579
Real Estate
FAIR VALUE OF FINANCIAL INSTRUMENTS [Line Items]
Long-term Debt	109	285
Real Estate | Fair Value, Inputs, Level 2
FAIR VALUE OF FINANCIAL INSTRUMENTS [Line Items]
Long-term Debt, Fair Value	$ 111	$ 291

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CHARGES FOR RESTRUCTURING, CLOSURES AND ASSET IMPAIRMENTS (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Restructuring and closure charges:
Termination benefits	$ 0	$ 0	$ 1	$ 1
Other restructuring and closure costs	3	5	6	11
Charges for restructuring and closure	3	7	7	15
Asset Impairments:
Long-lived assets	5	30	16	33
Real estate impairments	0	2	1	2
Other assets	2	2	2	2
Charges for impairment of assets	7	34	19	37
Charges for restructuring, closures and impairments	10	41	26	52
Restructuring and closure charges:
Restructuring and closure charges:
Pension and postretirement charges	$ 0	$ 2	$ 0	$ 3

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FAIR VALUE OF FINANCIAL INSTRUMENTS - Additional Information (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2011
Debt Instrument [Line Items]
Pretax charges in connection with early extinguishment of debt	$ 26

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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 $)	9 Months Ended
	Sep. 30, 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%
Expected volatility minimum	34.66%
Expected volatility maximum	34.86%

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INVENTORIES (Tables)

9 Months Ended

Sep. 30, 2012

Forest Products Inventories

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

DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 30, 2012			DECEMBER 31, 2011
Logs and chips	$	65		$	68
Lumber, plywood, panels and engineered lumber	147			134
Pulp and paperboard	178			181
Other products	91			76
Materials and supplies	136			137
	617			596
Less LIFO reserve	(105		)	(120		)
Total	$	512		$	476

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PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended			9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended								3 Months Ended
	Sep. 30, 2012	Jun. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012 Pension	Sep. 30, 2011 Pension	Sep. 30, 2012 Pension	Sep. 30, 2011 Pension	Jun. 30, 2012 Liability for deferred pension	Jun. 30, 2012 Liability for deferred income taxes	Jun. 30, 2012 Cumulative other comprehensive loss	Sep. 30, 2012 Registered and Non registered Pension Plans	Sep. 30, 2012 Non-Qualified Pension Plans, Defined Benefit	Sep. 30, 2012 Qualified Pension Plans, Defined Benefit	Dec. 31, 2011 Qualified Pension Plans, Defined Benefit	Sep. 30, 2012 Other Postretirement Benefits	Sep. 30, 2011 Westwood Shipping Lines and hardwoods operations Pension
Defined Benefit Plan Disclosure [Line Items]
Recognized gain for plan amendment	$ 0		$ 0	$ (103)	$ 0
Loss due to curtailment and special termination benefits						0	13	0	14									11
Increase in fair value of pension assets		15
Pension plan adjustment for net funded status										(23)	9	14
Expected contribution to benefit plans during 2012													$ 87	$ 20	$ 0	$ 60	$ 42

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NET EARNINGS PER SHARE (Policies)

9 Months Ended

Sep. 30, 2012

Earnings Per Share, Basic and Diluted [Abstract]

Earnings Per Share, Policy

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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OTHER OPERATING COSTS (INCOME), NET - Items Included in Other Operating Costs (Income), Net (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Component of Other Operating Cost and Expense [Line Items]
Gain on sale of non-strategic timberlands	$ 0	$ 0	$ 0	$ (152)
Gain on postretirement plan amendment (Note 11)	0	0	(103)	0
Gain on disposition of assets	(3)	(6)	(11)	(14)
Foreign exchange losses (gains), net	(10)	18	(8)	10
Land management income	(7)	(6)	(19)	(19)
Other, net	(8)	(3)	(6)	(15)
Total other operating costs (income), net	$ (28)	$ 3	$ (147)	$ (190)

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DISCONTINUED OPERATIONS - Income Statement By Disposal Groups, Including Discontinued Operations (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
DISCONTINUED OPERATIONS [Line Items]
Net sales from discontinued operations		$ 83		$ 402
Loss from discontinued operations		(8)		(16)
Income taxes		3		5
Net loss from operations		(5)		(11)
Net loss from discontinued operations	0	24	0	12
Hardwoods:
DISCONTINUED OPERATIONS [Line Items]
Net sales from discontinued operations		27		222
Loss from discontinued operations		(4)		(3)
Gain (loss) on disposal of discontinued operation, net of tax		(8)		(14)
Westwood Shipping Lines:
DISCONTINUED OPERATIONS [Line Items]
Net sales from discontinued operations		56		180
Loss from discontinued operations		(4)		0
Gain (loss) on disposal of discontinued operation, net of tax		31		31
Other Discontinued Operations:
DISCONTINUED OPERATIONS [Line Items]
Loss from discontinued operations		0		(13)
Sale of property:
DISCONTINUED OPERATIONS [Line Items]
Gain (loss) on disposal of discontinued operation, net of tax		$ 6		$ 6

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CUMULATIVE OTHER COMPREHENSIVE LOSS (Tables)

9 Months Ended

Sep. 30, 2012

Items Included in Cumulative Other Comprehensive Loss

Items included in our cumulative other comprehensive loss are:

DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 30, 2012			DECEMBER 31, 2011
Foreign currency translation adjustments	$	436		$	411
Net pension and other postretirement benefit loss not yet recognized in earnings	(1,756		)	(1,821		)
Prior service credit not yet recognized in earnings	119			227
Unrealized gains on available-for-sale securities	4			4
Total	$	(1,197	)	$	(1,179	)

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INVENTORIES (Detail) (Forest Products, USD $) In Millions, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Other products	$ 91	$ 76
Materials and supplies	136	137
Subtotal	617	596
Less LIFO reserve	(105)	(120)
Total	512	476
Logs and Chips
Forest Products inventories	65	68
Lumber, Plywood, Panels and Engineered Lumber
Forest Products inventories	147	134
Pulp and Paperboard
Forest Products inventories	$ 178	$ 181

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LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES (Detail) (USD $) In Millions, unless otherwise specified	Sep. 30, 2012
Commitments and Contingencies Disclosure [Line Items]
Accrued estimated remediation costs	$ 34
Asset retirement obligations	$ 62

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SHARE-BASED COMPENSATION - Weighted Average Assumptions Used to Remeasure the Value of Stock Appreciation Rights (Detail) (Stock appreciation rights, USD $)	9 Months Ended
	Sep. 30, 2012
Stock appreciation rights
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	31.37%
Expected dividends	2.30%
Expected term (in years)	1 year 339 days
Risk-free rate	0.24%
Weighted average fair value	$ 6.32

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BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 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 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 the following:

• We changed the way we classify certain transactions within operating on our Consolidated Statement of Cash Flows.

• We now report the elimination of intersegment profit on inventory and the LIFO reserve in Unallocated Items. Previously these company-level adjustments were recorded in the business segments. This provides a better understanding of business operating results.

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INCOME TAXES - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	9 Months Ended	3 Months Ended
	Sep. 30, 2012	Sep. 30, 2012 Income tax settlements	Jun. 30, 2012 Income tax settlements
Estimated annual effective tax rate applicable to our Taxable REIT Subsidiary, excluding discrete items	55.60%
Income tax credit (charge) that is excluded from the company's effective income tax rate		$ 7	$ (3)

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DISCONTINUED OPERATIONS - Additional Information (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	9 Months Ended	3 Months Ended	9 Months Ended	3 Months Ended
	Sep. 30, 2011 Hardwoods:	Sep. 30, 2011 Hardwoods:	Sep. 30, 2011 Westwood Shipping Lines:	Sep. 30, 2011 Westwood Shipping Lines:	Jun. 30, 2011 Other Discontinued Operations:
DISCONTINUED OPERATIONS [Line Items]
Environmental remediation expense					$ 11
Consideration received from sale of operations	109	109
Proceeds from sale of business			58
Note receivable part of consideration received from sale of operations	25
Gain (loss) from disposal of discontinued operation, before income tax	(9)	(22)	49
Tax effect of gain (loss) from disposal of discontinued operation		8	(18)
Loss due to curtailment and special termination benefits	10
Gain (loss) on disposal of discontinued operation, net of tax	$ (8)	$ (14)	$ 31	$ 31

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DISCONTINUED OPERATIONS (Tables)

9 Months Ended

Sep. 30, 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			YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2011			SEPTEMBER 2011
Net sales:
Hardwoods	$	27		$	222
Westwood Shipping Lines	56			180
Total net sales from discontinued operations	$	83		$	402
Loss from operations:
Hardwoods	$	(4	)	$	(3	)
Westwood Shipping Lines	(4		)	—
Other discontinued operations	—			(13		)
Total loss from discontinued operations	(8		)	(16		)
Income taxes	3			5
Net loss from operations	(5		)	(11		)
Net gain (loss) on sale (after-tax):
Hardwoods	(8		)	(14		)
Westwood Shipping Lines	31			31
Sale of property	6			6
Net earnings from discontinued operations	$	24		$	12

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NET EARNINGS PER SHARE (Tables)

9 Months Ended

Sep. 30, 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		YEAR-TO-DATE ENDED
SHARES IN THOUSANDS	SEPTEMBER 2012	SEPTEMBER 2011	SEPTEMBER 2012	SEPTEMBER 2011
Stock options	6,644	23,666	6,644	23,666
Performance share units	516	471	516	471

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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		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Pension
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 13	$ 11	$ 39	$ 36
Interest cost	65	68	196	207
Expected return on plan assets	(106)	(104)	(316)	(315)
Amortization of actuarial loss	44	33	131	102
Amortization of prior service cost (credit)	2	3	6	10
Loss due to curtailment and special termination benefits	0	13	0	14
Total net periodic benefit cost (credit)	18	24	56	54
Other Postretirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	0	1	1	2
Interest cost	4	6	11	18
Amortization of actuarial loss	3	3	10	10
Amortization of prior service cost (credit)	(6)	(6)	(121)	(17)
Other	0	0	4	4
Total net periodic benefit cost (credit)	$ 1	$ 4	$ (95)	$ 17

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SHARE-BASED COMPENSATION - Additional Information (Detail) (USD $)	9 Months Ended
	Sep. 30, 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	4,200,554
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	495,147
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted	1,915,486
Weighted average exercise price of stock options granted	20.42
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted	749,333
Vested	374,458
Weighted average fair value of units granted	20.44
Performance share units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted	344,237
Weighted average fair value of units granted	21.73
Stock appreciation rights
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted	52,304

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SHARE-BASED COMPENSATION (Tables)

9 Months Ended

Sep. 30, 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 in 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	%
Expected 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 September 30, 2012

	SEPTEMBER 30, 2012
Expected volatility	31.37		%
Expected dividends	2.30		%
Expected term (in years)	1.93
Risk-free rate	0.24		%
Weighted average fair value	$	6.32

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CHARGES FOR RESTRUCTURING, CLOSURES AND ASSET IMPAIRMENTS (Tables)

9 Months Ended

Sep. 30, 2012

Restructuring, Closures and Asset Impairments Disclosure

Charges for restructuring, closures and asset impairments for the quarters and year-to-date periods ended September 30, 2012 and 2011, include:

	QUARTER ENDED				YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2012		SEPTEMBER 2011		SEPTEMBER 2012		SEPTEMBER 2011
Restructuring and closure charges:
Termination benefits	$	—	$	—	$	1	$	1
Pension and postretirement charges	—		2		—		3
Other restructuring and closure costs	3		5		6		11
	3		7		7		15
Asset Impairments:
Long-lived assets	5		30		16		33
Real estate impairments	—		2		1		2
Other assets	2		2		2		2
	7		34		19		37
Charges for restructuring, closures and impairments	$	10	$	41	$	26	$	52

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CONSOLIDATED STATEMENT OF CASH FLOWS (Parenthetical) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Interest, amount capitalized	$ 16	$ 24

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OTHER OPERATING COSTS (INCOME), NET (Tables)

9 Months Ended

Sep. 30, 2012

Items Included in Other Operating Costs (Income), Net

Items Included in Other Operating Costs (Income), Net

	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2012			SEPTEMBER 2011			SEPTEMBER 2012			SEPTEMBER 2011
Gain on sale of non-strategic timberlands	$	—		$	—		$	—		$	(152	)
Gain on postretirement plan amendment (Note 11)	—			—			(103		)	—
Gain on disposition of assets	(3		)	(6		)	(11		)	(14		)
Foreign exchange losses (gains), net	(10		)	18			(8		)	10
Land management income	(7		)	(6		)	(19		)	(19		)
Other, net	(8		)	(3		)	(6		)	(15		)
Total other operating costs (income), net	$	(28	)	$	3		$	(147	)	$	(190	)

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NET EARNINGS PER SHARE - Additional Information (Detail) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended		3 Months Ended			9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2011 Stock Repurchase Plan 2008	Dec. 31, 2011 Stock Repurchase Plan 2011	Sep. 30, 2011 Stock Repurchase Plan 2011	Sep. 30, 2012 Stock Repurchase Plan 2011
Net earnings per share, basic and diluted	$ 0.22	$ 0.29	$ 0.45	$ 0.49
Stock repurchase program, authorized repurchase amount							$ 250
Stock repurchase program, shares repurchased					1,199,800		589,824
Stock repurchase program, shares repurchased value					20		9
Repurchase of common stock, cash settlement			0	24		5
Stock repurchase program, remaining authorized repurchase amount								$ 233

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ACCRUED LIABILITIES (Detail) (Forest Products, USD $) In Millions, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Forest Products
Wages, salaries and severance pay	$ 129	$ 136
Pension and postretirement	64	63
Vacation pay	46	44
Income taxes	0	13
Taxes - Social Security and real and personal property	37	29
Interest	71	99
Customer rebates and volume discounts	39	54
Deferred income	66	59
Other	106	96
Total	$ 558	$ 593

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CONSOLIDATED STATEMENT OF OPERATIONS (USD $) In Millions, except Share data in Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Net sales and revenues	$ 1,772	$ 1,569	$ 5,059	$ 4,601
Cost of products sold	1,424	1,283	4,230	3,803
Gross margin	348	286	829	798
Selling, general and administrative expenses	156	135	448	452
Research and development expenses	8	7	23	21
Charges for restructuring, closures and impairments (Note 6)	10	41	26	52
Other operating costs (income), net (Note 7)	(28)	3	(147)	(190)
Operating income	202	100	479	463
Interest income and other	15	15	38	35
Interest expense, net of capitalized interest	(87)	(86)	(260)	(296)
Earnings from continuing operations before income taxes	130	29	257	202
Income taxes (Note 15)	(13)	104	(15)	52
Earnings from continuing operations	117	133	242	254
Earnings from discontinued operations, net of income taxes (Note 4)	0	24	0	12
Net earnings attributable to Weyerhaeuser common shareholders	$ 117	$ 157	$ 242	$ 266
Earnings per share attributable to Weyerhaeuser common shareholders, basic and diluted (Note 3):
Continuing operations	$ 0.22	$ 0.25	$ 0.45	$ 0.47
Discontinued operations	$ 0.00	$ 0.04	$ 0.00	$ 0.02
Net earnings per share	$ 0.22	$ 0.29	$ 0.45	$ 0.49
Dividends paid per share	$ 0.15	$ 0.15	$ 0.45	$ 0.45
Weighted average shares outstanding (in thousands) (Note 3):
Basic	539,094	537,969	538,146	537,906
Diluted	542,311	539,827	540,694	540,469

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SHARE-BASED COMPENSATION - Weighted Average Assumptions Used in Estimating the Value of Stock Options Granted (Detail) (Stock options, USD $)	9 Months Ended
	Sep. 30, 2012
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 years 120 days
Risk-free rate	1.01%
Weighted average grant date fair value	$ 5.72

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CONSOLIDATED BALANCE SHEET (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	Sep. 30, 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	540,671,722	536,425,400
Common shares, outstanding	540,671,722	536,425,400
Forest Products:
Receivables, allowances	$ 4	$ 6
Property and equipment, accumulated depreciation	6,600	6,550
Real Estate:
Receivables, discounts and allowances	$ 6	$ 2

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CUMULATIVE OTHER COMPREHENSIVE LOSS - Items Included in Cumulative Other Comprehensive Loss (Detail) (USD $) In Millions, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Foreign currency translation adjustments	$ 436	$ 411
Net pension and other postretirement benefit loss not yet recognized in earnings	(1,756)	(1,821)
Prior service credit not yet recognized in earnings	119	227
Unrealized gains on available-for-sale securities	4	4
Total	$ (1,197)	$ (1,179)

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

9 Months Ended

Sep. 30, 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:

	SEPTEMBER 30, 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	$	4,182	$	4,921	$	4,193	$	4,579
Real Estate	$	109	$	111	$	285	$	291

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LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 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 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 September 30, 2012, our total accrual for future estimated remediation costs on the active Superfund sites and other sites for which we are responsible was approximately $34 million. The accrual has not changed materially 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 September 30, 2012, our total accruals for these obligations was $62 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.

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PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Tables)

9 Months Ended

Sep. 30, 2012

Components of Net Periodic Benefit Costs (Credits)

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

	PENSION
	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2012			SEPTEMBER 2011			SEPTEMBER 2012			SEPTEMBER 2011
Service cost	$	13		$	11		$	39		$	36
Interest cost	65			68			196			207
Expected return on plan assets	(106		)	(104		)	(316		)	(315		)
Amortization of actuarial loss	44			33			131			102
Amortization of prior service cost	2			3			6			10
Loss due to curtailment and special termination benefits	—			13			—			14
Total net periodic benefit cost	$	18		$	24		$	56		$	54

	OTHER POSTRETIREMENT BENEFITS
	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2012			SEPTEMBER 2011			SEPTEMBER 2012			SEPTEMBER 2011
Service cost	$	—		$	1		$	1		$	2
Interest cost	4			6			11			18
Amortization of actuarial loss	3			3			10			10
Amortization of prior service credit	(6		)	(6		)	(121		)	(17		)
Other	—			—			4			4
Total net periodic benefit cost (credit)	$	1		$	4		$	(95	)	$	17

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BASIS OF PRESENTATION (Policies)

9 Months Ended

Sep. 30, 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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CONSOLIDATED STATEMENT OF CASH FLOWS (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Cash flows from operations:
Net earnings	$ 242	$ 266
Noncash charges (credits) to earnings:
Depreciation, depletion and amortization	338	363
Deferred income taxes, net	22	(77)
Pension and other postretirement benefits (Note 11)	(39)	60
Share-based compensation expense	28	19
Charges for impairment of assets	19	37
Net gains on dispositions of assets	(39)	(227)
Foreign exchange transaction (gains) losses (Note 7)	(8)	11
Change in:
Receivables less allowances	(33)	(34)
Receivable for taxes	15	(19)
Inventories	(34)	(40)
Real estate and land	(95)	(49)
Prepaid expenses	(18)	(14)
Accounts payable and accrued liabilities	10	(74)
Deposits on land positions and other assets	11	(9)
Pension and postretirement contributions	(109)	(64)
Other	19	(5)
Net cash from operations	329	144
Cash flows from investing activities:
Property and equipment	(197)	(136)
Timberlands reforestation	(22)	(23)
Proceeds from sale of assets	36	353
Payments of liabilities held by variable interest entities (Note 12)	(97)	0
Other	(1)	(6)
Cash from investing activities	(281)	188
Cash flows from financing activities:
Cash dividends	(242)	(242)
Change in book overdrafts	(32)	(26)
Payments on debt	(187)	(550)
Exercises of stock options	73	37
Repurchase of common stock (Note 3)	0	(24)
Other	(5)	(23)
Cash from financing activities	(393)	(828)
Net change in cash and cash equivalents	(345)	(496)
Cash and cash equivalents at beginning of period	953	1,467
Cash and cash equivalents at end of period	608	971
Cash paid (received) during the period for:
Interest, net of amount capitalized of $16 and $24	290	362
Income taxes	$ (14)	$ 21

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Net earnings attributable to Weyerhaeuser common shareholders	$ 117	$ 157	$ 242	$ 266
Other comprehensive income (loss):
Foreign currency translation adjustments	26	(40)	25	(18)
Actuarial gains, net of tax expense of $10, $20, $31 and $77	17	48	65	158
Prior service costs, net of tax expense (benefit) of $0, $1, ($49) and $2	(2)	(1)	(108)	(4)
Total other comprehensive income (loss)	41	7	(18)	136
Comprehensive income attributable to Weyerhaeuser common shareholders	$ 158	$ 164	$ 224	$ 402

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ACCRUED LIABILITIES

9 Months Ended

Sep. 30, 2012

ACCRUED LIABILITIES

ACCRUED LIABILITIES

Forest Products accrued liabilities were comprised of the following:

DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 30, 2012		DECEMBER 31, 2011
Wages, salaries and severance pay	$	129	$	136
Pension and postretirement	64		63
Vacation pay	46		44
Income taxes	—		13
Taxes – Social Security and real and personal property	37		29
Interest	71		99
Customer rebates and volume discounts	39		54
Deferred income	66		59
Other	106		96
Total	$	558	$	593

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Document and Entity Information	9 Months Ended
	Sep. 30, 2012	Oct. 26, 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	Sep. 30, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding		541,532,100

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FAIR VALUE OF FINANCIAL INSTRUMENTS

9 Months Ended

Sep. 30, 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:

	SEPTEMBER 30, 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	$	4,182	$	4,921	$	4,193	$	4,579
Real Estate	$	109	$	111	$	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.

We recognized a pretax charge in year-to-date 2011 of $26 million, which included early retirement premiums, unamortized debt issuance costs and other miscellaneous charges in connection with the early extinguishment of debt. This charge is included in interest expense in our Consolidated Statement of Operations.

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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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Parenthetical) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Tax expense of actuarial gains	$ 10	$ 20	$ 31	$ 77
Tax expense (benefit) of prior service costs	$ 0	$ 1	$ (49)	$ 2

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DISCONTINUED OPERATIONS

9 Months Ended

Sep. 30, 2012

DISCONTINUED OPERATIONS [Line Items]

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS

There are no operations classified as discontinued for the quarter and year-to-date periods ended September 30, 2012. Discontinued operations for the quarter and year-to-date periods ended September 30, 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			YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2011			SEPTEMBER 2011
Net sales:
Hardwoods	$	27		$	222
Westwood Shipping Lines	56			180
Total net sales from discontinued operations	$	83		$	402
Loss from operations:
Hardwoods	$	(4	)	$	(3	)
Westwood Shipping Lines	(4		)	—
Other discontinued operations	—			(13		)
Total loss from discontinued operations	(8		)	(16		)
Income taxes	3			5
Net loss from operations	(5		)	(11		)
Net gain (loss) on sale (after-tax):
Hardwoods	(8		)	(14		)
Westwood Shipping Lines	31			31
Sale of property	6			6
Net earnings from discontinued operations	$	24		$	12

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.

Other discontinued operations relate to gains or losses recognized in the period for businesses we have divested in prior years and are included in Unallocated Items. During second quarter 2011 we increased our reserve for estimated future environmental remediation costs and recognized an $11 million charge associated with discontinued operations.

SALE OF HARDWOODS

On August 1, 2011, we completed the sale of our hardwoods operations to American Industrial Partners for consideration of $109 million, of which $25 million was a note receivable. During second quarter 2011, we reduced our hardwoods assets to their fair value less selling costs which resulted in the recognition of a $9 million charge. An additional $10 million pension curtailment charge was recognized in third quarter 2011 when the transaction closed. Total pre-tax charges on the sale of $22 million were recorded in our Wood Products segment. We recognized a tax benefit on the sale of $8 million resulting in a year-to-date net loss of $14 million.

SALE OF WESTWOOD SHIPPING LINES

On September 30, 2011, we completed the sale of Westwood Shipping Lines to J-WesCo of Japan for $58 million in cash. We recognized a pre-tax gain of $49 million in Unallocated and recorded tax expense of $18 million, resulting in a net gain of $31 million.

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NET EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2012

NET EARNINGS PER SHARE

NET EARNINGS PER SHARE

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

• $0.22 during third quarter and $0.45 during year-to-date 2012, respectively; and

• $0.29 during third quarter and $0.49 during year-to-date 2011, respectively.

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		YEAR-TO-DATE ENDED
SHARES IN THOUSANDS	SEPTEMBER 2012	SEPTEMBER 2011	SEPTEMBER 2012	SEPTEMBER 2011
Stock options	6,644	23,666	6,644	23,666
Performance share units	516	471	516	471

During third quarter 2011, we repurchased 1,199,800 shares of common stock for $20 million under the 2008 stock repurchase program. On August 11, 2011, our board of directors replaced the 2008 stock repurchase program and approved the 2011 stock repurchase program under which we are authorized to repurchase up to $250 million of outstanding shares. During third quarter 2011, we repurchased 589,824 shares of common stock for $9 million under the 2011 program. Cash settlements of $5 million occurred at the beginning of the fourth quarter. All common stock purchases under the programs were made in open-market transactions. As of September 30, 2012, we had remaining authorization of $233 million for future share repurchases.

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INCOME TAXES

9 Months Ended

Sep. 30, 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 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, is55.6 percentand differs from the U.S. statutory rate, primarily due to losses from non-U.S. results where no tax benefit is accrued because it is more likely than not that a benefit will not be realized. The tax rate for the quarter differs from the estimated annual effective tax rate, primarily due to a different mix of earnings or losses in the quarter relative to the annual period and a catch up in the fourth quarter for the estimated change in our effective tax rate.

During third quarter 2012, as a result of reaching agreements with taxing authorities, we reduced our unrecognized tax benefits and recognized a tax provision reduction of$7 million.

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

DOLLAR AMOUNTS IN MILLIONS
First Quarter 2012:
Income taxes on postretirement plan amendment discussed in Note 11	$	(18	)
State income tax settlements	$	8
Second Quarter 2012:
Income taxes on postretirement plan amendment discussed in Note 11	$	(18	)
Income tax settlements	$	(3	)
Third Quarter 2012:
Income tax settlements	$	7
First Quarter 2011:
Income taxes on a non-strategic timberlands gain discussed in Note 7	$	(56	)
Second Quarter 2011:
Tax benefit on early extinguishment of debt discussed in Note 10	$	10
Third Quarter 2011:
Tax benefit related to foreign tax credits	$	83

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PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

9 Months Ended

Sep. 30, 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						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2012			SEPTEMBER 2011			SEPTEMBER 2012			SEPTEMBER 2011
Service cost	$	13		$	11		$	39		$	36
Interest cost	65			68			196			207
Expected return on plan assets	(106		)	(104		)	(316		)	(315		)
Amortization of actuarial loss	44			33			131			102
Amortization of prior service cost	2			3			6			10
Loss due to curtailment and special termination benefits	—			13			—			14
Total net periodic benefit cost	$	18		$	24		$	56		$	54

	OTHER POSTRETIREMENT BENEFITS
	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2012			SEPTEMBER 2011			SEPTEMBER 2012			SEPTEMBER 2011
Service cost	$	—		$	1		$	1		$	2
Interest cost	4			6			11			18
Amortization of actuarial loss	3			3			10			10
Amortization of prior service credit	(6		)	(6		)	(121		)	(17		)
Other	—			—			4			4
Total net periodic benefit cost (credit)	$	1		$	4		$	(95	)	$	17

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. The company recognized a gain of $103 million in year-to-date 2012 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. The benefit related to the fourth quarter 2011 amendments was fully recognized in first and second quarter 2012.

Loss due to curtailment and special termination benefits includes charges of $11 million related to the sale of our hardwoods and Westwood Shipping Lines operations in third quarter 2011. These charges are included in our results of discontinued operations.

FAIR VALUE OF PENSION PLAN ASSETS

We estimate the fair value of pension plan assets based upon the information available during the year-end reporting process. In some cases, primarily private equity funds, the information available consists of net asset values as of an interim date, cash flows between the interim date and the end of the year and market events. We revise the year-end estimated fair value of pension plan assets to incorporate year-end net asset values reflected in audited financial statements received after we have filed our Annual Report on Form 10-K. The fair value of pension assets as of December 31, 2011 were $15 million higher than we estimated at year end.

We recorded the following adjustment during second quarter 2012 to reflect updated participant information as of the beginning of the year, which was partially offset by the increase in the pension assets:

• $23 million increase in the liability for deferred pension;

• $9 million decrease in the liability for deferred income taxes; and

• $14 million net increase in cumulative other comprehensive loss, which resulted in a decrease in total Weyerhaeuser shareholders' interest.

EXPECTED CONTRIBUTIONS AND BENEFIT PAYMENTS

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011, and updated for events occurring in 2012, we expect to:

• make approximately$87 millionof required contributions to our Canadian registered and nonregistered pension plans in 2012;

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

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

Congress passed legislation in June 2012 that changed the way the discount rate is computed for purposes of determining minimum pension contribution funding. Based upon this legislation, we donothave a required contribution to our U.S. qualified plan, which we previously estimated to be$60 milliondue by September 2013.

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OTHER OPERATING COSTS (INCOME), NET

9 Months Ended

Sep. 30, 2012

OTHER OPERATING COSTS (INCOME), NET

OTHER OPERATING COSTS (INCOME), NET

Other operating costs (income), net:

• includes both recurring and occasional income and expense items and

• can fluctuate from year to year.

Items Included in Other Operating Costs (Income), Net

	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2012			SEPTEMBER 2011			SEPTEMBER 2012			SEPTEMBER 2011
Gain on sale of non-strategic timberlands	$	—		$	—		$	—		$	(152	)
Gain on postretirement plan amendment (Note 11)	—			—			(103		)	—
Gain on disposition of assets	(3		)	(6		)	(11		)	(14		)
Foreign exchange losses (gains), net	(10		)	18			(8		)	10
Land management income	(7		)	(6		)	(19		)	(19		)
Other, net	(8		)	(3		)	(6		)	(15		)
Total other operating costs (income), net	$	(28	)	$	3		$	(147	)	$	(190	)

The $152 million pretax gain on sale of non-strategic timberlands resulted from the sale of 82,000 acres in southwestern Washington. Timberland exchanges and smaller dispositions are included in our net sales and revenue and cost of products sold.

Foreign exchange losses (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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CUMULATIVE OTHER COMPREHENSIVE LOSS - Additional Information (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Recognized gain for plan amendment	$ 0	$ 0	$ (103)	$ 0

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SHARE-BASED COMPENSATION

9 Months Ended

Sep. 30, 2012

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION

In 2012, we granted 1,915,486 stock options, 749,333 restricted stock units, 344,237 performance share units, and 52,304 stock appreciation rights. In addition, 374,458 outstanding restricted stock unit awards vested during year-to-date 2012. A total of 4,200,554 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 $20.44. 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 $21.73. 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 in 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	%
Expected 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 September 30, 2012.

Weighted Average Assumptions Used to Remeasure the Value of Stock Appreciation Rights as of September 30, 2012

	SEPTEMBER 30, 2012
Expected volatility	31.37		%
Expected dividends	2.30		%
Expected term (in years)	1.93
Risk-free rate	0.24		%
Weighted average fair value	$	6.32

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 495,147.

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CHARGES FOR RESTRUCTURING, CLOSURES AND ASSET IMPAIRMENTS

9 Months Ended

Sep. 30, 2012

CHARGES FOR RESTRUCTURING, CLOSURES AND ASSET IMPAIRMENTS

CHARGES FOR RESTRUCTURING, CLOSURES AND ASSET IMPAIRMENTS

Charges for restructuring, closures and asset impairments for the quarters and year-to-date periods ended September 30, 2012 and 2011, include:

	QUARTER ENDED				YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2012		SEPTEMBER 2011		SEPTEMBER 2012		SEPTEMBER 2011
Restructuring and closure charges:
Termination benefits	$	—	$	—	$	1	$	1
Pension and postretirement charges	—		2		—		3
Other restructuring and closure costs	3		5		6		11
	3		7		7		15
Asset Impairments:
Long-lived assets	5		30		16		33
Real estate impairments	—		2		1		2
Other assets	2		2		2		2
	7		34		19		37
Charges for restructuring, closures and impairments	$	10	$	41	$	26	$	52

Asset impairments in 2012 are primarily related to unutilized assets held in Unallocated Items that were sold or are currently held for sale.

Asset impairments in third quarter 2011 included $29 million of impairment charges in the Wood Products segment primarily related to the decision to permanently close four engineered lumber facilities that had been previously indefinitely closed. The fair values of the facilities were determined using significant unobservable inputs (Level 3) based on liquidation values.

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INVENTORIES

9 Months Ended

Sep. 30, 2012

INVENTORIES

INVENTORIES

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

DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 30, 2012			DECEMBER 31, 2011
Logs and chips	$	65		$	68
Lumber, plywood, panels and engineered lumber	147			134
Pulp and paperboard	178			181
Other products	91			76
Materials and supplies	136			137
	617			596
Less LIFO reserve	(105		)	(120		)
Total	$	512		$	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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INCOME TAXES - Items Excluded from Effective Income Tax Rates (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Jun. 30, 2012 Income taxes on postretirement plan amendment discussed in Note 11	Mar. 31, 2012 Income taxes on postretirement plan amendment discussed in Note 11	Mar. 31, 2012 State income tax settlements	Sep. 30, 2012 Income tax settlements	Jun. 30, 2012 Income tax settlements	Mar. 31, 2011 Income taxes on a non-strategic timberlands gain discussed in Note 7	Jun. 30, 2011 Tax benefit on early extinguishment of debt discussed in Note 10	Sep. 30, 2011 Tax benefit related to foreign tax credits
Income tax credit (charge) that is excluded from the company's effective income tax rate	$ (18)	$ (18)	$ 8	$ 7	$ (3)	$ (56)	$ 10	$ 83

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ACCRUED LIABILITIES (Tables)

9 Months Ended

Sep. 30, 2012

Forest Products Accrued Liabilities

Forest Products accrued liabilities were comprised of the following:

DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 30, 2012		DECEMBER 31, 2011
Wages, salaries and severance pay	$	129	$	136
Pension and postretirement	64		63
Vacation pay	46		44
Income taxes	—		13
Taxes – Social Security and real and personal property	37		29
Interest	71		99
Customer rebates and volume discounts	39		54
Deferred income	66		59
Other	106		96
Total	$	558	$	593

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OTHER OPERATING COSTS (INCOME), NET - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Component of Other Operating Cost and Expense [Line Items]
Pretax gain on sale of non-strategic timberlands	$ 0	$ 0	$ 0	$ 152
Non-strategic timberlands sold, acres				82,000

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CUMULATIVE OTHER COMPREHENSIVE LOSS

9 Months Ended

Sep. 30, 2012

CUMULATIVE OTHER COMPREHENSIVE LOSS

CUMULATIVE OTHER COMPREHENSIVE LOSS

Items included in our cumulative other comprehensive loss are:

DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 30, 2012			DECEMBER 31, 2011
Foreign currency translation adjustments	$	436		$	411
Net pension and other postretirement benefit loss not yet recognized in earnings	(1,756		)	(1,821		)
Prior service credit not yet recognized in earnings	119			227
Unrealized gains on available-for-sale securities	4			4
Total	$	(1,197	)	$	(1,179	)

The change in prior service credit not yet recognized in earnings includes the amortization of a $103 million gain recognized in 2012, as the result of previously announced benefit changes. See Note 11: Pension and Other Postretirement Benefit Plans.

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Policies)

9 Months Ended

Sep. 30, 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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CHARGES FOR RESTRUCTURING, CLOSURES AND ASSET IMPAIRMENTS - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Charges for impairment of assets	$ 7	$ 34	$ 19	$ 37
Four engineered lumber facilities
Charges for impairment of assets		$ 29

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NET EARNINGS PER SHARE - Potential Shares Not Included in the Computation of Diluted Earnings Per Share (Detail)	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 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	6,644	23,666	6,644	23,666
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	516	471	516	471

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CONSOLIDATED BALANCE SHEET (USD $) In Millions, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Assets
Cash and cash equivalents	$ 608	$ 953
Total assets	12,338	12,598
Liabilities
Commitments and contingencies (Note 14)
Total liabilities	7,985	8,331
Weyerhaeuser shareholders' interest:
Common shares: $1.25 par value; authorized 1,360,000,000 shares; issued and outstanding: 540,671,722 and 536,425,400 shares	676	671
Other capital	4,692	4,595
Retained earnings	169	176
Cumulative other comprehensive loss (Note 13)	(1,197)	(1,179)
Total Weyerhaeuser shareholders' interest	4,340	4,263
Noncontrolling interests	13	4
Total equity	4,353	4,267
Total liabilities and equity	12,338	12,598
Forest Products:
Assets
Cash and cash equivalents	602	950
Receivables, less allowances of $4 and $6	504	468
Receivables for taxes	97	22
Inventories (Note 8)	512	476
Prepaid expenses	83	68
Deferred tax assets	117	81
Total current assets	1,915	2,065
Property and equipment, less accumulated depreciation of $6,600 and $6,550	2,759	2,901
Construction in progress	220	145
Timber and timberlands at cost, less depletion charged to disposals	3,967	3,978
Investments in and advances to equity affiliates	188	192
Goodwill	40	40
Other assets	352	444
Assets held by variable interest entities (Note 12)	914	916
Total assets	10,355	10,681
Liabilities
Current maturities of long-term debt (Note 10)	340	12
Accounts payable	356	336
Accrued liabilities (Note 9)	558	593
Total current liabilities	1,254	941
Long-term debt (Note 10)	3,842	4,181
Long-term debt (Note 10)	4,182	4,193
Deferred income taxes	68	93
Deferred pension and other postretirement benefits	1,378	1,467
Other liabilities	477	408
Liabilities (nonrecourse to the company) held by variable interest entities (Note 12)	680	776
Total liabilities	7,699	7,866
Real Estate:
Assets
Cash and cash equivalents	6	3
Receivables, less discounts and allowances of $6 and $2	36	41
Real estate in process of development and for sale	602	555
Land being processed for development	982	936
Investments in and advances to equity affiliates	20	21
Deferred tax assets	233	240
Other assets	98	113
Assets held by variable interest entities (Note 12)	6	8
Total assets	1,983	1,917
Liabilities
Long-term debt (Note 10)	109	285
Other liabilities	177	172
Liabilities (nonrecourse to the company) held by variable interest entities (Note 12)	0	8
Total liabilities	$ 286	$ 465

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BUSINESS SEGMENTS

9 Months Ended

Sep. 30, 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 from 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						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2012			SEPTEMBER 2011			SEPTEMBER 2012			SEPTEMBER 2011
Sales to and revenues from unaffiliated customers:
Timberlands	$	267		$	252		$	779		$	770
Wood Products	816			603			2,226			1,734
Cellulose Fibers	459			503			1,391			1,535
Real Estate	230			211			663			562
	1,772			1,569			5,059			4,601
Intersegment sales:
Timberlands	162			154			498			479
Wood Products	18			20			58			61
	180			174			556			540
Total sales and revenues	1,952			1,743			5,615			5,141
Intersegment eliminations	(180		)	(174		)	(556		)	(540		)
Total	$	1,772		$	1,569		$	5,059		$	4,601
Net contribution to earnings from continuing operations:
Timberlands	$	80		$	61		$	227		$	420
Wood Products	59			(80		)	82			(166		)
Cellulose Fibers	78			139			162			316
Real Estate	17			10			24			17
	234			130			495			587
Unallocated Items(1)	(17		)	(15		)	22			(89		)
Net contribution to earnings from discontinued operations	—			37			—			20
Net contribution to earnings	217			152			517			518
Interest expense, net of capitalized interest	(87		)	(86		)	(260		)	(296		)
Income before income taxes (continuing and discontinued operations)	130			66			257			222
Income taxes (continuing and discontinued operations)	(13		)	91			(15		)	44
Net earnings attributable to Weyerhaeuser common shareholders	$	117		$	157		$	242		$	266

(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; foreign exchange transaction gains and losses associated with financing; and the elimination of intersegment profit in inventory and the LIFO reserve.

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VARIABLE INTEREST ENTITIES (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended				3 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012 Special-Purpose Entities Forest Products	Dec. 31, 2011 Special-Purpose Entities Forest Products	Dec. 31, 2012 Buyer-sponsored SPEs Forest Products	Sep. 30, 2012 Monetization SPEs Forest Products
Variable Interest Entity [Line Items]
Future receipt of financial instruments (current payment of note) for our special-purpose entities	$ (97)	$ 0			$ 110	$ (97)
Deferred tax liability			$ 240	$ 277

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BUSINESS SEGMENTS (Tables)

9 Months Ended

Sep. 30, 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						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	SEPTEMBER 2012			SEPTEMBER 2011			SEPTEMBER 2012			SEPTEMBER 2011
Sales to and revenues from unaffiliated customers:
Timberlands	$	267		$	252		$	779		$	770
Wood Products	816			603			2,226			1,734
Cellulose Fibers	459			503			1,391			1,535
Real Estate	230			211			663			562
	1,772			1,569			5,059			4,601
Intersegment sales:
Timberlands	162			154			498			479
Wood Products	18			20			58			61
	180			174			556			540
Total sales and revenues	1,952			1,743			5,615			5,141
Intersegment eliminations	(180		)	(174		)	(556		)	(540		)
Total	$	1,772		$	1,569		$	5,059		$	4,601
Net contribution to earnings from continuing operations:
Timberlands	$	80		$	61		$	227		$	420
Wood Products	59			(80		)	82			(166		)
Cellulose Fibers	78			139			162			316
Real Estate	17			10			24			17
	234			130			495			587
Unallocated Items(1)	(17		)	(15		)	22			(89		)
Net contribution to earnings from discontinued operations	—			37			—			20
Net contribution to earnings	217			152			517			518
Interest expense, net of capitalized interest	(87		)	(86		)	(260		)	(296		)
Income before income taxes (continuing and discontinued operations)	130			66			257			222
Income taxes (continuing and discontinued operations)	(13		)	91			(15		)	44
Net earnings attributable to Weyerhaeuser common shareholders	$	117		$	157		$	242		$	266

(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; foreign exchange transaction gains and losses associated with financing; and the elimination of intersegment profit in inventory and the LIFO reserve.

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INCOME TAXES (Tables)

9 Months Ended

Sep. 30, 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
First Quarter 2012:
Income taxes on postretirement plan amendment discussed in Note 11	$	(18	)
State income tax settlements	$	8
Second Quarter 2012:
Income taxes on postretirement plan amendment discussed in Note 11	$	(18	)
Income tax settlements	$	(3	)
Third Quarter 2012:
Income tax settlements	$	7
First Quarter 2011:
Income taxes on a non-strategic timberlands gain discussed in Note 7	$	(56	)
Second Quarter 2011:
Tax benefit on early extinguishment of debt discussed in Note 10	$	10
Third Quarter 2011:
Tax benefit related to foreign tax credits	$	83

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VARIABLE INTEREST ENTITIES

9 Months Ended

Sep. 30, 2012

VARIABLE INTEREST ENTITIES

VARIABLE INTEREST ENTITIES

In third quarter 2012, we repaid a $97 million note related to one of our timber monetization special-purpose entities (SPEs) undertaken in 2002. We will receive approximately $110 million in fourth quarter 2012 when the related financial investment matures. As a result of dissolving one of our SPEs, the deferred tax liability related to our SPEs was reduced to $240 million as of September 30, 2012, compared to $277 million as of December 31, 2011. More information about these entities, which were formed in connection with the sale of nonstrategic timberlands in 2002-2004, can be found in our annual reports on Form 10-K for 2011 and 2002-2004.