Prospectus excerpt:  We are offering 12,000,000 of our 6.375% Mandatory Convertible Preference Shares, Series A, par value $1.00 per share (the ÙMandatory Convertible Preference Sharesˆ).

Dividends on our Mandatory Convertible Preference Shares will be payable on a cumulative basis when, as and if declared by our Board of Directors, at an annual rate of 6.375% on the liquidation preference of $50.00 per share. We may pay declared dividends in cash or, subject to certain limitations, in common shares or by delivery of any combination of cash and common shares on January 1, April 1, July 1 and October 1 of each year, commencing on October 1, 2013, and to, and including, July 1, 2016.

Each Mandatory Convertible Preference Share will automatically convert on July 1, 2016, into between 1.5015 and 1.8018 of our common shares, subject to anti-dilution adjustments. The number of our common shares issuable on conversion will be determined based on the average VWAP (as defined herein) of our common shares over the 20 trading day period commencing on and including the 22nd scheduled trading day prior to the mandatory conversion date. At any time prior to July 1, 2016, holders may elect to convert each Mandatory Convertible Preference Share into common shares at the minimum conversion rate of 1.5015 common shares per Mandatory Convertible Preference Share, subject to anti-dilution adjustments. If you elect to convert any Mandatory Convertible Preference Shares during a specified period beginning on the effective date of a fundamental change (as described herein), the conversion rate will be adjusted under certain circumstances and you will also be entitled to a fundamental change dividend make-whole amount (as described herein).

Concurrently with this offering, pursuant to a separate prospectus supplement, we are offering 29,000,000 of our common shares, par value $1.25 per share (the ÙCommon Shares Offeringˆ). The Common Shares Offering is being made by means of a separate prospectus supplement and not by means of this prospectus supplement. The completion of this offering is not contingent on the completion of the Common Shares Offering, and the Common Shares Offering is not contingent on the completion of this offering. Subsequent to this offering and the Common Shares Offering, we expect to obtain senior unsecured debt financing of Weyerhaeuser Company (the ÙDebt Financingˆ). Neither this offering nor the Common Shares Offering is contingent on the completion of the Debt Financing or on completion of the Acquisition (as defined herein). This offering is part of the financing for the Acquisition. We expect the remainder of the funds for the Acquisition to come from the Common Shares Offering, the Debt Financing and available cash. This prospectus supplement is not an offer to sell or a solicitation of an offer to buy any securities being offered in the Common Shares Offering or any debt being sold or placed in the Debt Financing.