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•	majority-owned domestic and foreign subsidiaries and

•	variable interest entities in which we are the primary beneficiary.

•	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.

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•	seven primary hardwood mills with a total capacity of 300 million board feet,

•	four concentration yards,

•	three remanufacturing plants,

•	one log merchandising yard and

•	sales offices in the U.S., Canada, Japan, China and Hong Kong.

•	Timberlands – which includes logs; timber; minerals, oil and gas; and international wood products;

•	Wood Products – which includes softwood lumber, engineered lumber, structural panels, hardwood lumber 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.

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•	$0.02 during second quarter and $0.20 during first half 2011, respectively: and

•	$0.07 during second quarter and $(0.03) during first half 2010, respectively.

•	weighted average number of our outstanding common shares and

•	the effect of our outstanding dilutive potential common shares.

•	outstanding stock options,

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•	restricted stock units or

•	performance share units.

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•	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.

•	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.

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•	Weyerhaeuser’s cash flow during the first year and

•	Weyerhaeuser’s relative total shareholder return (TSR) ranking in the S&P 500 during the first two years.

•	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.

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•	includes both recurring and occasional income and expense items and

•	can fluctuate from year to year.

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•	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 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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•	$20 million increase in the pension asset;

•	$86 million decrease in the liability for deferred pension;

•	$38 million increase in the liability for deferred income taxes; and

•	$68 million net decrease in cumulative other comprehensive loss, which resulted in an increase in total Weyerhaeuser shareholders' interest.

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•	be required to contribute approximately $80 million to our Canadian registered and nonregistered pension plans;

•	contribute $19 million to our U.S. nonqualified pension plans and have no required contribution to the U.S. qualified plan; and

•	make benefit payments of $44 million to our U.S. and Canadian other postretirement plans.

•	legal proceedings and

•	environmental matters.

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•	is subject to a great many variables and

•	cannot be predicted with any degree of certainty.

•	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.

•	site remediation,

•	asset retirement obligations,

•	regulation of air emissions in the U.S. and

•	regulation of water in the U.S.

•	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.

•	new information on any site concerning implementation of remediation alternatives,

•	updates on prior cost estimates and new sites and

•	costs incurred to remediate sites.

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•	is much less certain than the estimates on which our accruals currently are based and

•	uses assumptions that are less favorable to us among the range of reasonably possible outcomes.

•	assumed we will not bear the entire cost of remediation of every site,

•	took into account the ability of other potentially responsible parties to participate and

•	considered each party’s financial condition and probable contribution on a per-site basis.

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•	9.8 percent for 2011 and

•	37.8 percent for 2010.

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•	use forward-looking terminology,

•	are based on various assumptions we make and

•	may not be accurate because of risks and uncertainties surrounding the assumptions that we make.

•	lower selling prices and harvests volumes in the West, seasonally higher silviculture and road expenses, reduced earnings from dispositions of non-strategic timberlands and significantly lower earnings in our Timberlands segment;

•	lower selling prices for lumber and oriented strand board, lower sales volume across most products lines, offset by lower log costs and modest cost improvements and a comparable loss in our Wood Products segment excluding the hardwoods transaction;

•	substantially lower maintenance costs and improved production, partially offset by lower selling prices for pulp, somewhat higher shipment volumes, seasonally lower energy costs and significantly higher earnings in our Cellulose Fibers segment; and

•	slightly higher earnings from single-family homebuilding operations and a seasonal increase in home sale closings, continued strong margins and flat to slightly lower selling prices in our Real Estate segment.

•	the economy;

•	foreign exchange rates, primarily the Canadian dollar and Euro;

•	adverse litigation outcomes and the adequacy of reserves;

•	regulations;

•	changes in accounting principles;

•	the effect of implementation or retrospective application of accounting methods;

•	contributions to pension plans;

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•	projected benefit payments;

•	projected tax rates;

•	IRS audit outcomes and timing of settlements; and

•	other related matters.

•	general economic conditions, including employment rates, housing starts, interest rate levels, availability of financing for home mortgages, strength of the U.S. dollar;

•	market demand for our products, which is related to the strength of the various business segments and economic conditions;

•	performance of our manufacturing operations, including maintenance requirements;

•	raw material prices;

•	energy prices;

•	transportation costs;

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

•	level of competition from domestic and foreign producers;

•	the effect of the Japanese tsunami on demand for company products;

•	the effect of weather;

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

•	federal tax policies;

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

•	legal proceedings;

•	the effect of timing of retirements and changes in the market price of our common stock on charges for share-based compensation;

•	changes in accounting principles;

•	performance of pension fund investments and related derivatives; and

•	other factors described under “Risk Factors” in our annual report on Form 10-K.

•	economic activity in Europe and Asia – particularly Japan and China;

•	currency exchange rates – particularly the relative value of the U.S. dollar to the Canadian dollar, Euro and Yen; and

•	restrictions on international trade or tariffs imposed on imports.

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•	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.

•	Net sales and revenues and operating income (loss) included in Consolidated Results below exclude the results of discontinued operations.

•	Net sales and revenues and contribution (charge) to earnings reported in the individual segment discussions that follow include the results of discontinued operations. Refer to Note 2: Discontinued Operations for a discussion of which segments include the results of our discontinued operations.

•	Net sales and revenues decreased $31 million – 2 percent – during second quarter and increased $108 million – 4 percent – during first half.

•	Net earnings decreased $4 million – 29 percent – during second quarter and increased $115 million during first half.

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•	decreased price realizations for oriented stranded board (OSB) and structural lumber – refer to the Wood Products segment discussion; and

•	decreased number of homes closed – refer to the Real Estate segment discussion.

•	increased pulp prices and volumes sold – refer to the Cellulose Fibers segment discussion;

•	increased volumes sold of OSB and structural lumber – refer to the Wood Products segment discussion; and

•	increased log prices and volumes sold – refer to the Timberlands segment discussion.

•	lower OSB and structural lumber price realizations – refer to the Wood Products segment discussion; and

•	increased raw materials and other operating costs – refer to the Timberlands, Wood Products and Cellulose Fibers segment discussions.

•	higher pulp price realizations – refer to the Cellulose Fibers segment discussion;

•	reduction in our net interest expense – refer to the interest expense discussion; and

•	increased export and domestic log prices in the West and increased harvest levels in the West and South – refer to the Timberlands segment discussion.

•	recognition of a gain on sale of 82,000 acres of non-strategic timberlands in 2011 – refer to the Timberlands segment discussion; and

•	recognition of a tax charge in 2010 related to the federal tax law change for Medicare Part D subsidies – refer to the income tax discussion.

•	recognition of a gain on the sale of certain British Columbia forest licenses and associated rights in 2010 – refer to the Wood Products segment discussion; and

•	recognition of gains on the sale of partnership interests in 2010 – refer to the Real Estate segment discussion.

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(1)	Dispositions 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.

•	Western log sales increased by $27 million due to increased sales volumes of 9 percent and increased price realizations of 12 percent driven by strong export demand.

•	Land exchanges and higher and better-use land sales increased by $21 million.

•	Southern log sales increased by $12 million due to increased sales volumes of 46 percent driven by increased harvest levels and increased sales of logs to third parties.

•	$6 million increase due to higher log and chip prices in the West and

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•	$5 million increase due to increased Canadian log and chip sales volumes.

•	$20 million increase due to land exchanges and higher and better-use land sales;

•	$19 million increase primarily due to higher domestic and export prices in the West; and

•	$18 million increase primarily due to increased harvest levels of 24 percent in the West and 25 percent in the South.

•	$11 million increase in operating costs primarily due to higher silviculture and fuel costs and

•	$5 million decrease due to lower prices for logs in the South.

•	Western log sales increased by $55 million due to increased sales volumes of 10 percent and increased price realizations of 15 percent driven by strong export demand.

•	Southern log sales increased by $26 million due to increased sales volumes of 52 percent driven by increased harvest levels and increased sales of logs to third parties.

•	Land exchanges and higher and better-use land sales increased by $6 million.

•	$17 million increase due to increased Canadian log and chip sales volumes and

•	$14 million increase due to higher log and chip prices in the West.

•	$152 million pretax gain on the first quarter 2011 sale of 82,000 acres of non-strategic timberlands in southwestern Washington;

•	$45 million increase primarily due to higher domestic and export prices in the West;

•	$23 million increase primarily due to increased harvest levels of 18 percent in the West and 13 percent in the South; and

•	$8 million increase due to land exchanges and higher and better-use land sales.

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•	Structural lumber average price realizations decreased 14 percent.

•	OSB average price realizations decreased 33 percent.

•	Other Products purchased for resale decreased as a result of exiting a composite decking product line.

•	Structural lumber shipment volumes increased 9 percent.

•	OSB shipment volumes increased 14 percent.

•	$82 million decrease due to sales price realizations, primarily for OSB and structural lumber;

•	$12 million increase in charges for restructuring, closure and asset impairments; and

•	$8 million increase in log costs as domestic prices increased in the West driven by strong export demand.

•	$28 million decrease in manufacturing costs primarily due to increased operating rates and

•	$16 million decrease in selling and administrative costs primarily due to previous cost reduction efforts.

•	Structural lumber average price realizations decreased 8 percent.

•	OSB average price realizations decreased 22 percent.

•	Engineered I-joists shipment volumes decreased 25 percent.

•	Engineered solid section shipment volumes decreased 15 percent.

•	Other Products purchased for resale decreased as a result of exiting a composite decking product line.

•	Structural lumber shipment volumes increased 9 percent.

•	OSB shipment volumes increased 22 percent.

•	Engineered solid section average price realizations increased 7 percent.

•	Engineered I-joists average price realizations increased 11 percent.

•	$77 million decreased due to sales price realizations, primarily for OSB and structural lumber;

•	$40 million pretax gain on the sale of certain British Columbia forest licenses and associated rights in 2010;

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•	$20 million increase in log costs as domestic prices increased in the West driven by strong export demand; and

•	$13 million increase in charges for restructuring, closure and asset impairments, of which $9 million relates to the sale of our hardwoods operations.

•	$44 million decrease in manufacturing costs primarily due to increased operating rates and

•	$31 million decrease in selling and administrative costs primarily due to previous cost reduction efforts.

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•	Pulp price realizations increased by $104 per ton – 12 percent – primarily due to tight global softwood pulp inventories;

•	Sales volumes for pulp increased 13,000 tons – 3 percent; and

•	Liquid packaging board price realizations increased by $103 per ton – 9 percent – due to a favorable mix shift to coated board sales and an increase in market price.

•	$44 million increase due to higher pulp price realizations; and

•	$8 million improvement in liquid packaging board price realizations.

•	$29 million increase in operating costs, maintenance, freight, and the effect on Canadian operating costs of the weakening U.S. dollar compared to the Canadian dollar; and

•	$15 million increase in fiber and chemical cost due to rising prices.

•	Pulp price realizations increased by $127 per ton – 16 percent – primarily due to tight global softwood pulp inventories;

•	Sales volumes for pulp increased 27,000 tons – 3 percent; and

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•	Liquid packaging board price realizations increased by $98 per ton – 9 percent – due to a favorable mix shift to coated board sales and an increase in market price.

•	$110 million increase due to higher pulp price realizations;

•	$15 million improvement in liquid packaging board price realizations; and

•	$6 million increase in other product realizations.

•	$41 million increase in operating costs, maintenance, freight, and the effect on Canadian operating costs of the weakening U.S. dollar compared to the Canadian dollar; and

•	$18 million increase primarily due to fiber and chemical cost as a result from rising prices.

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

•	Home closings declined 27 percent to 459 in second quarter 2011 from 625 in second quarter 2010.

•	Revenues from land and lot sales decreased $12 million. Land and lot sales are a routine part of our land development business, but they do not occur evenly throughout the year.

•	$15 million decrease in contribution from single-family operations, primarily due to fewer home closings and

•	$9 million decrease in contribution from land and lot sales.

•	Home closings declined 19 percent to 822 in 2011 from 1,018 in 2010.

•	Revenues from land and lot sales decreased $12 million.

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•	$33 million decrease in contribution from the sale of partnership interests - 2010 first quarter included the sale of interests in two commercial partnerships,

•	$16 million decrease in contribution from single-family operations due to fewer home closings and

•	$11 million decrease in contribution from land and lot sales.

•	$6 million increase in contribution from single-family operations resulting from higher margins due to the higher average price of homes closed. The gross margin percentage of approximately 22 percent was comparable year over year.

•	$4 million decrease in selling, general and administrative expenses.

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•	$25 million increase in pension and postretirement costs primarily due to the amortization of deferred pension losses and

•	$11 million increase in environmental remediation expense related to discontinued operations.

•	$53 million increase in pension and postretirement costs primarily due to the amortization of deferred pension losses;

•	$12 million due to a 15 percent increase in our stock price in first half 2011, which resulted in higher share-based compensation expense; and

•	$11 increase in environmental remediation expense related to discontinued operations.

•	$117 million during second quarter and $210 million during first half 2011.

•	$155 million during second quarter and $261 million during first half 2010.

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•	9.8 percent for 2011 and

•	37.8 percent for 2010.

•	protect the interests of our shareholders and lenders and

•	have access at all times to all major financial markets.

•	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 a combination of maturing short-term and long-term debt.

•	basic earnings capacity and

•	liquidity characteristics of their respective assets.

•	cash received from customers;

•	cash paid to employees, suppliers and others;

•	cash paid for interest on our debt; and

•	cash paid for taxes.

•	$7 million in 2011 and

•	$367 million in 2010.

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•	Net cash inflows related to income taxes decreased $460 million. We paid taxes of $15 million in 2011 and received income tax refunds of $445 million in 2010.

•	Cash paid to employees, suppliers and others increased approximately $65 million.

•	Increased price realizations and sales volumes from our Cellulose Fibers and Timberlands segments and

•	Increased sales volumes from our Wood Products segment.

•	acquisitions of property, equipment, timberlands and reforestation;

•	investments in or distribution from equity affiliates;

•	proceeds from sale of assets and operations; and

•	purchases and redemptions of short-term investments.

(1)	2010 includes the exercise of an option to acquire liquid packaging board extrusion equipment for $21 million, including assumption of liabilities of $4 million.

•	future economic conditions,

•	weather and

•	timing of equipment purchases.

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•	$42 million for the sale of Wood Products assets,

•	$40 million for the sale of British Columbia forest licenses and associated rights,

•	$33 million for the sale of partnership interests in our Real Estate segment and

•	$15 million for the sale of other non-strategic assets.

•	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.

•	$550 million in first half 2011 and

•	$568 million in first half 2010.

•	had no borrowings outstanding under the credit facility and

•	were in compliance with the credit facility covenants.

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•	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 less than four million acres of timberlands.

•	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 (excluding WRECO) debt

•	plus total defined net worth.

•	a defined net worth of $5 billion and

•	a defined debt-to-total-capital ratio of 46.0 percent.

•	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.

•	total WRECO shareholders’ interest,

•	minus intangible assets,

•	minus WRECO’s investment in joint ventures and partnerships.

•	total WRECO debt – including any intercompany debt

•	plus outstanding WRECO guarantees and letters of credit.

•	total WRECO defined debt and

•	total WRECO defined net worth.

•	a capital base of $844 million and

•	a defined debt-to-total-capital ratio of 52.5 percent.

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•	$161 million in 2011 and

•	$21 million in 2010.

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