EX-99.2 3 dex992.htm INVESTOR CONFERENCE PRESENTATION Investor Conference Presentation
WEYERHAEUSER COMPANY
Special Dividend Conference Call
July 12, 2010
Exhibit 99.2


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Most attractive timberland in the world
Leader in adding and extracting value from timberlands
Uniquely positioned to benefit from the recovery
Focused on returning value to shareholders
Reasons to Own Weyerhaeuser
REIT structure best supports strategic direction


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Tax efficiency of REIT structure positions Weyerhaeuser
to increase timberland earnings
Qualified earnings distributed to shareholders not taxed
at corporate level
Most dividends to shareholders taxed at capital gains
rate
Benefits of REIT Conversion
Eligible to elect REIT status for fiscal 2010, following
the special dividend


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Special Dividend
Board declared special dividend of $5.6 billion
Cash portion of special dividend to be capped at
10%, or $560 million
Shareholders can elect to receive the distribution in cash or stock
Cash distribution subject to pro-ration, with the remaining
amount paid in stock
Special dividend meets IRS requirement to distribute
accumulated earnings and profits
Includes payment of regular quarterly dividend of
approximately $11 million


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Action
Key Dates
File prospectus with SEC
Later this week
Ex-dividend date
Set by NYSE; Typically 2 business
days prior to record date
Dividend record date
Thursday, July 22
Prospectus and election form
mailed to shareholders
Thursday, July 29
Election forms due
Monday, August 23
Stock valuation dates
August 24, 25, 26
Expected dividend payment date
September 1
Special Dividend Calendar


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Special Dividend
$  5.60  billion
Current Shares Outstanding
211.60 million
Special Dividend per Share
$26.47 per share
Share Calculation
Total Special Dividend
$ 5.60   billion
Cash Portion of Special Dividend (10%)
$   .56   billion
Stock Portion of Special Dividend (90%)
$ 5.04   billion
Stock Price on Day Prior to Ex-Dividend Date
$35.84 per share
Special Dividend per Share
$26.47 per share
Theoretical Share Price (Ex-Dividend)
$  9.37 per share
Stock Portion of Special Dividend
$ 5.04 billion
Theoretical Share Price (Ex-Dividend)
$9.37  per share
Current Shares Outstanding
211.6 million shares
Total Pro-forma Shares Outstanding
Hypothetical Share Impact: Special Dividend
(For illustrative purposes only)
Theoretical Shares Issued for Special Dividend
537.9 million shares
749.5 million shares
$35.84 stock price on day 
prior to ex-dividend date
211.60 million 
shares outstanding
Assumptions:


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Hypothetical Market Capitalization Impact:
Special Dividend (For illustrative purposes only)
Value
Share
Count
Per
Share
Pre-Distribution Market
Capitalization
$7,584
211.6
$35.84
Special Dividend
($5,600)
______________________________________
211.6
_________________________________________________
($26.47)
_________________________________________________
Ex Dividend Value of Original
Stock
$1,984
211.6
$9.37
Stock Received in Special
Dividend (90%)
$5,040
_______________________________________
537.9
_________________________________________________
$9.37
_________________________________________________
Pro Forma Post-Distribution
Market Capitalization
$7,024
749.5
$9.37
Cash Received in Special
Dividend (10%)
$560
______________________________________
Total Value for Shareholders
$7,584
in millions except per share amounts
Assumptions: 
$35.84 stock price on 
day prior to ex-dividend 
date
211.60 million 
shares outstanding


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Accounting Impact of $5.6 Billion
Special Dividend
Pro-forma changes to balance sheet
Cash reduced by $560 million
Deferred
tax
liability
reduced
by
approximately
$1.0
billion
Shareholders’
equity increased by $440 million
Pro-forma changes to income statement
Tax
benefit
of
approximately
$1.0
billion,
as
a
result
of
the
elimination of deferred taxes
2010 income tax expense recalculated to reflect REIT
treatment
Stock portion of special dividend treated as share
issuance, and EPS will be adjusted on a prospective
basis


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Ongoing REIT Requirements
Ownership tests
Asset tests
Income tests
Distribution requirements
Details are described in the prospectus


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Post REIT Conversion Dividend Considerations
Macroeconomic climate
Earning potential of the company
Target capital structure
Appropriate debt levels
Long term liquidity
Maintaining access to capital
Affordability
Future growth opportunities
Guidance to be provided in Q4 2010


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Most attractive timberland in the world
Leader in adding and extracting value from timberlands
Uniquely positioned to benefit from the recovery
Focused on returning value to shareholders
Reasons to Own Weyerhaeuser
REIT structure best supports strategic direction