WEYERHAEUSER CO - 10-Q Quarterly Report

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.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

The number of shares outstanding of the registrant’s class of common stock, as of October 31, 2003, was 219,813,709 common shares ($1.25 par value).


		Page No.

Part I	Financial Information

Item 1.	Financial Statements
	Consolidated Statement of Earnings	3
	Consolidated Balance Sheet	4-5
	Consolidated Statement of Cash Flows	6-7
	Notes to Financial Statements	8-20

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21-34

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34

Item 4.	Controls and Procedures	34

Part II	Other Information

Item 1.	Legal Proceedings	35
Item 2.	Changes in Securities	(not applicable)
Item 3.	Defaults upon Senior Securities	(not applicable)
Item 4.	Submission of Matters to a Vote of Security Holders	(not applicable)
Item 5.	Other Information	(not applicable)
Item 6.	Exhibits and Reports on Form 8-K	35

The financial information included in this report has been prepared in conformity with accounting practices and methods reflected in the financial statements included in the annual report (Form 10-K) filed with the Securities and Exchange Commission for the year ended December 29, 2002. Though not examined by independent public auditors, the financial information reflects, in the opinion of management, all adjustments necessary to present a fair statement of results for the interim periods indicated. The results of operations for the thirty-nine-week period ended September 28, 2003, should not be regarded as necessarily indicative of the results that may be expected for the full year.

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 thereto duly authorized.


			Thirteen weeks ended						Thirty-nine weeks ended

			Sept. 28,			Sept. 29,			Sept. 28,			Sept. 29,
			2003			2002			2003			2002

Net sales and revenues:
	Weyerhaeuser		$	4,650		$	4,422		$	13,317		$	12,518
	Real estate and related assets			534			468			1,411			1,285

Total net sales and revenues				5,184			4,890			14,728			13,803

Costs and expenses:
	Weyerhaeuser:
		Costs of products sold		3,598			3,576			10,531			9,926
		Depreciation, amortization and fee stumpage		320			304			954			879
		Selling expenses		117			116			335			335
		General and administrative expenses		249			201			712			618
		Research and development expenses		10			11			34			36
		Taxes other than payroll and income taxes		45			48			140			139
		Charges for integration and restructuring (Note 12)		24			17			78			42
		Charges for closure of facilities (Note 13)		48			—			82			55
		Other operating costs, net (Note 14)		16			19			(152	)		(4	)

				4,427			4,292			12,714			12,026

	Real estate and related assets:
		Costs and operating expenses		406			359			1,052			967
		Depreciation and amortization		3			1			8			4
		Selling expenses		27			23			76			68
		General and administrative expenses		15			14			43			35
		Taxes other than payroll and income taxes		—			1			2			3
		Other operating costs, net		2			6			(5	)		—

				453			404			1,176			1,077

Total costs and expenses				4,880			4,696			13,890			13,103

Operating income				304			194			838			700
Interest expense and other:
	Weyerhaeuser:
		Interest expense incurred		(200	)		(214	)		(613	)		(614	)
		Less interest capitalized		3			16			14			36
		Equity in income (loss) of affiliates (Note 6)		(3	)		(6	)		(5	)		(12	)
		Interest income and other		3			9			15			20
	Real estate and related assets:
		Interest expense incurred		(13	)		(12	)		(40	)		(38	)
		Less interest capitalized		13			12			40			38
		Equity in income of unconsolidated entities (Note 6)		11			10			23			22
		Interest income and other		6			11			25			25

Earnings before income taxes and cumulative effect of a change in accounting principle				124			20			297			177
Income taxes				(42	)		(7	)		(101	)		(62	)

Earnings before cumulative effect of a change in accounting principle				82			13			196			115
Cumulative effect of a change in accounting principle, net (Note 2)				—			—			(11	)		—

Net earnings			$	82		$	13		$	185		$	115

Basic and diluted net earnings per share (Note 4):
		Before cumulative effect of a change in accounting principle	$	0.37		$	0.06		$	0.88		$	0.52
		Cumulative effect of a change in accounting principle, net (Note 2)		—			—			(0.05	)		—

Net earnings			$	0.37		$	0.06		$	0.83		$	0.52

Dividends paid per share			$	0.40		$	0.40		$	1.20		$	1.20


				Sept. 28,		Dec. 29,
				2003		2002

Assets
Weyerhaeuser
	Current assets:
		Cash and cash equivalents		$	57	$	115
		Receivables, less allowances			1,661		1,413
		Inventories (Note 8)			1,959		1,941
		Prepaid expenses			436		419

			Total current assets		4,113		3,888
	Property and equipment				12,235		12,278
	Construction in progress				514		687
	Timber and timberlands at cost, less fee stumpage charged to disposals				4,440		4,402
	Investments in and advances to equity affiliates (Note 6)				560		578
	Goodwill (Note 7)				3,221		3,131
	Deferred pension and other assets				1,300		1,285

					26,383		26,249

Real estate and related assets
	Cash and cash equivalents				25		7
	Receivables, less discounts and allowances				67		70
	Real estate in process of development and for sale				793		696
	Land being processed for development				944		962
	Investments in unconsolidated entities, less reserves (Note 6)				56		28
	Other assets				179		207

					2,064		1,970

			Total assets	$	28,447	$	28,219


				Sept. 28,			Dec. 29,
				2003			2002

Liabilities and shareholders’ interest
Weyerhaeuser
	Current liabilities:
		Notes payable and commercial paper (Note 10)		$	155		$	2
		Current maturities of long-term debt (Note 10)			92			786
		Accounts payable			975			983
		Accrued liabilities (Note 9)			1,214			1,223

			Total current liabilities		2,436			2,994
	Long-term debt (Note 10)				12,120			11,907
	Deferred income taxes				4,139			4,056
	Deferred pension, other postretirement benefits and other liabilities				1,493			1,290
	Commitments and contingencies (Note 11)

					20,188			20,247

Real estate and related assets
	Notes payable and commercial paper (Note 10)				100			63
	Long-term debt (Note 10)				762			814
	Other liabilities				476			472
	Commitments and contingencies (Note 11)

					1,338			1,349

			Total liabilities		21,526			21,596

Shareholders’ interest
	Common shares: $1.25 par value; authorized 400,000,000 shares; issued and outstanding: 219,769,834 and 218,950,302 shares				275			274
	Exchangeable shares: no par value; unlimited shares authorized; issued and held by nonaffiliates: 2,296,596 and 2,302,873 shares				156			156
	Other capital				2,913			2,875
	Retained earnings				3,659			3,740
	Cumulative other comprehensive loss				(82	)		(422	)

			Total shareholders’ interest		6,921			6,623

			Total liabilities and shareholders’ interest	$	28,447		$	28,219


			Consolidated

			Sept. 28,			Sept. 29,
			2003			2002

Cash flows from operations:
	Net earnings (loss)		$	185		$	115
	Noncash charges (credits):
		Depreciation, amortization and fee stumpage		962			883
		Deferred income taxes, net		57			33
		Pension and other postretirement benefits		109			(64	)
		Equity in (income) loss of affiliates and unconsolidated entities		(18	)		(10	)
		Countervailing duties and anti-dumping penalties (Note 11)		—			(47	)
		Charges for antitrust litigation and settlement (Note 11)		102			—
		Cemwood insurance settlement recovery (Note 14)		(25	)		—
		Charges for impairment of long-lived assets (Notes 13 and 14)		73			43
		Loss on early extinguishment of debt (Note 10)		—			35
		Cumulative effect of a change in accounting principle (Note 2)		17			—
	Decrease (increase) in working capital, net of acquisitions:
		Receivables		(193	)		(158	)
		Inventories, real estate and land		40			(71	)
		Prepaid expenses		(20	)		(57	)
		Accounts payable and accrued liabilities		(110	)		(30	)
	(Gain) loss on disposition of assets			(132	)		2
	Other			(131	)		(15	)

Net cash from operations				916			659

Cash flows from investing activities:
	Property and equipment			(458	)		(684	)
	Timberlands reforestation			(25	)		(26	)
	Acquisition of timberlands			(101	)		(47	)
	Acquisition of businesses and facilities, net of cash acquired			(8	)		(6,119	)
	Net distributions from (investments in) equity affiliates			(20	)		38
	Proceeds from sale of:
		Property and equipment		87			43
		Western Washington timberlands (Note 15)		151			—
		Mortgage-related financial instruments		1			35
	Intercompany advances			—			—
	Other			(8	)		(5	)

Net cash from investing activities				(381	)		(6,765	)

Cash flows from financing activities:
	Issuances of debt			13			13,417
	Revolving credit facilities, notes and commercial paper borrowings, net			468			(276	)
	Cash dividends			(266	)		(265	)
	Intercompany cash dividends and return of capital			—			—
	Payments on debt			(829	)		(6,903	)
	Exercise of stock options			39			67
	Other			—			(8	)

Net cash from financing activities				(575	)		6,032

Net change in cash and cash equivalents				(40	)		(74	)
Cash and cash equivalents at beginning of period				122			204

Cash and cash equivalents at end of period			$	82		$	130

Cash paid (received) during the period for:
	Interest, net of amount capitalized		$	702		$	539

	Income taxes		$	20		$	32


Weyerhaeuser						Real Estate and Related Assets

Sept. 28,			Sept. 29,			Sept. 28,			Sept. 29,
2003			2002			2003			2002


$	16		$	(51	)	$	169		$	166

	954			879			8			4
	42			25			15			8
	107			(63	)		2			(1	)
	5			12			(23	)		(22	)
	—			(47	)		—			—
	102			—			—			—
	(25	)		—			—			—
	73			43			—			—
	—			35			—			—
	17			—			—			—

	(197	)		(161	)		4			3
	69			(12	)		(29	)		(59	)
	(29	)		(52	)		9			(5	)
	(85	)		(54	)		(25	)		24
	(124	)		3			(8	)		(1	)
	(97	)		—			(34	)		(15	)

	828			557			88			102


	(446	)		(683	)		(12	)		(1	)
	(25	)		(26	)		—			—
	(101	)		(47	)		—			—
	(8	)		(6,119	)		—			—
	(4	)		(9	)		(16	)		47

	47			43			40			—
	151			—			—			—
	—			—			1			35
	22			54			(22	)		(54	)
	(7	)		(2	)		(1	)		(3	)

	(371	)		(6,789	)		(10	)		24


	13			13,127			—			290
	432			2			36			(278	)
	(266	)		(265	)		—			—
	41			75			(41	)		(75	)
	(774	)		(6,849	)		(55	)		(54	)
	39			67			—			—
	—			(8	)		—			—

	(515	)		6,149			(60	)		(117	)

	(58	)		(83	)		18			9
	115			202			7			2

$	57		$	119		$	25		$	11


$	702		$	538		$	—		$	1

$	(96	)	$	(50	)	$	116		$	82

The consolidated financial statements include the accounts of Weyerhaeuser Company and all of its majority-owned domestic and foreign subsidiaries. Investments in and advances to equity affiliates which are not majority owned or controlled are accounted for using the equity method with taxes provided on undistributed earnings. Significant intercompany transactions and accounts are eliminated.

Certain of the consolidated financial statements and notes to financial statements are presented in two groupings: (1) Weyerhaeuser, principally engaged in the growing and harvesting of timber and the manufacture, distribution and sale of forest products, and (2) Real Estate and Related Assets, principally engaged in real estate development and construction and other real estate related activities. The term “company” refers to Weyerhaeuser Company and all of its majority-owned domestic and foreign subsidiaries. The term “Weyerhaeuser” excludes Real Estate and Related Assets.

The consolidated financial statements are unaudited; however, the consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary to a fair presentation of the company’s financial position, results of operations, and cash flows for the interim periods presented. Except as disclosed in the Notes to Financial Statements, such adjustments are of a normal, recurring nature. The consolidated financial statements have been prepared pursuant to rules and regulations of the Securities and Exchange Commission pertaining to interim financial statements. Certain disclosures normally provided in financial statements prepared under accounting principles generally accepted in the United States have been omitted in accordance with those rules and regulations. These consolidated financial statements should be read in conjunction with the consolidated financial statements included in the company’s Annual Report on Form 10-K for the year ended December 29, 2002.

Certain reclassifications have been made to conform comparative data to the current format.

The company adopted the provisions of Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations, as of the beginning of 2003. Statement 143 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. The cumulative effect of adopting the accounting principle, after a tax benefit of $6 million, was a charge of $11 million, or 5 cents per share. The effect on results reported for the thirty-nine-week period ended September 29, 2002, would not have been material had the provisions of Statement 143 been in place during the comparable period.

The company adopted the provisions of Statement of Financial Accounting Standards No. 146, Accounting for Costs Associated with Exit or Disposal Activities, effective January 1, 2003. Statement No. 146 requires companies to recognize certain costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. Adoption of Statement No. 146 did not have a material effect on the company’s financial position, results of operations, or cash flows.

The Financial Accounting Standards Board issued Interpretation No. 46, Consolidation of Variable Interest Entities, in January 2003. The Interpretation addresses consolidation of certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The consolidation provisions of the Interpretation applied immediately to variable interest entities created, and to variable interest entities in which the company obtained an interest, after January 31, 2003. Financial Accounting Standards Board Staff Position No. 46-6 delayed the required adoption date of the consolidation provisions of Interpretation No. 46 to the end of 2003 for variable interest entities in which the company acquired its interest prior to February 1, 2003. The Financial Accounting Standards Board continues to issue guidance to help preparers understand how Interpretation No. 46 should be applied. For example, the Financial Accounting Standards Board released an exposure draft on October 31, 2003, that would modify Interpretation No. 46 to address certain

technical corrections and implementation issues. Implementation of Interpretation No. 46 has not had a material effect on the company’s financial position, results of operations, or cash flows to date. The company’s analysis is not complete, however, and the company has not fully adopted the provisions of the Interpretation. Given that guidance on how to apply Interpretation No. 46 is still being developed and that the company is not able to obtain all of the information from third parties necessary to complete its analysis, the company is not able to estimate at this time the effect that Interpretation No. 46 will have on its financial position, results of operations, or cash flows when the Interpretation is fully adopted. The company’s remaining analysis includes approximately 35 individual transactions in which the company’s real estate development subsidiaries have made deposits of approximately $50 million to acquire single-family lots. The total amount that would be paid under these lot purchase contracts, if fully exercised, is approximately $300 million.

The company uses the intrinsic-value method for stock-based compensation to employees prescribed by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. The company has consistently defined the past year as the service period for purposes of applying the fair value recognition provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation. As a result, stock-based employee compensation expense is reflected as of the option grant dates in the following table for purposes of illustrating the effect on net earnings and earnings per share as if the company had applied the fair value recognition provisions of Statement No. 123.


		Thirteen weeks ended				Thirty-nine weeks ended

		Sept. 28,		Sept. 29,		Sept. 28,			Sept. 29,
Dollar amounts in millions		2003		2002		2003			2002

Net earnings as reported		$	82	$	13	$	185		$	115
Less total stock-based employee compensation (expense) income determined under fair-value-based method for all awards, net of related tax effects			1		—		(24	)		(27	)

Pro forma net earnings		$	83	$	13	$	161		$	88

Earnings per share:
	Basic and diluted—as reported	$	0.37	$	0.06	$	0.83		$	0.52
	Basic and diluted—pro forma	$	0.37	$	0.06	$	0.72		$	0.40

Basic net earnings per share is based on the weighted average number of common and exchangeable shares outstanding during the respective periods. Diluted net earnings per share is based on the weighted average number of common and exchangeable shares outstanding and stock options outstanding at the beginning of or granted during the period.

Options to purchase 4,042,793 shares and 4,792,302 shares were excluded from the computation of diluted earnings per share for the thirteen weeks ended September 28, 2003 and September 29, 2002, respectively, and 10,021,253 shares and 4,072,629 shares were excluded from the computation of diluted earnings per share for the thirty-nine weeks ended September 28, 2003 and September 29, 2002, respectively, because the option exercise prices were greater than the average market prices of common shares during those periods.


		Thirteen weeks ended						Thirty-nine weeks ended

		Sept. 28,			Sept. 29,			Sept. 28,			Sept. 29,
Dollar amounts in millions		2003			2002			2003			2002

Net earnings		$	82		$	13		$	185		$	115
Other comprehensive income (expense):
	Foreign currency translation adjustments		(9	)		(80	)		343			13
	Unrealized gains on available for sale securities		1			—			1			—
	Net derivative losses on cash flow hedges		(6	)		(1	)		(5	)		(1	)
	Reclassification of losses		1			—			1			—

Comprehensive income (loss)		$	69		$	(68	)	$	525		$	127

Weyerhaeuser’s investments in affiliated companies that are not majority owned or controlled are accounted for using the equity method. Weyerhaeuser’s significant equity affiliates as of September 28, 2003, are:

•

ForestExpress, LLC — A 33 percent owned joint venture formed to develop and operate a global, web-enabled, business-to-business marketplace for the forest products industry. Other equity members include Boise Cascade Corporation, Georgia-Pacific Corporation, International Paper, MeadWestvaco and Morgan Stanley.

•

Jasmine Forests, LLC — A qualifying special purpose entity formed in 2002 to monetize the seller note received as part of the consideration for the sale of 115,000 acres of timberlands in western Washington.

•

Jewel Forests, LLC — A qualifying special purpose entity formed in 2003 to monetize the seller note received as part of the consideration for the sale of 100,000 acres of timberlands in western Washington.

•

MAS Capital Management Partners, L.P. — A 50 percent owned limited partnership formed for the purpose of providing specialized investment management services to institutional and individual investors.

•

Nelson Forests Joint Venture — An investment in which the company owns a 51 percent financial interest and has a 50 percent voting interest, which holds Crown Forest License cutting rights and freehold land on the South Island of New Zealand.

•

North Pacific Paper Corporation — A 50 percent owned joint venture that has a newsprint manufacturing facility in Longview, Washington.

•

Optiframe Software LLC — A 50 percent owned joint venture that develops whole-house design and optimization software for the building industry.

•

RII Weyerhaeuser World Timberfund, L.P. — A 50 percent owned limited partnership that invests in timberlands and related assets outside the United States. The partnership’s primary focus is in pine forests in the Southern Hemisphere.

•

SCA Weyerhaeuser Packaging Holding Company Asia Ltd. — A 50 percent owned joint venture formed to build or buy containerboard packaging facilities to serve manufacturers of consumer and industrial products in Asia. Two facilities are in operation in China.

•

Southern Cone Timber Investors Limited — A 50 percent owned joint venture that has invested in timberlands in Uruguay. The entity’s primary focus is on plantation forests in the Southern Hemisphere.

•

Wapawekka Lumber LP — A 51 percent owned limited partnership in Saskatchewan, Canada, that operates a sawmill. Substantive participating rights by the minority partner preclude the consolidation of this partnership by Weyerhaeuser.

Unconsolidated financial information for affiliated companies, which are accounted for by the equity method, is as follows:


						Sept. 28,		Dec. 29,
Dollar amounts in millions						2003		2002

Current assets						$	181	$	186
Noncurrent assets							1,447		1,309
Current liabilities							141		125
Noncurrent liabilities							570		424


	Thirteen weeks ended					Thirty-nine weeks ended

	Sept. 28,		Sept. 29,			Sept. 28,		Sept. 29,
Dollar amounts in millions	2003		2002			2003		2002

Net sales and revenues	$	177	$	138		$	464	$	434
Operating income (loss)		4		(17	)		12		(24	)
Net income (loss)		—		(26	)		6		(35	)

The company provides goods and services to these affiliates, which vary by entity, in the form of raw materials, management and marketing services, support services and shipping services. Additionally, the company purchases finished product from certain of these entities. The aggregate total of these transactions is not material to the company’s results of operations.

Investments in unconsolidated entities that are not majority owned or controlled are accounted for using the equity method with taxes provided on undistributed earnings as appropriate.

Financial information for unconsolidated entities, which are accounted for by the equity method, is as follows:

The changes in the carrying amount of goodwill for the thirty-nine weeks ended September 28, 2003, are as follows:


										Containerboard,
				Wood			Pulp			Packaging and		Corporate
	Timberlands			Products			and Paper			Recycling		and Other		Total

Balance as of December 29, 2002	$	230		$	799		$	860		$	1,242	$	—	$	3,131
Goodwill transferred from Timberlands to Corporate and Other (Note 16)		(12	)		—			—			—		12		—
Goodwill transferred from investments in and advances to equity affiliates		—			—			—			34		—		34
Impairment of goodwill		—			(3	)		—			—		—		(3	)
Effect of foreign currency translation and other adjustments		16			36			(1	)		4		4		59

Balance as of Sept. 28, 2003	$	234		$	832		$	859		$	1,280	$	16	$	3,221

The company acquired the remaining 50 percent interest in Wilton Connor LLC at the beginning of 2003 for cash paid of $4 million and the payment of Wilton Connor debt of $4 million. Goodwill of $34 million associated with the company’s purchase of its initial 50 percent interest in 1998 was reclassified from investments in and advances to equity affiliates to goodwill.

Weyerhaeuser Company had short-term bank credit lines of $1.3 billion under a 364-day revolving facility at December 29, 2002. The 364-day revolving line of credit was renewed during the thirty-nine weeks ended September 28, 2003, in the amount of $1.2 billion and expires in March 2004. Both Weyerhaeuser Company and Weyerhaeuser Real Estate Company (WRECO) can borrow against this facility. WRECO can borrow up to $600 million under the $1.2 billion facility.

In addition, Weyerhaeuser Company has a revolving credit facility agreement entered into with a group of banks that expires in March 2007 and that provides for borrowings up to a total amount of $1.3 billion, all of which is available to Weyerhaeuser Company. Borrowings are at LIBOR plus a spread or other such interest rates mutually agreed to between the borrower and lending banks.

Of the total committed bank facilities of $2.5 billion, $1.6 billion was available as of September 28, 2003, for incremental borrowings.

In February 2002, the company issued bridge financing in connection with its acquisition of Willamette Industries, Inc. (Willamette). Fees related to the commitments on financing that had been secured for the acquisition were recorded as deferred finance costs. In March 2002, the company replaced the bridge financing with $5.5 billion of notes payable. The $35 million unamortized portion of the deferred costs associated with the bridge financing was written off and is classified in interest expense incurred in the statement of earnings for the thirty-nine weeks ended September 29, 2002.

Refer to Liquidity and Capital Resources, Financing, within Management’s Discussion and Analysis of Financial Condition and Results of Operations for further discussion of changes in debt balances.

Hardboard Siding Claims. The company announced in June 2000 it had entered into a proposed nationwide settlement of its hardboard siding class action cases and, as a result, took a charge of $130 million before taxes to cover the estimated cost of the settlement and related claims. The court approved the settlement in December 2000. An appeal from the settlement was denied in March 2002 and the settlement is now binding on all parties. In the third quarter of 2001, the company reassessed the adequacy of the reserve and increased the reserve by an additional $43 million. The company incurred claims and related costs in the amount of $4 million and $3 million in the third quarter of 2003 and 2002, respectively, and charged these costs against the reserve. As of September 28, 2003, the company had approximately $86 million in reserves remaining for hardboard siding claims. While the company believes that the reserve balances established for these matters are adequate, the company is unable to estimate at this time the amount of additional charges, if any, that may be required for these matters in the future.

The settlement class consists of all persons who own or owned structures in the United States on which the company’s hardboard siding had been installed from January 1, 1981, through December 31, 1999. This is a claims-based settlement, which means that the claims will be paid as submitted over a nine-year period. An independent adjuster will review each claim submitted and determine whether it qualifies for payment under the terms of the settlement agreement. The following table presents an analysis of the claims activity related to the hardboard siding class action cases:

The company negotiated settlements with its insurance carriers for recovery of $52 million of costs related to these claims. The company has received the full $52 million in recoveries from its insurance carriers.

At the end of the third quarter of 2003, the company is a defendant in state trial court in three cases that are outside of the settlement involving primarily multi-family structures and residential developments. The company anticipates that other individuals and entities that have opted out of the settlement may file lawsuits against the company. In January 2002, a jury returned a verdict in favor of the company in a lawsuit involving hardboard siding manufactured by the company and installed by a developer in a residential development located in Modesto, California. The verdict has been appealed and is not included in the three cases mentioned at the state court level.

Antitrust Litigation. In May 1999, two civil antitrust lawsuits were filed against the company in U.S. District Court, Eastern District of Pennsylvania. Both suits name as defendants several other major containerboard and packaging producers. The complaint in the first case alleges the defendants conspired to fix the price of linerboard and that the alleged conspiracy had the effect of increasing the price of corrugated containers. The suit requested class certification for purchasers of corrugated containers during the period from October 1993 through November 1995. The complaint in the second case alleges that the company conspired to manipulate the price of linerboard and thereby the price of corrugated sheets. The suit requested class certification for purchasers of corrugated sheets during the period October 1993 through November 1995. Both suits seek damages, including treble damages, under the antitrust laws. No specific damage amounts have been claimed. In September 2001, the district court certified both classes. Class certification was upheld on appeal and class members were given until June 9, 2003 to opt out of the class. Approximately 165 members of the classes have opted out and filed lawsuits against the company. In September 2003, the company, Georgia Pacific and International Paper filed a motion with the court requesting preliminary approval of a $68 million settlement of the class action litigation. Weyerhaeuser’s portion was approximately $23 million before taxes. The company recognized an after-tax charge of $15 million, or 7 cents per share, in the third quarter of 2003. The court granted preliminary approval and will schedule a hearing, which management believes will be held in November 2003, for final approval of the settlement. The company has not recorded a reserve for the opt-out cases and is unable to estimate at this time the amount of charges, if any, that may be required for this matter in the future.

In December 2000, a lawsuit was filed against the company in U.S. District Court in Oregon alleging that from 1996 to present the company had monopoly power or attempted to gain monopoly power in the Pacific Northwest market for alder logs and finished alder lumber. In August 2001, the complaint was amended to add an additional plaintiff. Prior to trial, one of the plaintiffs withdrew from the litigation. In April 2003, the jury returned a verdict in favor of one of the plaintiffs in the amount of $26 million which was automatically trebled to $79 million under the antitrust laws. The company took a pre-tax charge of $79 million in its first quarter 2003 results. The company’s motion for a judgment notwithstanding the verdict was denied in July 2003. The company has appealed the matter to the United States Court of Appeals for the Ninth Circuit. While the company believes that the reserve balance established for this matter is adequate, the company is unable to estimate at this time the amount of additional charges, if any, which may be required for this matter in the future.

In April 2003, two separate lawsuits were filed in U.S. District Court in Oregon alleging that the company violated antitrust laws by monopolizing the markets for alder sawlogs and finished alder lumber. In June 2003, amended complaints were filed in both matters. The first suit was brought by four separate corporations located in Oregon and Washington who allege that between 1999 to the present they suffered damages and asked the court to award treble damages of $101 million. Plaintiffs’ request for a temporary restraining order prohibiting the company from certain alder log buying practices was denied by the court. The complaint also requests divestiture of a number of alder sawmills in Oregon, Washington and British Columbia. In July 2003, the company filed a motion to dismiss based on the insufficiencies in the pleadings. The judge directed the plaintiffs to correct deficiencies in the pleadings but refused to dismiss the case. The company renewed its motion to dismiss after review of the amended complaint. On November 6, 2003, the court granted the company’s motion to dismiss the amended complaint because it failed to state a claim under the federal antitrust laws. The judge gave the plaintiffs five business days to file a new complaint if they are able to correct the deficiencies in the amended complaint. The second suit was brought by Coast Mountain Hardwoods, Inc., a Canadian company that sold its assets to the company in 2000. The suit alleges that the company’s practices caused Coast Mountain to be in a financially weak position so that it would sell its assets for less than their true value. In September 2003, an amended complaint was received requesting treble damages in the amount of $540 million and damages of $280 million for fraud and breach of fiduciary duty. Request for divestiture of the company’s Northwest Hardwoods Division, a portion of its alder sawmills in British Columbia, Oregon and Washington and certain forest licenses acquired in Canada have been dropped from the complaint. The company has filed a motion to dismiss on the basis that the case should be heard in Canada rather than the United States because it involves an acquisition approved by Canadian regulatory bodies. The plaintiff then sought leave to amend the complaint. The motion to dismiss was denied in October 2003. The company disagrees with the assertions that have been made and plans to vigorously defend the case. The company has not recorded a reserve related to these two lawsuits and is unable to estimate at this time the amount of charges, if any, that may be required for these lawsuits in the future.

In June 2003, an alder antitrust complaint was filed in U.S. District Court in Oregon by Washington Alder, an alder sawmill located in Washington. The complaint alleges monopolization of the alder log and lumber markets from 1998 to present and requests $32 million after trebled damages. The company filed a motion to dismiss based on insufficiencies in the pleadings. On November 6, 2003, the court granted the company’s motion to dismiss the amended complaint because it failed to state a claim under the federal antitrust laws. The judge gave the plaintiff five business days to file a new complaint if they are able to correct the deficiencies in the amended complaint. The argument will be held in November 2003 at the same time as the motion to dismiss the alder antitrust case filed in April for insufficiencies in the pleadings. The company has not recorded a reserve related to this lawsuit and is unable to estimate at this time the amount of charges, if any, that may be required for this lawsuit in the future.

Paragon Trade Brands, Inc., Litigation. In May 1999, the Equity Committee (Committee) in the Paragon Trade Brands, Inc. (Paragon) bankruptcy proceeding filed a motion in U.S. Bankruptcy Court for the Northern District of Georgia for authority to prosecute claims against the company in the name of the debtor’s estate. Specifically, the Committee asserted that the company breached certain warranties in agreements entered into between Paragon and the company in connection with Paragon’s public offering of common stock in January 1993. The Committee seeks to recover damages sustained by Paragon as a result of two patent infringement cases, one brought by Procter & Gamble and the other by Kimberly-Clark. In September 1999, the court authorized the Committee to commence an adversary proceeding against the company. The Committee commenced this proceeding in October 1999. Pursuant to a reorganization of Paragon, the litigation claims representative for the bankruptcy estate became the plaintiff in the proceeding. In June 2002, the Bankruptcy Court issued an oral opinion granting the plaintiff’s motion for partial summary judgment, holding the company liable to plaintiff for breaches of warranty and denying the company’s motion for summary judgment. In October 2002, the Bankruptcy Court issued a written order confirming the June oral opinion. In November 2002, the company filed a motion for reconsideration with the Bankruptcy Court. In June 2003, the judge issued an oral ruling denying the motion for reconsideration and set an October 30, 2003 trial date for determination of the damages. In September 2003, the U.S. District Court declined to grant discretionary review of the bankruptcy court’s partial summary judgment decision on liability. The damages phase of the case began on October 30, 2003. The trial has not yet ended and will be continued on a date to be determined by the court. The damages requested by the plaintiff have changed. In October 1999, the plaintiff was seeking damages in excess of $420 million. In the opening statement in the damages trial, plaintiffs requested damages in the range of $600 to $800 million, primarily as a result of a new request for pre-judgment interest. The company believes the plaintiff is not entitled to pre-judgment interest under applicable law. The amount of damages, if any, the company may ultimately be exposed to is dependent on many unknown factors such as how the damages issues remaining to be decided by the bankruptcy court are resolved; whether an appeal to the U.S. District Court and/or Court of Appeals for the 11th Circuit is successful; the outcome of any retrial ordered by an appellate court; and whether a summary judgment in favor of the company on liability is ordered by an appellate court. The company has not established a reserve for this matter and is unable to estimate at this time the amount of charges, if any, that may be required in the future. The company plans to appeal the partial summary judgment decision on liability and any damages award on completion of the damages phase of the trial.

Other Litigation. The company is a party to other matters generally incidental to its business in addition to the matters described above.

Summary. Although the final outcome of any legal proceeding is subject to a great many variables and cannot be predicted with any degree of certainty, management currently believes that adequate reserves have been established for probable losses from litigation when the amount could be reasonably determined. Management further believes that the ultimate outcome of these legal proceedings could be material to operating results in any given quarter or year, but will not have a material adverse effect on the company’s long-term results of operations, liquidity or financial position.

In April of 2001, the Coalition for Fair Lumber Imports (Coalition) filed two petitions with the U.S. Department of Commerce (Department) and the International Trade Commission (ITC), claiming that production of softwood lumber in Canada was being subsidized by Canada and that imports from Canada were being “dumped” into the U.S. market (sold at less than fair value). The Coalition asked that countervailing duty (CVD) and anti-dumping tariffs be imposed on softwood lumber imported from Canada.

In March 2002, the Department confirmed its preliminary finding that certain Canadian provinces were subsidizing logs by failing to collect full market price for stumpage. The Department established a final CVD rate of 18.79 percent. In the anti-dumping proceedings, the Department found that the six Canadian manufacturers examined, including the company, were engaged in sales at less than fair value and set cash deposit rates ranging from 2.18 percent to 12.44 percent. The company’s deposit rate was set at 12.39 percent. Because of statutory limitations that affected timing, the bonds covering duties following the preliminary determinations were released by the U.S. The resulting reversal of accrued expenses was included in earnings during 2002.

In May 2002, the ITC confirmed its earlier ruling that U.S. industry is threatened by subsidized and dumped imports. As a result, the company has made cash deposits relating to the CVD and anti-dumping actions at the rate of approximately $25 to $30 million a quarter. Following is a summary of the CVD and anti-dumping amounts recorded in the company’s statement of earnings:

In June 2003, the Department began the process of an annual review to determine whether the company had engaged in dumping and whether Canada continued to subsidize softwood logs and, if so, the dumping duty and CVD to impose. It is expected that final verification and the report should be complete in the first part of 2004. The annual review process will be conducted for a period of five years. In 2007, both the countervailing duty and anti-dumping orders will be automatically reviewed in a “sunset” proceeding to determine whether dumping will continue or a countervailing subsidy is likely to recur.

The company and other Canadian companies appealed under the North American Free Trade Agreement (NAFTA). The panel convened to review the Department’s findings on anti-dumping ruled that the Department must change its methodology for computing differences in merchandise when there is no product sold domestically that is similar to the exported product and, as a result, “comparable” products are used to calculate whether dumping is occurring. The panel convened to review the CVD decision ruled that cross-border comparisons are an invalid method to determine and measure subsidies. Finally, the panel convened to review the ITC finding of a threat of injury found that the ITC’s findings were not supported by the record and ordered the ITC to reconsider the findings. If the ITC fails to support its findings of threat of injury, the deposits collected to date would be refunded.

With the support of provincial governments, the federal government of Canada also moved for appellate review by panels under the World Trade Organization (WTO) and those reviews are currently in process. One WTO panel has also issued an opinion finding that cross-border comparisons to determine and measure subsidies are not proper. In addition, the WTO appeals body has affirmed a panel ruling against the United States that the so-called “Byrd Amendment,” which gives U.S. firms cash from anti-dumping and countervailing duties applied on foreign imports, is inconsistent with U.S. international obligations. The U.S. administration has recommended that the law be changed to comply with that ruling, but whether or when Congress will implement that recommendation is uncertain.

It is difficult to predict the net effect final duties will have on the company. In the event that final rates differ from the depository rates, ultimate charges may be higher or lower than those recorded to date. The company is unable to estimate at this time the amount of additional charges or reversals that may be necessary for this matter in the future.

In April 1999, Willamette’s Johnsonburg, Pennsylvania, pulp and paper mill received a notice of violation (NOV) from the U.S. Environmental Protection Agency (EPA) for alleged violations of the Clean Air Act (CAA). Management has met with federal and state officials to resolve the matters alleged in the NOV and will continue to work with officials to narrow issues in dispute. Management believes that it is reasonably possible that a settlement will be reached at a future date that may involve payment of a penalty of up to approximately $1 million and the installation of pollution control equipment.

The company is also a party to various proceedings relating to the cleanup of hazardous waste sites under the Comprehensive Environmental Response Compensation and Liability Act, commonly known as “Superfund,” and similar state laws. The EPA and/or various state agencies have notified the company that it may be a potentially responsible party with respect to other hazardous waste sites as to which no proceedings have been instituted against the company. The company has established reserves for remediation costs on all of the approximately 73 active sites across its operations totaling $54 million as of the end of the third quarter of 2003 and at the end of 2002. The reserve levels reflect the incorporation of new information on all sites concerning remediation alternatives, updates on prior cost estimates and new sites, less the costs

incurred to remediate these sites during this period. The company accrued remediation costs of $14 million in the first thirty-nine weeks of 2003 and $2 million in the first thirty-nine weeks of 2002. The company incurred remediation costs of $5 million and $6 million in the first thirty-nine weeks of 2003 and 2002, respectively, and charged these costs against the reserve. Additionally, as discussed in Note 2, the company adopted the provisions of Statement 143 in the first quarter of 2003. Because the asset retirement obligations associated with landfills are accounted for separately, the company reduced its remediation cost accrual $9 million as of the date that it adopted the provisions of Statement 143. Based on currently available information and analysis, the company believes that it is reasonably possible that costs associated with all identified sites may exceed current accruals by amounts that may prove insignificant or that could range, in the aggregate, up to approximately $80 million over several years. This estimate of the upper end of the range of reasonably possible additional costs is much less certain than the estimates upon which accruals are currently based, and utilizes assumptions less favorable to the company among the range of reasonably possible outcomes. In estimating both its current accruals for environmental remediation and the possible range of additional future costs, the company has assumed that it will not bear the entire cost of remediation of every site to the exclusion of other known potentially responsible parties who may be jointly and severally liable. The ability of other potentially responsible parties to participate has been taken into account, generally based on each party’s financial condition and probable contribution on a per-site basis. No amounts have been recorded for potential recoveries from insurance carriers.

Weyerhaeuser Company has guaranteed approximately $66 million of debt of unconsolidated entities and other parties, which includes the guarantee of $25 million of debt that has been legally defeased. In connection with the defeasance, Weyerhaeuser Company would be required to pay under the guarantee if the U.S. government securities set aside in an escrow account are insufficient to pay off the debt in 2005. The value of the assets in the escrow account as of September 2003 is approximately $30 million. With respect to the other guarantees, approximately $31 million expire in 2004, $6 million expire in 2005, $2 million expire in 2006, and the remaining guarantees expire in 2007. As of September 28, 2003, Weyerhaeuser accrued liabilities include obligations of approximately $3 million recorded in connection with these guarantees.

Weyerhaeuser Real Estate Company (WRECO) has guaranteed approximately $2 million of debt of another party, performance under an operating lease with future lease payments of approximately $27 million, and $54 million of mortgages sold with recourse. Approximately $27 million of the mortgages matured in October 2003. In each case, WRECO would be required to perform if the obligor were to default. The debt guarantee expires in periods through 2017 and the lease guarantees expire in 2041. The mortgage guarantees expire as the underlying loans mature through 2019.

WRECO provides warranties on home sales closed that vary depending on state and local laws. The reserves for these warranties are determined by applying the provisions of Statement of Financial Accounting Standards No. 5, Accounting for Contingencies. The amount accrued was approximately $7 million at September 28, 2003, and December 29, 2002.

Weyerhaeuser incurred the following charges for the integration of Willamette and Weyerhaeuser’s overall cost-reduction efforts:

As of September 28, 2003, Weyerhaeuser accrued liabilities include approximately $15 million of severance accruals related to integration charges recognized from 2002 through September 28, 2003, which are associated with the termination of the employment of approximately 350 employees.

During 2003, Weyerhaeuser recognized closure costs in connection with the announced closures of five Wood Products facilities, one fine paper machine, one containerboard mill and two packaging plants. Activities associated with the 2003 closures are expected to be completed by December 2004 and Weyerhaeuser does not expect to incur any additional material charges related to these closures.

The charge recognized during the thirty-nine weeks ended September 29, 2002, is associated with the closures of an oriented strand board facility and six packaging facilities.

Changes in accrued severance during the thirty-nine weeks ended September 28, 2003, were as follows:

Other operating costs, net, is an aggregation of both recurring and occasional income and expense items and, as a result, can fluctuate from period to period. Weyerhaeuser’s other operating costs, net, includes the following pretax charges (credits):

In 1999, American Cemwood Corporation (Cemwood), a subsidiary of MacMillan Bloedel Limited, which had been acquired by the company, settled a class action suit involving claims alleging the failure of its cement fiber roofing products. The settlement provided an opportunity for the company to recover a portion of the settlement amount, depending on the outcome of a lawsuit filed by the class against Cemwood’s insurance companies. As a result of a settlement with the insurance companies, Weyerhaeuser recognized a net pretax benefit of $25 million in the second quarter of 2003. The company has an unresolved claim outstanding against a reinsurer.

Foreign exchange transaction gains and losses result from changes in exchange rates, primarily related to Weyerhaeuser’s Canadian and New Zealand operations.

Weyerhaeuser sold approximately 100,000 acres of western Washington timberlands in May 2003 for cash and a note receivable (the Note) with a value of approximately $170 million on the date of the sale. Weyerhaeuser recognized a gain of $80 million after taxes on the sale of the timberlands. The Note is backed by an irrevocable standby letter of credit from a bank. Weyerhaeuser is exposed to credit-related gains or losses in the event of nonperformance by the bank, but does not expect the bank to fail to meet its obligations. The Note matures in May 2013 and is extendable for five-year periods up to May 2033.

Weyerhaeuser transferred the Note to a qualifying special purpose entity (SPE) in a manner that qualifies as a sale for accounting purposes in May 2003 for cash of $151 million and a beneficial interest in the SPE. The gain on the sale of the Note was immaterial. Because the SPE is a separate and distinct legal entity from Weyerhaeuser, the assets of the SPE are not available to satisfy the liabilities and obligations of the company. The company does not consolidate the SPE.

The company estimates the fair value of its beneficial interest in the SPE using a discounted cash flow model. The key assumption used to estimate fair value was a discount rate of 4.38 percent.

In addition, Weyerhaeuser recognized a gain of $15 million after taxes during the thirty-nine weeks ended September 28, 2003 when a contingency lapsed on a portion of the 115,000 acres of western Washington timberlands that was sold in December 2002.

The company is principally engaged in the growing and harvesting of timber; the manufacture, distribution and sale of forest products; and real estate development and construction. The company’s principal business segments are:

•		Timberlands, which includes logs, chips and timber;

•		Wood Products, which includes softwood lumber, plywood and veneer, composite panels, oriented strand board, hardwood lumber, treated products, engineered lumber, raw materials and building materials distribution;

•		Pulp and Paper, which includes pulp, paper and bleached board;

•		Containerboard, Packaging and Recycling; and

•		Real Estate and Related Assets.

During the first quarter of 2003, the company changed the structure of its internal organization. As a result, the company’s timberlands, distribution and converting facilities located outside North America, which were formerly reported in Timberlands, are now reported in Corporate and Other. Comparative information has been restated to conform to the new presentation.

An analysis and reconciliation of the company’s business segment information to the respective information in the consolidated financial statements is as follows:

Some information included in this report contains statements concerning the company’s future results and performance that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Some of these forward-looking statements can be identified by the use of forward-looking terminology such as “believes,” “will,” “expects,” “may,” “should,” “approximately,” “anticipates,” “indicates,” “plans,” and “estimates,” and the negative or other variations of those terms with comparable terminology or by discussions of strategy, plans or intentions. In particular, some of these forward-looking statements deal with litigation reserves, the expected contribution to earnings in the fourth quarter of 2003 of the company’s business segments, anticipated pricing and demand in certain of the company’s markets, expected repayment of company debt and return to historic debt ratios, anticipated capital expenditures, the effect of pending litigation on the company’s financial position, liquidity or results of operations, projected effects of reduction in returns and assumed discount rates on pension expense, expected contributions to pension plans, the anticipated impact of the Canadian Species at Risk Act and similar matters. The accuracy of such statements is subject to a number of risks, uncertainties and assumptions that may cause actual results to differ materially from those projected, including, but not limited to:

•		The effect of general economic conditions, including the level of interest rates and housing starts;

•		Market demand for the company’s products, which may be tied to the relative strength of various business segments;

•		Energy prices;

•		Performance of the company’s manufacturing operations;

•		Successful execution of internal performance plans;

•		The level of competition from domestic and foreign producers;

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

•		Risk of loss from fires, floods and other natural disasters;

•		Legal proceedings; and

•		Performance of pension fund investments.

The company is also a large exporter and is affected by changes in economic activity in Europe and Asia, particularly Japan, and by changes in currency exchange rates, particularly the relative value of the U.S. dollar to the Euro and the Canadian dollar, and restrictions on international trade or tariffs imposed on imports, including the countervailing and anti-dumping duties imposed on the company’s softwood lumber shipments from Canada to the United States. These and other factors could cause or contribute to actual results differing materially from such forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will occur, or if any of them occurs, what effect they will have on the company’s results of operations or financial condition. The company expressly declines any obligation to publicly revise any forward-looking statements that have been made to reflect the occurrence of events after the date of this report.

The term “company” refers to Weyerhaeuser Company and all of its majority-owned domestic and foreign subsidiaries. The term “Weyerhaeuser” excludes Real Estate and Related Assets.

Net sales and revenues increased $294 million, or 6 percent, in the third quarter of 2003 as compared to the third quarter of 2002. Net sales and revenues increased $925 million, or 7 percent, in the first three quarters of 2003 as compared to the same period in 2002. Results for the first thirty-nine weeks of 2002 include sales made by the former Willamette facilities after February 11, 2002, while results for 2003 include such sales for the entire period. The factors that affected net sales and revenues are discussed below in the segment analyses.

A summary of items that affected the quarterly and year-to-date comparisons of operating income and net earnings follows:

These and other factors that affected the quarterly and year-to-date comparison of operating income and net earnings are discussed below in the segment analyses.

Third party sales volume for Timberlands raw materials and log production volume for the thirteen and thirty-nine week periods ended September 28, 2003, and September 29, 2002, are as follows:

Net sales and revenues increased $19 million, or 9 percent, for the thirteen-week period ended September 28, 2003, compared to the same period in 2002. Volume of logs sold increased 10 million cubic feet, or 14 percent, for the thirteen weeks ended September 28, 2003, compared to the same period the prior year. Price realizations for logs, which includes freight and are net of normal sales deductions, decreased $7 per hundred cubic feet, or 3 percent.

Net sales and revenues increased $114 million, or 20 percent, in the first thirty-nine weeks of 2003 as compared to the first thirty-nine weeks of 2002. Weyerhaeuser’s domestic timberland holdings increased approximately 30 percent as a result of the Willamette acquisition. The results for the thirty-nine weeks of 2002 reflected sales of raw materials from the former Willamette timberlands only after February 11, 2002, while 2003 sales include a full period of sales from the former Willamette timberlands. Volume of logs sold increased 43 million cubic feet, or 21 percent, for the thirty-nine weeks ended September 28, 2003, compared to the same period in 2002. Price realizations for logs decreased $12 per hundred cubic feet, or 6 percent.

Contribution to earnings increased $10 million and $190 million for the thirteen and thirty-nine weeks ended September 28, 2003, respectively, compared to the same periods in 2002. In addition to the changes in sales and realizations discussed above, items that affected the quarter-to-quarter comparison of Timberlands’ contribution to earnings include the following:

•		Pretax gains from the dispositions of nonstrategic timberlands increased $8 million in the third quarter of 2003 compared to the third quarter of 2002.

•		Timberlands recognized zero net pension income or expense in the thirteen weeks ended September 28, 2003, as compared to pension income of $2 million in the thirteen weeks ended September 29, 2002.

Items that affected the year-to-date comparison of Timberlands’ contribution to earnings include the following:

•		Pretax gains on the disposition of nonstrategic timberlands increased $174 million, which includes a $144 million pretax gain on the sales of western Washington timberlands that was recognized in the second quarter of 2003.

•		Timberlands recognized zero net pension income or expense in the thirty-nine weeks ended September 28, 2003, as compared to pension income of $7 million in the thirty-nine weeks ended September 29, 2002.

The company expects that the Timberlands segment’s contribution to earnings in the fourth quarter of 2003, excluding previously announced timberlands sales in the Carolinas and Tennessee, will be lower than the third quarter of 2003 due primarily to lower southern fee harvest volume.

Net sales and revenues increased $295 million, or 15 percent, for the thirteen-week period ended September 28, 2003, compared to the same period in 2002. Price realizations discussed below include freight and are net of normal sales deductions. The significant changes in net sales and revenues included:

•		A $176 million increase in oriented strand board sales. Price realizations increased $154 per thousand square feet (3/8” basis), or 102 percent. Sales volume increased 1 percent.

•		A $33 million increase in plywood and veneer sales. Price realizations increased $60 per thousand square feet (3/8” basis), or 24 percent. Sales volume decreased 6 percent.

•		A $45 million increase in softwood lumber sales. Price realizations increased $30 per thousand board feet, or 8 percent. Sales volume decreased 64 million board feet, or 3 percent.

•		A $29 million increase in the sale of other products, primarily sold through Weyerhaeuser’s wholesale distribution outlets.

Net sales and revenues increased $275 million, or 5 percent, in the first thirty-nine weeks of 2003, compared to the first thirty-nine weeks of 2002. The 2003 results include sales made by former Willamette facilities for the full period, while 2002 results include sales made by the former Willamette facilities after February 11, 2002. The significant changes in net sales and revenues included:

•		A $251 million increase in oriented strand board sales. Price realizations increased $65 per thousand square feet (3/8” basis), or 42 percent. Shipments increased 203 million square feet (3/8” basis), or 6 percent.

•		A $120 million decrease in the sale of raw materials and by-products. Most of this decrease occurred in the company’s coastal British Columbia operations.

•		A $50 million increase in softwood lumber sales. Price realizations decreased $14 per thousand board feet, which was more than offset by an increase in volume sold of 389 million board feet, or 6 percent.

•		A $50 million increase in the sale of other products, primarily those sold through Weyerhaeuser’s wholesale distribution outlets.

•		A $28 million increase in plywood and veneer sales. Price realizations increased $13 per thousand square feet (3/8” basis), or 5 percent while sales volume remained constant.

Contribution (charge) to earnings for Wood Products was $151 million in the thirteen weeks ended September 28, 2003, compared to ($18) million in the thirteen weeks ended September 29, 2002. The year-to-date contribution (charge) to earnings was ($52) million for 2003 compared to $55 million for 2002. Prices for structural softwood lumber, plywood and oriented strand board responded positively in the third quarter to strong residential building and repair/remodel demand coupled with restricted supply. Price improvements for these three product lines contributed approximately $287 million of earnings improvement from third quarter 2002 to third quarter 2003. However, price increases for oriented strand board and veneer negatively affected earnings for the company’s engineered lumber products operations. Other items affecting the quarter-to-quarter comparison of Wood Products’ contribution (charge) to earnings were:

•		Countervailing (CVD) and anti-dumping duties and related costs were $25 million in the third quarter of 2003 compared to charges of $31 million in the third quarter of 2002.

•		Net pension expense was $4 million in the thirteen weeks ended September 28, 2003 compared to income of $14 million in the thirteen weeks ended September 29, 2002.

•		Wood Products recognized charges for integration, restructuring and the closure of facilities of $31 million in the third quarter of 2003 compared to zero in the third quarter of 2002.

•		The appreciation in the Canadian dollar had a negative impact on the segment’s net operating results.

Items that affected the year-to-date comparison of Wood Products’ contribution (charge) to earnings were:

•		Weyerhaeuser recognized a charge of $79 million against first quarter 2003 earnings as a result of an adverse verdict in the alder log antitrust case. See Note 11 of Notes to Financial Statements.

•		CVD and anti-dumping duties and related costs were $75 million in the first thirty-nine weeks of 2003, compared to a net credit of $9 million for the same period in 2002. The first and second quarters of 2002 included $47 million of reversals of CVD and anti-dumping duties accrued during 2001. See Note 11 of Notes to Financial Statements.

•		Net pension expense was $16 million in the thirty-nine weeks ended September 28, 2003, compared to income of $42 million in the comparable period in the prior year.

•		Wood Products recognized charges for integration, restructuring and the closure or impending sale of facilities of $84 million in the thirty-nine weeks ended September 28, 2003. This compares to charges of $18 million for the same period in 2002.

•		Results for the thirty-nine weeks ended September 28, 2003, include a gain of $8 million recognized in the first quarter on the sale of real estate related to one of the Wood Products distribution businesses.

Wood Products’ contribution to earnings for the fourth quarter of 2003 is expected to be lower than the third quarter due primarily to lower lumber and structural panel prices. The company expects the segment’s earnings to continue to be adversely affected by CVD and anti-dumping duties on softwood lumber that Weyerhaeuser produces in Canada and exports to the United States. These duties and related costs have been incurred at a rate of approximately $25 million per quarter during 2003. The company continues to analyze facilities in the Wood Products system for rationalization opportunities. In November 2003, the company announced the closure of its lumber mill at Grande Cache, Alberta. Fourth quarter results for the Wood Products segment will include a pretax charge of approximately $12 million related to this closure.

Third party sales and total production volumes for the major products in the Wood Products segment for the thirteen and thirty-nine week periods ended September 28, 2003, and September 29, 2002, are as follows:

Net sales and revenues decreased $9 million, or 1 percent, for the thirteen-week period ended September 28, 2003, compared to the same period in 2002. Price realizations discussed below include freight and are net of normal sales deductions. The significant changes in net sales and revenues included:

•		A $33 million increase in pulp sales. Unit shipments increased approximately 71,000 tons, or 13 percent. However, price realizations decreased approximately $8 per ton, or 1 percent, in 2003, partially offsetting the increase in unit shipments.

•		A $60 million decrease in fine paper sales. Unit shipments were down approximately 42,000 tons, or 6 percent and price realizations decreased approximately $38 per ton, or 5 percent, for the thirteen weeks ended September 28, 2003, compared to the same period in 2002.

Net sales and revenues increased $224 million, or 8 percent, for the thirty-nine week period ended September 28, 2003, compared to the thirty-nine weeks ended September 29, 2002. The increase is primarily due to the fact that 2003 results include sales made by former Willamette facilities for the full period, while 2002 results include sales made by the former Willamette facilities only after February 11, 2002. The significant changes in net sales and revenues included:

•		An $86 million increase in pulp sales. Unit shipments increased approximately 109,000 tons, or 6 percent. Price realizations increased approximately $17 per ton, or 3 percent, in 2003, compared to the thirty-nine week period ended September 29, 2002.

•		A $103 million increase in fine paper sales. Unit shipments increased approximately 122,000 tons, or 6 percent. Price realizations increased approximately $4 per ton, or less than 1 percent, for the first thirty-nine weeks of 2003, as compared to the same period in 2002.

Charges to earnings were $18 million in the third quarter of 2003, as compared to contribution to earnings of $10 million in the same period of 2002. Charges to earnings were $15 million in the thirty-nine-week period ended September 28, 2003, compared to charges to earnings of $4 million in the comparable period of 2002. Changes in prices and shipment volumes, coupled with the following factors, affected the segment’s results:

•		Market-related downtime at the fine paper mills increased by 79,000 tons in the thirty-nine week period ended September 28, 2003, including an increase in downtime of 64,000 tons in the third quarter of 2003.

•		Business interruption costs of $52 million associated with a boiler outage at Plymouth, NC were incurred in the thirty-nine week period of 2002, including $30 million in the third quarter of 2002.

•		Integration, restructuring and plant closure charges of $25 million were recorded in the thirty-nine week period ended September 28, 2003, including $9 million in the third quarter of 2003. Integration, restructuring and plant closure charges were $1 million in the thirteen and thirty-nine week periods ended September 29, 2002.

•		Freight delivery costs for pulp increased $15 per metric ton in the thirty-nine week period ended September 28, 2003, compared to the same period in 2002, as export shipments increased significantly in 2003. For the thirteen-week period ended September 28, 2003, freight delivery costs increased $19 per metric ton compared to the same period in 2002, also due to an increase in export shipments during 2003.

•		The appreciation in the Canadian dollar had a negative impact on the segment’s net operating results.

•		Net pension expense was $2 million in the thirteen weeks ended September 28, 2003, compared to income of $5 million in the comparable prior year period. Net pension expense was $7 million in the thirty-nine week period ended September 28, 2003, compared to income of $16 million in the comparable prior year period.

•		Depreciation expense increased approximately $69 million in the thirty-nine week period ended September 28, 2003, as compared to the same period of 2002, including a $20 million increase in the third quarter of 2003, mostly due to inclusion of depreciation on the assets acquired from Willamette for the full period of 2003, capital additions and the finalization of the Willamette purchase accounting adjustment in the first quarter of 2003.

The company expects Pulp and Paper’s contribution to fourth quarter 2003 earnings to be lower than the third quarter primarily due to weak paper markets that will more than offset expected increases in pulp prices. Declining market demand for uncoated freesheet coupled with an increase in productivity at the company’s fine paper mills is causing the company to assess the need for further rationalization of its fine paper system.

Third party sales and total production volumes for major Pulp and Paper products follow:

Net sales and revenues decreased $37 million, or 3 percent, in the thirteen weeks ended September 28, 2003, as compared to the thirteen weeks ended September 29, 2002. The decrease was primarily due to:

•		An $11 million decrease in packaging sales. Packaging price realizations, which include freight and are net of normal sales deductions, declined $0.66 per thousand square feet, or 1 percent, in the thirteen weeks ended September 28, 2003, compared to the same period in 2002. Declines were driven by the sluggish economy and competitive conditions in what has been a declining domestic market.

•		A $28 million decrease in containerboard sales. Containerboard shipments declined 69,000 tons, or 24 percent, compared to the same period in 2002 due to lower demand in both domestic and export markets.

Net sales and revenues increased $124 million, or 4 percent, in the thirty-nine weeks ended September 28, 2003, as compared to the thirty-nine weeks ended September 29, 2002. The increase is primarily due to the fact that the 2003 period includes sales by the former Willamette facilities for the full thirty-nine weeks, while the thirty-nine weeks ended September 29, 2002, include sales by the former Willamette facilities only after February 11, 2002. This increase was primarily evident in packaging where shipments increased approximately 2.0 billion square feet, or 4 percent, year-to-date in 2003 compared to the same period in 2002. Conversely, containerboard unit shipments declined 84,000 tons, or 11 percent, compared to the thirty-nine weeks ended September 29, 2002, as global economic conditions impacted demand. Price realizations for packaging and containerboard were stable with only slight declines over the same period in 2002.

Contribution to earnings decreased $46 million, or 52 percent, in the thirteen weeks ended September 28, 2003, and increased $9 million, or 4 percent, in the thirty-nine weeks ended September 28, 2003, compared to the same respective periods in 2002. In addition to the net price realization variances, the following factors affected the segment’s results:

•		Improvements in manufacturing costs due to facility closures, implementation of best practices and the effects of market downtime on production resulted in improvements to earnings of $31 million and $28 million for the thirteen and thirty-nine week periods ended September 28, 2003, respectively, over the same periods in 2002.

•		Raw material costs declined $22 million for the thirteen-week period ended September 28, 2003, compared to the same period in 2002. Old corrugated container (OCC) prices declined $36 per ton from the prior year while chip costs increased $8 per ton for the same period. Raw material costs increased $5 million in the thirty-nine week period ended September 28, 2003, which was driven by higher chip prices of $8 per ton and lower OCC prices of $8 per ton.

•		Net pension expense was zero in the thirteen weeks ended September 28, 2003, compared to pension income of $12 million in the same period in 2002. Net pension expense was $1 million in the thirty-nine week period ended September 28, 2003, compared to income of $35 million in the comparable prior year period.

•		A charge of $23 million was recognized in the third quarter of 2003 for the settlement of the class action linerboard antitrust lawsuit. See Note 11 of Notes to Financial Statements.

•		Integration, restructuring and plant closure costs were $18 million and $17 million in the thirteen and thirty-nine weeks ended September 28, 2003, respectively. Charges of $2 million and $44 million were recognized in the thirteen and thirty-nine week periods in 2002, respectively.

Excluding the third quarter charges for settlement of the class action linerboard antitrust lawsuit and closures, Containerboard, Packaging and Recycling’s contribution to earnings in the fourth quarter of 2003 is expected to be lower than the third quarter primarily due to eroding prices and seasonally lower packaging shipments. The weak packaging markets coupled with an increase in productivity at the company’s containerboard mills makes inventory management a key operating priority. The company continues to analyze facilities in its integrated Containerboard, Packaging and Recycling system for rationalization opportunities.

Third party sales and total production volumes for Containerboard, Packaging and Recycling follow:

Net sales and revenues and contribution to earnings increased $66 million and $12 million, respectively, in the thirteen weeks ended September 28, 2003, compared to the same period in 2002. Sales in markets where the company operates remained strong during 2003. Net sales and revenues attributable to single-family home sales were $452 million and $361 million in the thirteen weeks ended September 28, 2003, and September 29, 2002, respectively. The segment closed 1,182 single-family home sales during the thirteen weeks ended September 28, 2003, compared to 1,068 single-family home sales in the comparable period in 2002. The average sales price for single-family homes was approximately $382,000 in the thirteen weeks ended September 28, 2003, and approximately $338,000 in the thirteen weeks ended September 29, 2002. Results for the thirteen weeks ended September 29, 2002, included pretax gains of $14 million from the sales of apartment complexes.

Net sales and revenues increased $126 million and contribution to earnings increased $28 million in the first thirty-nine weeks of 2003, compared to the first thirty-nine weeks of 2002. Net sales and revenues attributable to single-family home sales were $1,179 million and $1,055 million in the thirty-nine weeks ended September 28, 2003, and September 29, 2002, respectively. The segment closed 3,195 single-family home sales during the three quarters of 2003, as compared to 3,157 single-family home sales closed in the same period in 2002. The average sales price for single-family homes was approximately $369,000 in the thirty-nine weeks ended September 28, 2003, and approximately $334,000 in the thirty-nine weeks ended September 29, 2002. Results for the thirty-nine weeks ended September 28, 2003, included pretax gains of $30 million for the sales of commercial property and an apartment complex. Results for the thirty-nine weeks ended September 29, 2002, included pretax gains of $21 million from the sales of apartment complexes.

Customer traffic has remained strong through the first three quarters of 2003, and the backlog of homes sold, but not closed, is in excess of six months as of September 28, 2003. The segment’s contribution to earnings in the fourth quarter of 2003 is expected to be slightly higher than the third quarter due to increased closings of single-family homes.

Corporate and Other includes marine transportation (Westwood Shipping Lines, a wholly owned subsidiary); timberlands, distribution and converting facilities located outside North America; and general corporate support activities. Corporate and Other’s contribution (charge) to earnings includes the following:

•		Foreign exchange transaction gains (losses) were ($6) million and ($17) million in the thirteen weeks ended September 28, 2003, and September 29, 2002, respectively, and $81 million and $18 million in the thirty-nine weeks ended September 28, 2003, and September 29, 2002, respectively. Foreign exchange transaction gains and losses result from changes in exchange rates primarily related to the company’s Canadian and New Zealand operations.

•		A pretax gain of $25 million associated with the settlement of an insurance claim relating to the company’s Cemwood litigation was recognized in the second quarter of 2003.

•		Charges for integration and restructuring activities were $14 million and $15 million in the thirteen weeks ended September 28, 2003, and September 29, 2002, respectively. Charges for integration and restructuring activities were $48 million and $35 million for the thirty-nine weeks ended September 28, 2003, and September 29, 2002, respectively. The charges include costs associated with the integration of Willamette, including charges associated with change-in-control agreements and scheduled severance payments, and Weyerhaeuser’s overall cost-reduction efforts.

•		Charges of $5 million and $14 million were recognized during the thirteen weeks and thirty-nine weeks ended September 28, 2003, respectively, to increase the reserve for environmental remediation costs. See Note 11 of Notes to Financial Statements.

•		Pension expense was $2 million in the thirteen weeks ended September 28, 2003, compared to income of $2 million in the thirteen weeks ended September 29, 2002. Pension expense was $6 million in the thirty-nine weeks ended September 28, 2003, compared to income of $5 million in the comparable prior year period, which represents an unfavorable effect of $11 million for the year-to-date period.

•		Charges for variable compensation expense were $21 million and $5 million in the third quarter of 2003 and 2002, respectively, and $40 million and $15 million for the first three quarters of 2003 and 2002, respectively. Changes in variable compensation expense are primarily driven by changes in the company’s stock price.

Interest expense incurred by Weyerhaeuser in the first thirty-nine weeks of 2003 was $613 million, compared to $614 million in the same period of 2002. The 2002 interest expense includes a charge of $35 million that was recognized in the first quarter of 2002 related to the write-off of debt issuance costs when bridge loans for the acquisition of Willamette were replaced with permanent financing. Excluding this write-off, 2003 interest expense has increased over the prior year. This year-to-date increase is principally due to the debt issued during the first quarter of 2002 to finance the Willamette acquisition. Weyerhaeuser expects to repay additional debt and to return to historic debt ratios within five years from the time of the Willamette acquisition.

The company’s effective income tax rate was 34.0 percent and 35.0 percent for the thirty-nine weeks ended September 28, 2003, and September 29, 2002, respectively. The company’s effective income tax rate is affected by state income taxes and the benefits of tax credits and the export sales incentive.

The company adopted the provisions of Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations, as of the beginning of 2003. The cumulative effect of adopting the accounting principle was $11 million, or 5 cents per share, after taxes. The effect on results reported for the thirty-nine weeks ended September 29, 2002, would not have been material had the provisions of Statement 143 been in place during the comparable period.

Weyerhaeuser’s forest operations in Canada are primarily carried out on public forestlands under forest licenses, although the company also owns substantial amounts of timberland in western British Columbia (B.C.). All forest operations are subject to forest practices and environmental regulations, and operations under licenses also are subject to contractual requirements between the company and the relevant province designed to protect environmental and other social values. In Canada, the federal Species at Risk Act (SARA) was enacted in 2002 and is coming into force in phases, beginning in June 2003. SARA enacts protective measures for species identified as being at risk and for critical habitat. The regulations necessary to implement a number of the provisions of SARA are still being drafted, and, therefore, a number of provisions will not be in force until 2004. It is not anticipated that SARA will result in additional restrictions on timber harvests or other forest management practices, increase operating costs, or affect timber supply and prices in 2003, although it is expected to have such an effect in the future. The company also participates in the Canadian Standards Association Sustainable Forest Management System standard, a voluntary certification system that further protects certain public resources and values. Compliance with this standard may result in some increases in operating costs and curtailment of timber harvests in some areas.

Many of these Canadian lands also are subject to the constitutionally protected treaty or common law rights of the aboriginal peoples of Canada. Most of B.C. is not covered by treaties, and as a result, the claims of B.C.’s aboriginal peoples relating to forest resources are largely unresolved, although many aboriginal peoples are engaged in treaty discussions with the governments of B.C. and Canada. Although no treaty is imminent, final or interim resolution of aboriginal claims may be expected to result in a negotiated decrease in the lands or timber available for forest operations under license in B.C., including the company’s licenses. In a case brought by the Council of Haida Nations against B.C., a court of general jurisdiction in B.C. ruled in 2002 that both the province of B.C. and the company have legally enforceable duties to the Haida to consult with and accommodate them with respect to forestry activities on the Queen Charlotte Islands. The ruling is currently being appealed. The negotiation and resolution of aboriginal land claims and claims such as that brought by the Haida are expected to result in additional restrictions on the sale or harvest of timber on B.C. timberlands, increase operating costs, and affect timber supply and prices. The company believes that such claims will not have a significant effect on the company’s total harvest of timber or production of forest products in 2003, although they may have such an effect in the future.

The company is committed to the maintenance of a sound capital structure. This commitment is based upon two considerations: the obligation to protect the underlying interests of its shareholders and lenders and the desire to have access, at all times, to all major financial markets.

The important elements of the policy governing the company’s capital structure are as follows:

•		To view separately the capital structures of Weyerhaeuser and Weyerhaeuser Real Estate Company (WRECO) and related assets, given the very different nature of their assets and business activities. The amount of debt and equity associated with the capital structure of each will reflect the basic earnings capacity, real value and unique liquidity characteristics of the assets dedicated to that business.

•		The combination of maturing short-term debt and the structure of long-term debt will be managed judiciously to minimize liquidity risk.

Consolidated net cash provided by operations was $916 million and $659 million in the thirty-nine weeks ended September 28, 2003, and September 29, 2002, respectively. Elements that affected net cash provided by operations for the comparative periods follow:

•		Cash received from customers, net of cash paid to employees, suppliers and others, increased approximately $400 million in the first thirty-nine weeks of 2003, compared to the same period in 2002. This increase was due primarily to the overall increase in the size of Weyerhaeuser’s operations as a result of the Willamette acquisition. An increase in working capital had a $283 million negative effect on cash from operations in the thirty-nine weeks ended September 28, 2003, or $33 million lower than the $316 million negative effect in the thirty-nine weeks ended September 29, 2002. Seasonal increases in working capital typically occur during the first quarter and decreases typically occur towards the latter part of the year.

•		Cash paid for interest, net of the amount capitalized, was $163 million higher in the thirty-nine weeks ended September 28, 2003, than in the comparable period in 2002. The increase is due to a higher level of debt outstanding during the 2003 period, primarily as a result of the Willamette acquisition.

Weyerhaeuser’s capital expenditures for the thirty-nine weeks ended September 28, 2003, excluding acquisitions and Real Estate and Related Assets, were $471 million, compared to $709 million in the comparable period of 2002. Capital spending by segment for the thirty-nine weeks ended September 28, 2003, was $39 million for Timberlands; $106 million for Wood Products; $227 million for Pulp and Paper; $69 million for Containerboard, Packaging and Recycling; and $30 million for Corporate and Other. Weyerhaeuser currently anticipates capital expenditures, excluding acquisitions and Real Estate and Related Assets, to approximate $720 million for the year; however, this expenditure level could increase or decrease as a consequence of future economic conditions.

Weyerhaeuser received net cash proceeds of $151 million from the sale of western Washington timberlands and the related note receivable in the second quarter of 2003. See Note 15 of Notes to Financial Statements.

The company expended $6.1 billion, net of cash acquired, during the first quarter of 2002, to purchase the outstanding shares of Willamette stock.

Weyerhaeuser’s interest-bearing debt at September 28, 2003, was approximately $328 million less than the outstanding balance at December 29, 2002. Borrowings increased during the first quarter of 2003, primarily to finance a seasonal increase in working capital. Available cash generated by operations and the sale of timberlands in western Washington were used to pay down debt in the second and third quarters of 2003. Proceeds from new borrowings and payments on long-term debt were $445 million and $774 million, respectively, in the thirty-nine weeks ended September 28, 2003.

Weyerhaeuser’s debt-to-total-capital ratio, excluding Real Estate and Related Assets, was 54.5 percent as of September 28, 2003, compared to 55.6 percent at the end of 2002. Debt reduction is the company’s highest priority, and Weyerhaeuser expects to return to historic debt ratios within five years from the time of the Willamette acquisition. For purposes of computing this ratio, debt includes Weyerhaeuser’s interest-bearing debt and capital lease obligations and total capital consists of debt, shareholders’ interest, deferred taxes and minority interest in subsidiaries, net of Weyerhaeuser’s investments in Real Estate and Related Assets subsidiaries.

Weyerhaeuser Company and WRECO have established 364-day and multi-year revolving lines of credit in the maximum aggregate amount of $2.5 billion as of September 28, 2003. The multi-year revolving line of credit expires in March 2007. WRECO can borrow up to $600 million under the 364-day facility. Neither of the entities is a guarantor of the borrowing of the other under either of these credit facilities. As of September 28, 2003, $1.6 billion was available under these bank facilities for incremental borrowings.

The company sponsors several qualified and nonqualified pension and postretirement benefit plans for its employees. Key assumptions used to determine the amounts recorded in the company’s financial statements include the discount rate, the expected return on plan assets, anticipated trends in health care costs, assumed increases in salaries, mortality rates, and other factors. These assumptions are reviewed with external advisors at the end of each fiscal year and are updated as appropriate. Actual experience that differs from the assumptions could have a significant effect on the company’s financial position or results from operations. Other factors that affect the level of net periodic benefit income or expense that is recognized in a given year include actual pension fund performance, plan changes, and changes in plan participation or coverage.

The company’s expected rate of return on plan assets reflects the assumption that its plan assets will continue to outperform a benchmark rate of return, assuming a portfolio of investments comprised of 60 percent equities, 35 percent bonds and 5 percent cash. Over the last 18 years, actual returns on the company’s plan assets have exceeded the benchmark rate of return by 5.8 percentage points. As of December 29, 2002, the company reduced its expected rate of return on pension plan assets assumption from 10.5 percent to 9.5 percent to reflect the assumptions that the long-term benchmark return will be 6.5 percent and that the company’s pension plan assets will outperform the benchmark by 3.0 percent. Each 1.0 percent reduction in the expected return on plan assets would decrease the 2003 pension plan income by approximately $35 million for the company’s U.S. qualified pension plans (and would thereby generate a pension expense) and would increase the 2003 pension plan expense by approximately $5 million for the company’s Canadian pension plans.

The discount rate is based on rates of interest on long-term corporate bonds. As of December 29, 2002, the company reduced the discount rate from 7.25 percent to 6.75 percent for U.S. plans and from 7.0 percent to 6.5 percent for Canadian plans to reflect decreases in the benchmark rates of interest. Pension and postretirement benefit income and expenses for 2003 are based on the 6.75 percent assumed discount rate for U.S. plans and 6.5 percent assumed discount rate for Canadian plans. Future discount rates may differ. Each 0.5 percent reduction in the assumed discount rate is expected to decrease pension income by approximately $7 million for the company’s U.S. qualified pension plans and increase pension expense by approximately $5 million for the company’s Canadian pension plans.

A contribution of approximately $2 million was made during June 2003 to complete the termination of the MacMillan Bloedel salaried pension plan. The company is not required to make additional cash contributions to its U.S. pension plans in 2003. However, the company may choose to make a cash contribution later this year. The company expects to contribute approximately $13 million to its Canadian pension plans in 2003 with an additional $10 million during 2003 or early 2004 for the wind-up of the pension plan at its Sturgeon Falls operations.

The company reviews the carrying value of its long-lived assets and goodwill when events and changes in circumstances indicate that the carrying value of an asset group may not be recoverable through future operations. To determine whether the carrying value of an asset group is impaired, the company must estimate the cash flows that could be generated under a range of possible outcomes and the likelihood of the outcomes. If the carrying value of an asset group is not recoverable through the weighted average cash flows under the possible outcomes, it is considered impaired. An impairment charge is recorded for the amount by which the carrying value of the long-lived asset exceeds its estimated fair value. Estimated fair value is based on market comparisons, when available, or discounted cash flows under the possible outcomes.

The valuation of goodwill is assessed annually. If goodwill is considered impaired, the company is required to estimate the fair values of the assets and liabilities of the reporting unit carrying the goodwill, similar to the fair value allocation under the purchase method of accounting for a business combination. The excess of the fair value of the reporting unit over the fair value of the assets and liabilities of the reporting unit equals the implied value of goodwill. An impairment charge is recognized to the extent the carrying value of goodwill of the reporting unit exceeds its implied fair value.

The company has grown substantially through acquisitions in recent years. A large portion of the net book value of the company’s property and equipment and timber and timberlands represent amounts allocated to those assets as part of the allocation of the purchase price of recent acquisitions. Due to these allocations, a large portion of the company’s long-term assets are valued at relatively current amounts. In addition, the company had goodwill of $3.2 billion as of September 28, 2003, which represented approximately 11 percent of the company’s consolidated assets.

The amount and timing of impairment charges for these assets require estimates of future cash flows, residual values and fair values of the related assets, and the probability of alternative outcomes. In addition, the company must make assumptions regarding product pricing, raw material costs, volumes of product sold, and discount rates to analyze the future cash flows for goodwill impairment assessments. Management believes that the estimates of future cash flows and fair values are reasonable; however, changes in estimates of such cash flows, changes in the likelihood of alternative outcomes, and changes in estimates of fair value could affect the evaluations.

Contingent liabilities, principally for legal, environmental and product liability matters, are recorded when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Liabilities accrued for legal matters require judgments regarding projected outcomes and range of loss based on historical experience and recommendations of legal counsel. However, litigation is inherently unpredictable and excessive verdicts do occur. As an example of changes that can occur in the estimates of contingent liabilities, the company recognized a $79 million charge before taxes in the first quarter of 2003 as a result of the jury verdict that was returned in the alder antitrust case in April 2003 (see Note 11 of Notes to Financial Statements).

Liabilities for environmental matters require evaluations of relevant environmental regulations and estimates of future remediation alternatives and costs. The company determines these estimates after a detailed evaluation of each site. In establishing its accruals for environmental remediation, the company has assumed that it will not bear the entire cost of remediation of every site to the exclusion of other known potentially responsible parties who may be jointly and severally liable. The ability of other potentially responsible parties to participate has been taken into account, based generally on each party’s financial condition and probable contribution on a per-site basis. The company does not record amounts for recoveries from insurance carriers until a binding agreement has been reached between the company and the carrier.

Additionally, as discussed in Note 11 of the Notes to Financial Statements, reserves for future claims settlements relating to hardboard siding cases require judgments regarding projections of future claims rates and amounts.

Depletion, or costs attributed to timber harvested, is recorded as trees are harvested. Depletion rates are adjusted annually. Depletion rates are computed by dividing the original cost of the timber less previously recorded depletion by the total timber volume that is estimated to be harvested over the harvest cycle. The length of the harvest cycle varies by geographic region and species of timber. The depletion rate calculations do not include an estimate for future silviculture costs associated with existing stands, future reforestation costs associated with a stand’s final harvest, or future volume in connection with the replanting of a stand subsequent to its final harvest.

Significant estimates and judgments are required to determine the volume of timber available for harvest over the harvest cycle. Some of the factors affecting the estimates are changes in weather patterns, the effect of fertilizer and pesticide applications, changes in environmental regulations and restrictions that may limit the company’s ability to harvest certain timberlands, changes in harvest plans, the scientific advancement in seedling and growing technology, and changes in harvest cycles.

No changes occurred during the thirty-nine weeks ended September 28, 2003, 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 29, 2002.

The company’s principal executive officer and principal financial officer have evaluated the effectiveness of the company’s disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. 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 (SEC) rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on their evaluation, the company’s principal executive officer and principal financial officer believe the controls and procedures in place are effective to ensure that information required to be disclosed complies with the SEC’s rules and forms.

There were no changes in the company’s internal controls, or in other factors that could significantly affect these controls, subsequent to the date of their evaluation by the principal executive officer and principal financial officer.

	12.		Statement 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)

The registrant filed reports on Form 8-K dated July 15, 2003, reporting information under Item 9, Regulation FD Disclosure, and July 25 and October 24, 2003, reporting information under Item 12, Results of Operations and Financial Condition.

12.		Statement 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)


		Name of Each Exchange on
Title of Each Class		Which Registered:

Common Shares ($1.25 par value)		Chicago Stock Exchange
		New York Stock Exchange
		Pacific Stock Exchange

Exchangeable Shares (no par value)		Toronto Stock Exchange


	WEYERHAEUSER COMPANY


	By	/s/ Steven J. Hillyard Steven J. Hillyard Duly Authorized Officer and Principal Accounting Officer

November 10, 2003


	Sept. 28,		Dec. 29,
Dollar amounts in millions	2003		2002

Logs and chips	$	153	$	177
Lumber, plywood, panels and engineered lumber		404		456
Pulp and paper		385		351
Containerboard and packaging		249		282
Other products		249		202
Materials and supplies		519		473

	$	1,959	$	1,941


	Thirty-nine weeks		Fifty-two weeks		Fifty-two weeks
	ended		ended		ended
	Sept. 28, 2003		Dec. 29, 2002		Dec. 30, 2001

Number of claims filed during the period		2,548		2,995		6,480
Number of claims resolved		2,895		4,690		2,580
Number of claims unresolved at end of period		1,898		2,245		3,940
Number of damage awards paid		1,268		1,830		400
Average damage award paid	$	3,043	$	1,900	$	1,700


	Thirteen weeks ended				Thirty-nine weeks ended

	Sept. 28,		Sept. 29,		Sept. 28,		Sept. 29,
Third party sales volumes (millions)	2003		2002		2003		2002

Softwood lumber — board feet		2,298		2,362		6,858		6,469
Softwood plywood and veneer — square feet (3/8”)		744		792		2,230		2,231
Composite panels — square feet (3/4”)		313		95		908		848
Oriented strand board — square feet (3/8”)		1,129		1,117		3,360		3,157
Hardwood lumber — board feet		103		104		322		325
Raw materials — cubic feet		112		161		358		468

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Table of Contents

Table of Contents

Table of Contents

Table of Contents


x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the thirty-nine weeks ended September 28, 2003, or

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


A Washington Corporation		(IRS Employer Identification No. 91-0470860)


Dollar amounts in millions

Accrued severance as of December 29, 2002	$	23
Costs incurred and charged to expense		19
Payments		(23	)
Other adjustments		(2	)

Accrued severance as of September 28, 2003	$	17


		Operating income									Net earnings

		Thirteen weeks ended									Thirteen weeks ended

		Sept. 28,			Sept. 29,						Sept. 28,			Sept. 29,
Dollar amounts in millions		2003			2002			Change			2003			2002			Change

(Charge) benefit:
	Pension and other postretirement benefits	$	(30	)		$ 24		$	(54	)	$	(20	)		$ 16			$(36	)
	Linerboard antitrust settlement		(23	)		—			(23	)		(15	)		—			(15	)
	Plymouth business interruption costs		—			(30	)		30			—			(20	)		20
	Foreign exchange losses		(4	)		(16	)		12			(3	)		(10	)		7
	Integration and restructuring		(24	)		(17	)		(7	)		(16	)		(11	)		(5	)
	Facility closures		(48	)		—			(48	)		(32	)		—			(32	)


Item 2. Changes in Securities		not applicable

Item 3. Defaults upon Senior Securities		not applicable

Item 4. Submission of Matters to a Vote of Security Holders		not applicable

Item 5. Other Information		not applicable