8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

October 31, 2008

(Date of earliest event report)

WEYERHAEUSER COMPANY

(Exact name of registrant as specified in charter)

Washington	1-4825	91-0470860
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

Federal Way, Washington 98063-9777

(Address of principal executive offices)

(zip code)

Registrant’s telephone number, including area code:
(253) 924-2345

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

 EXHIBIT 99.1

 EXHIBIT 99.2

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C., 20549

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 31, 2008, Weyerhaeuser Company issued a press release announcing its financial results for the fiscal quarter ended September 28, 2008. Copies of the press release and the exhibits thereto are furnished as Exhibits 99.1 and 99.2 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)	The following items are filed as exhibits to this report:
99.1	Press release, dated October 31, 2008 issued by Weyerhaeuser Company
99.2	Exhibits to Press release, dated October 31, 2008 issued by Weyerhaeuser Company

SIGNATURES

     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 hereunto duly authorized.

	WEYERHAEUSER COMPANY
By	/s/ Jeanne Hillman
Its:	Vice President and
	Chief Accounting Officer

Date: October 31, 2008

EX-99.1

Exhibit 99.1

For more information contact:	Media — Sarah Taydas (253) 924-2505
	Analysts — Kathryn McAuley (253) 924-2058

Weyerhaeuser Reports Third Quarter Net Earnings of
$280 Million, or $1.33 per Diluted Share

• Includes Gains on Sales of Operations

• Housing Market Remains Challenged

FEDERAL WAY, Wash. (Oct. 31, 2008) — Weyerhaeuser Company (NYSE: WY) today reported net earnings of $280 million for the third quarter of 2008, or $1.33 per diluted share, on net sales of $2.6 billion. This compares with net earnings of $101 million, or 47 cents per diluted share, on sales of $4.1 billion for the same period last year.

SIGNIFICANT THIRD QUARTER 2008 AFTER-TAX ITEMS

	After-Tax Gain			Gain (Charge) per
	(Charge)			diluted share
	($ millions)			(dollars)
Sale of Containerboard, Packaging & Recycling operations	$	303		$	1.44
Sale of Australian operations	$	158		$	0.75
Real estate-related charges	$	(144	)	$	(0.69	)
Wood Products asset impairments	$	(24	)	$	(0.11	)
Restructuring activities	$	(10	)	$	(0.05	)

Excluding these items, the company reported a net loss of $3 million, or 1 cent per diluted share, in the third quarter of 2008.

SIGNIFICANT THIRD QUARTER 2007 AFTER-TAX ITEMS

	After-Tax Gain			Gain (Charge) per
	(Charge)			diluted share
	($ millions)			(dollars)
Gain from legal settlements	$	26		$	0.12
Wood Products closures, restructuring and asset impairments	$	(17	)	$	(0.08	)
Corporate restructuring activities	$	(17	)	$	(0.08	)
Real estate-related charges	$	(16	)	$	(0.07	)
Gain on sale of operations and previously closed plant sites	$	7		$	0.03

Excluding these items, the company earned $118 million, or 55 cents per diluted share, in the third quarter of 2007.

“We expect housing market conditions will remain difficult, and our businesses will continue to aggressively manage costs and inventory accordingly,” said Dan Fulton, president and chief executive officer. “As a result of actions we’ve already taken, we have a strong balance sheet and good liquidity. We’re meeting the challenges of today’s markets, while preparing for stronger markets in the future.”

SUMMARY OF THIRD QUARTER FINANCIAL HIGHLIGHTS

Millions (except per share data)	3Q 2008		3Q 2007		Change
Net earnings	$	280	$	101	$	179
Earnings per diluted share	$	1.33	$	0.47	$	0.86

Millions (except per share data)	3Q 2008		3Q 2007		Change
Net sales:
From continuing operations	$	2,107	$	2,797		($690	)
From discontinued operations	$	514	$	1,349		($835	)
Total net sales	$	2,621	$	4,146		($1,525	)

Weyerhaeuser reclassified the Containerboard, Packaging and Recycling operations as discontinued due to the Aug. 4 sale of the segment’s assets to International Paper. Weyerhaeuser’s Australian operations were also reclassified as discontinued due to the sale of these assets in July. The net sales and revenues of these operations are included in net sales from discontinued operations for the third quarters of both 2008 and 2007.

SEGMENT RESULTS FOR THIRD QUARTER
(Contributions to Pre-Tax Earnings)

Millions	3Q 2008			3Q 2007			Change
Timberlands	$	107		$	163		$	(56	)
Wood Products	$	(146	)	$	(131	)	$	(15	)
Cellulose Fibers	$	78		$	79		$	(1	)
Containerboard, Packaging and Recycling	$	10		$	104		$	(94	)
Real Estate and Related Assets	$	(316	)	$	60		$	(376	)

Effective July 2008, Weyerhaeuser’s international operations outside of North America are reported as part of the Timberlands segment. These operations, which consist primarily of timberlands and related converting operations in South America, were previously reported as part of the Corporate and Other segment.

TIMBERLANDS

	3Q 2008		2Q 2008		Change
Contribution to pre-tax earnings (millions)	$	107	$	103	$	4

3Q 2008 Performance — Third quarter earnings improved slightly from second quarter, primarily due to higher oil and gas revenues and an increase in sales of non-strategic timberlands. These improvements were partially offset by lower domestic log prices and a seasonal decline in fee harvest volumes. Segment earnings include losses related to international operations of approximately $6 million in the third quarter and $5 million in the second quarter.

4Q 2008 Outlook — Weyerhaeuser expects fourth quarter earnings from the Timberlands segment to be lower than third quarter. Fee harvest volumes are expected to be lower due to the weak domestic market.

WOOD PRODUCTS

	3Q 2008			2Q 2008			Change
Contribution (charge) to pre-tax earnings (millions)		($146	)		($164	)	$	18

3Q 2008 Performance — Excluding the pre-tax items noted below, the segment’s loss was $12 million less in the third quarter.

• Third quarter 2008 included charges of $37 million for asset impairments and income of $13 million for a reduction in the hardboard siding claims reserve.

• Second quarter 2008 included charges of $30 million for facility closures and related asset impairments.

Average price realizations for lumber, oriented strand board and engineered lumber products improved, and manufacturing and selling, general and administrative costs declined. These improvements were largely offset by lower shipment volumes for all of the segment’s primary

products, as U.S. single-family housing starts fell to a seasonally adjusted annual rate of 602,000 for the third quarter.

4Q 2008 Outlook — Weyerhaeuser expects challenging housing market conditions to continue into the fourth quarter. We anticipate operating losses to worsen as prices and volumes decline in the seasonally slower fourth quarter.

CELLULOSE FIBERS

	3Q 2008		2Q 2008		Change
Contribution to pre-tax earnings (millions)	$	78	$	42	$	36

3Q 2008 Performance — Fewer annual maintenance outages resulted in lower maintenance costs and improved productivity. Average pulp price realizations increased. These benefits were partially offset by higher chemical and freight costs.

4Q 2008 Outlook — Fourth quarter earnings for the segment are expected to be slightly lower than third quarter. Weyerhaeuser anticipates lower pulp prices, partially offset by benefits from a weakening Canadian dollar relative to the U.S. dollar.

CONTAINERBOARD, PACKAGING AND RECYCLING

	3Q 2008		2Q 2008		Change
Contribution to pre-tax earnings (millions)	$	10	$	105		($95	)

3Q 2008 Performance — Weyerhaeuser sold its Containerboard, Packaging and Recycling operations to International Paper on Aug. 4. Third quarter results reflect the segment’s operations for the month of July.

REAL ESTATE

	3Q 2008			2Q 2008			Change
Contribution (charge) to pre-tax earnings (millions)		($316	)		($337	)	$	21

3Q 2008 Performance — Excluding the pre-tax items noted below, the segment’s loss was $6 million in the third quarter compared to a loss of $25 million in the second quarter.

• Asset impairments and investment-related charges were $235 million in the third quarter compared to $312 million in the second quarter.

• Third quarter included an $87 million loss on an acreage sale.

• Third quarter included $12 million of income from a commercial partnership investment.

The loss from homebuilding operations was slightly lower in the third quarter due to the mix of homes closed and lower selling expenses. Homebuilding operations closed on sales of 720 units, a 17 percent decrease from the second quarter, reflecting continued weak housing demand. The backlog of homes sold, but not closed, was less than four months.

4Q 2008 Outlook — Weyerhaeuser expects fourth quarter home sale closings to be comparable to third quarter, but anticipates lower average sales price realizations. Excluding impairments and lot and acreage sales, the segment’s loss from homebuilding operations is expected to increase in the fourth quarter due to continuing weakness in the housing market.

CORPORATE AND OTHER

Third quarter results for the Corporate and Other segment include the following pre-tax items:

• On Aug. 4, the company sold its Containerboard, Packaging and Recycling operations to International Paper. Weyerhaeuser recognized a pre-tax gain of $1.17 billion in the third quarter.

• In July, Weyerhaeuser sold its Australian manufacturing operations and distribution business and recognized a net pre-tax gain on the sale of $217 million.

• The company recognized a pre-tax charge of $19 million to write off capitalized interest related to impaired Real Estate homebuilding assets.

• The company recognized a pre-tax charge of $18 million for termination benefits and asset adjustments related to corporate restructuring activities.

ABOUT WEYERHAEUSER

Weyerhaeuser Company, one of the world’s largest forest products companies, was incorporated in 1900. In 2007, sales were $16.3 billion. It has offices or operations in 13 countries, with customers worldwide. Weyerhaeuser is principally engaged in the growing and harvesting of timber; the manufacture, distribution and sale of forest products; and real estate construction, development and related activities. Additional information about Weyerhaeuser’s businesses, products and practices is available at http://www.weyerhaeuser.com.

EARNINGS CALL INFORMATION

Weyerhaeuser will hold a live conference call at 7 a.m. Pacific (10 a.m. Eastern) on Oct. 31 to discuss third quarter results.

To access the conference call from within North America, dial 1-800-218-4007 at least 15 minutes prior to the call. Those calling from outside North America should dial 1-303-262-2054. Replays will be available for one week at 1-800-405-2236 (access code — 11120677#) from within North America and at 1-303-590-3000 (access code — 11120677#) from outside North America. The call is being webcast through our website at http://investor.weyerhaeuser.com by clicking on the “Q3 2008 Earnings Conference Call” link.

The webcast is available through the Thomson StreetEvents Network to both institutional and individual investors. Individual investors can listen to the call at http://www.fulldisclosure.com, Thomson’s individual investor portal, powered by StreetEvents. Institutional investors can access the call via Thomson’s password-protected site, StreetEvents (http://www.streetevents.com).

FORWARD LOOKING STATEMENTS

This news release 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. These statements are based on various assumptions and may not be accurate because of risks and uncertainties surrounding these assumptions. Factors listed below, as well as other factors, may cause actual results to differ significantly from these forward-looking statements. There is no guarantee that any of the events anticipated by these forward-looking statements will occur. If any of the events occur, there is no guarantee what effect they will have on company operations or financial condition. The company will not update these forward-looking statements after the date of this news release.

Some forward-looking statements discuss the company’s plans, strategies and intentions. They use words such as “expects,” “may,” “will,” “believes,” “should,” “approximately,” “anticipates,”

“estimates,” and “plans.” In addition, these words may use the positive or negative or other variations of those terms.

This release contains forward-looking statements regarding the company’s expectations during the fourth quarter of 2008 regarding: the company’s markets, earnings and performance of the company’s business segments, continued declines in homebuilding starts, lower timberland harvest levels, decreasing pricing and volumes for the company’s wood products, lower pulp prices, lower average sales price realizations for home sales and related matters. The major risks, uncertainties and assumptions that affect the company’s businesses and may cause actual results to differ from these forward-looking statements, include, but are not limited to:

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

• Market demand for the company’s products, which may be tied to the relative strength of various U.S. business segments and economic conditions;

• Performance of the company’s manufacturing operations, including unexpected maintenance requirements;

• The successful execution of internal performance plans and cost reduction initiatives;

• The level of competition from domestic and foreign producers;

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

• The effect of weather;

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

• Energy prices;

• Raw material prices;

• Chemical prices;

• Transportation costs;

• Legal proceedings;

• The effect of timing of retirements and changes in the market price of company stock on charges for stock-based compensation; and

• Performance of pension fund investments and related derivatives.

The company also is a large exporter and is affected by changes in economic activity in Europe and Asia, particularly Japan. It also is affected by changes in currency exchange rates, particularly the relative value of the U.S. dollar to the Euro and the Canadian dollar. Restrictions on international trade or tariffs imposed on imports also may affect the company.

EX-99.2

Exhibit 99.2

WEYERHAEUSER COMPANY
STATISTICAL INFORMATION (unaudited)
CONSOLIDATED EARNINGS
          (in millions)

	REVISED(1)
	Q1						Q2						Q3						Year-to-date						Q4			Year-to-date
	March 30,			April 1,			June 29,			July 1,			Sept. 28,			Sept. 30,			Sept. 28,			Sept. 30,			Dec. 30,			Dec. 30,
	2008			2007			2008			2007			2008			2007			2008			2007			2007			2007
Net sales and revenues:
Weyerhaeuser	$	1,671		$	2,136		$	1,820		$	2,400		$	1,778		$	2,199		$	5,269		$	6,735		$	1,839		$	8,574
Real Estate		371			487			354			559			329			598			1,054			1,644			715			2,359
Total net sales and revenues		2,042			2,623			2,174			2,959			2,107			2,797			6,323			8,379			2,554			10,933
Costs and expenses:
Weyerhaeuser:
Costs of products sold		1,399			1,757			1,518			1,978			1,413			1,776			4,330			5,511			1,553			7,064
Depreciation, depletion and amortization		145			154			146			148			148			155			439			457			140			597
Selling expenses		59			70			57			69			57			61			173			200			73			273
General and administrative expenses		148			164			125			157			109			143			382			464			149			613
Research and development expenses		17			16			18			18			14			18			49			52			19			71
Charges for restructuring (2)		1			3			39			1			11			16			51			20			15			35
Charges for closure of facilities (3)		53			3			30			16			—			19			83			38			78			116
Impairment of goodwill (4)		3			22			2			—			6			1			11			23			7			30
Other operating costs (income), net (5) (6)		46			26			(16	)		33			50			5			80			64			(34	)		30
		1,871			2,215			1,919			2,420			1,808			2,194			5,598			6,829			2,000			8,829
Real Estate:
Costs and operating expenses		327			379			321			415			369			451			1,017			1,245			507			1,752
Depreciation and amortization		4			6			5			5			5			6			14			17			6			23
Selling expenses		36			41			37			45			32			45			105			131			48			179
General and administrative expenses		29			28			27			27			26			26			82			81			18			99
Other operating costs (income), net		(1	)		(4	)		(1	)		5			(4	)		(1	)		(6	)		—			(5	)		(5	)
Impairment of long-lived assets		33			—			246			12			226			23			505			35			93			128
		428			450			635			509			654			550			1,717			1,509			667			2,176
Total costs and expenses		2,299			2,665			2,554			2,929			2,462			2,744			7,315			8,338			2,667			11,005
Operating income (loss)		(257	)		(42	)		(380	)		30			(355	)		53			(992	)		41			(113	)		(72	)
Interest expense and other:
Weyerhaeuser:
Interest expense incurred (7)		(132	)		(131	)		(126	)		(178	)		(126	)		(131	)		(384	)		(440	)		(132	)		(572	)
Less: interest capitalized		24			30			21			29			11			29			56			88			30			118
Interest income and other (8)		13			20			117			25			30			20			160			65			18			83
Equity in income (loss) of affiliates		(5	)		(1	)		3			—			10			1			8			—			(5	)		(5	)
Real Estate:
Interest expense incurred		(12	)		(12	)		(14	)		(17	)		(10	)		(15	)		(36	)		(44	)		(13	)		(57	)
Less: interest capitalized		12			12			14			17			10			15			36			44			13			57
Interest income and other		1			3			—			1			1			2			2			6			2			8
Equity in income of unconsolidated entities (9)		—			18			1			15			14			13			15			46			3			49
Impairment and other investment related charges		(18	)		—			(57	)		(2	)		(6	)		(3	)		(81	)		(5	)		(31	)		(36	)
Loss from continuing operations before income taxes		(374	)		(103	)		(421	)		(80	)		(421	)		(16	)		(1,216	)		(199	)		(228	)		(427	)
Income taxes (10)		139			38			214			31			221			11			574			80			96			176
Loss from continuing operations		(235	)		(65	)		(207	)		(49	)		(200	)		(5	)		(642	)		(119	)		(132	)		(251	)
Earnings from discontinued operations, net of taxes (11)		87			785			111			81			480			106			678			972			69			1,041
Net earnings (loss)	$	(148	)	$	720		$	(96	)	$	32		$	280		$	101		$	36		$	853		$	(63	)	$	790
Basic net earnings (loss) per share:
Continuing operations	$	(1.11	)	$	(0.28	)	$	(0.98	)	$	(0.22	)	$	(0.94	)	$	(0.02	)	$	(3.04	)	$	(0.54	)	$	(0.63	)	$	(1.15	)
Discontinued operations		0.41			3.37			0.53			0.37			2.27			0.49			3.21			4.38			0.33			4.75
Net earnings (loss) per share	$	(0.70	)	$	3.09		$	(0.45	)	$	0.15		$	1.33		$	0.47		$	0.17		$	3.84		$	(0.30	)	$	3.60
Diluted net earnings (loss) per share:
Continuing operations	$	(1.11	)	$	(0.28	)	$	(0.98	)	$	(0.22	)	$	(0.94	)	$	(0.02	)	$	(3.04	)	$	(0.54	)	$	(0.63	)	$	(1.15	)
Discontinued operations		0.41			3.37			0.53			0.37			2.27			0.49			3.21			4.38			0.33			4.75
Net earnings (loss) per share	$	(0.70	)	$	3.09		$	(0.45	)	$	0.15		$	1.33		$	0.47		$	0.17		$	3.84		$	(0.30	)	$	3.60
Dividends paid per share	$	0.60		$	0.60		$	0.60		$	0.60		$	0.60		$	0.60		$	1.80		$	1.80		$	0.60		$	2.40
Weighted average shares outstanding (in thousands):
Basic		211,195			233,242			211,262			217,688			211,284			215,154			211,247			222,028			211,135			219,305
Diluted		211,195			233,242			211,262			217,688			211,284			215,154			211,247			222,028			211,135			219,305
Common and exchangeable shares outstanding at end of period (in thousands)		211,243			217,726			211,279			217,759			211,289			211,106			211,289			211,106			211,147			211,147

PRELIMINARY RESULTS — SUBJECT TO AUDIT

1

WEYERHAEUSER COMPANY
STATISTICAL INFORMATION (unaudited)
FOOTNOTES TO CONSOLIDATED EARNINGS
          (in millions)

(1)	First quarter 2007 results were revised to reflect an adjustment to reduce the net gain on the Domtar Transaction by $35 million after-tax. This adjustment is included in discontinued operations.
(2)	See detail of restructuring charges by segment on page 4.
(3)	See detail of closure charges by segment on page 4.
(4)	The first quarter of 2007 includes a charge of $22 million for the impairment of goodwill associated with Canadian Wood Products distribution facilities. Goodwill impairment charges recognized in the third and fourth quarters of 2007 and the first and second quarters of 2008 were associated with U.S. Wood Products distribution facilities. Third quarter of 2008 includes a charge of $6 million for the impairment of goodwill associated with the Trus Joist® Commercial division.
(5)	Includes net foreign exchange gains (losses), primarily from fluctuations in Canadian and New Zealand exchange rates:

														Year-to-date							Year-to-date
Q1 2008			Q1 2007		Q2 2008		Q2 2007		Q3 2008			Q3 2007		Q3 2008			Q3 2007		Q4 2007		Q4 2007
$	(11	)	$	7	$	3	$	29	$	(13	)	$	2	$	(21	)	$	39	$	6	$	45

(6) (a) The first quarter of 2008 includes charges of $18 million related to OSB litigation and $17 million for a change in accounting for our environmental remediation reserves.

(b)	The second quarter of 2008 includes a gain of $52 million related to changes in postretirement benefit plans for salaried employees and a gain of $7 million on sale of properties.
(c)	The third quarter of 2008 includes charges of $31 million for asset impairments related to Wood Products facilities. These charges were partially offset by a $13 million reduction in the reserve for hardboard siding claims.
(d)	The first, second, and third quarters of 2008 include charges of $5 million, $23 million, and $19 million respectively, for the impairment of previously capitalized interest on Real Estate assets.
(e)	The first, second, and fourth quarters of 2007 include charges of $34 million, $12 million, and $6 million, respectively, for asset impairments related to Wood Products facilities.
(f)	The second quarter of 2007 includes a $40 million charge for legal settlements and a contract termination and $6 million in additional charges related to the sale of Canadian Wood Products distribution facilities.
(g)	The third quarter of 2007 includes gains of $9 million on the sale of previously closed facility sites, a $4 million charge for a legal settlement and charges of $13 million to transition to a new IT service provider.
(h)	The fourth quarter of 2007 includes a charge of $10 million for storm-related casualty losses, a gain of $27 million on the sale of an export facility, and gains of $12 million on sales of operations including our New Zealand joint venture.

(7)	The second quarter of 2007 includes a $42 million charge related to the early extinguishment of debt.
(8)	The second quarter of 2008 includes an estimated pre-tax gain of $101 million from the restructuring of our investments in Uruguay.
(9)	The third quarter of 2008 includes $12 million of income from a commercial partnership investment.
(10)	(a) The second quarter of 2008 includes a $14 million tax benefit related to the release of FIN 48 tax liabilities.

 (b) The fourth quarter of 2007 includes a one-time tax benefit of $22 million related to a reduction in the Canadian federal income tax rate.

(11)

Discontinued operations include the net operating results of the Containerboard, Packaging and Recycling business and our Australian operations for all periods presented. Discontinued operations for the first quarter of 2007 also include the net operating results of the Fine Paper business and related assets.

Results of discontinued operations exclude certain general corporate overhead costs that have been allocated to and are included in contribution to earnings for the operating segments. Discontinued operations also include an allocation of net pension and postretirement income or expense. Discontinued operations related to Containerboard, Packaging and Recycling do not include any allocation of interest expense.

Summary results of discontinued operations:	Q1				Q2					Q3				Year-to-date				Q4			Year-to-date
	Q1 2008		Q1 2007		Q2 2008		Q2 2007			Q3 2008		Q3 2007		Q3 2008		Q3 2007		Q4 2007			Q4 2007
Net sales	$	1,351	$	1,831	$	1,436	$	1,375		$	514	$	1,349	$	3,301	$	4,555	$	1,383		$	5,938
Net earnings from operations (after-tax) (a)(b)(c)	$	87	$	64	$	111	$	85		$	16	$	106	$	214	$	255	$	91		$	346
Net gain (loss) on divestitures and sales (after-tax) (d)	$	—	$	721	$	—	$	(4	)	$	464	$	—	$	464	$	717	$	(22	)	$	695
Net earnings from discontinued operations	$	87	$	785	$	111	$	81		$	480	$	106	$	678	$	972	$	69		$	1,041

(a)	The second quarter of 2007 includes an after-tax $18 million gain on the sale of a previously closed box plant site.
(b)	The third quarter of 2007 includes after-tax income of $28 million from the settlement of litigation associated with an Ontario fine paper mill.
(c)	The fourth quarter of 2007 includes a one-time charge of $9 million related to a change in Mexican federal income tax laws.
(d)	The third quarter of 2008 includes an after-tax gain of $158 million on the sale of our Australian operations, and an after-tax gain of $303 million on the sale of the Containerboard, Packaging and Recycling business.

PRELIMINARY RESULTS — SUBJECT TO AUDIT

2

WEYERHAEUSER COMPANY
STATISTICAL INFORMATION (unaudited)
NET SALES AND REVENUES:
     (in millions)

	Q1						Q2						Q3						Year-to-date						Q4			Year-to-date
	March 30,			April 1,			June 29,			July 1,			Sept. 28,			Sept. 30,			Sept. 28,			Sept. 30,			Dec. 30,			Dec. 30,
	2008			2007			2008			2007			2008			2007			2008			2007			2007			2007
Timberlands:
Logs	$	143		$	170		$	174		$	172		$	180		$	168		$	497		$	510		$	150		$	660
Other products		54			64			50			42			74			84			178			190			72			262
		197			234			224			214			254			252			675			700			222			922
Wood Products:
Softwood lumber		361			574			403			647			393			580			1,157			1,801			440			2,241
Engineered solid section		105			155			121			185			114			155			340			495			113			608
Engineered I-Joists		73			117			86			147			79			124			238			388			79			467
Oriented strand board		105			152			110			153			113			151			328			456			133			589
Plywood		57			100			59			106			48			89			164			295			71			366
Hardwood lumber		80			90			80			99			72			89			232			278			77			355
Other products produced		49			50			51			64			63			61			163			175			51			226
Other products purchased for resale		136			232			161			261			124			200			421			693			154			847
		966			1,470			1,071			1,662			1,006			1,449			3,043			4,581			1,118			5,699
Cellulose Fibers:
Pulp		345			405			355			370			346			345			1,046			1,120			358			1,478
Liquid packaging board		67			56			74			72			73			61			214			189			58			247
Other products		33			21			31			28			28			30			92			79			28			107
		445			482			460			470			447			436			1,352			1,388			444			1,832
Fine Paper: (1)
Paper		—			432			—			—			—			—			—			432			—			432
Coated groundwood		—			26			—			—			—			—			—			26			—			26
Other products		—			1			—			—			—			—			—			1			—			1
		—			459			—			—			—			—			—			459			—			459
Containerboard, Packaging and Recycling: (2)
Containerboard		141			119			118			109			42			99			301			327			130			457
Packaging		987			951			1,074			1,043			388			1,015			2,449			3,009			1,010			4,019
Recycling		113			94			121			103			41			106			275			303			110			413
Bags		23			23			24			23			9			23			56			69			27			96
Other products		33			39			38			49			17			50			88			138			45			183
		1,297			1,226			1,375			1,327			497			1,293			3,169			3,846			1,322			5,168
Real Estate		371			487			354			559			329			598			1,054			1,644			715			2,359
Corporate and Other (3)		117			96			126			102			88			118			331			316			116			432
Less: sales of discontinued operations		(1,351	)		(1,831	)		(1,436	)		(1,375	)		(514	)		(1,349	)		(3,301	)		(4,555	)		(1,383	)		(5,938	)
	$	2,042		$	2,623		$	2,174		$	2,959		$	2,107		$	2,797		$	6,323		$	8,379		$	2,554		$	10,933

(1)	First quarter 2007 results include 9 weeks of operations for the Fine Paper business and related assets, prior to the distribution of these assets to Weyerhaeuser shareholders.
(2)	Third quarter 2008 results include 5 weeks of operations for the Containerboard, Packaging, and Recycling business, prior to the sale of this business to International Paper.
(3)	Third quarter 2008 results includes 4 weeks of operations for the Australian operations, prior to the sale of this business.

PRELIMINARY RESULTS — SUBJECT TO AUDIT

3

WEYERHAEUSER COMPANY
STATISTICAL INFORMATION (unaudited)
CONTRIBUTION (CHARGE) TO PRE-TAX EARNINGS:
          (in millions)

	REVISED (1)
	Q1						Q2						Q3						Year-to-date						Q4			Year-to-date
	March 30,			April 1,			June 29,			July 1,			Sept. 28,			Sept. 30,			Sept. 28,			Sept. 30,			Dec. 30,			Dec. 30,
	2008			2007			2008			2007			2008			2007			2008			2007			2007			2007
Timberlands (2)(3)(4)(6)(7)(8)	$	112		$	175		$	103		$	141		$	107		$	163		$	322		$	479		$	148		$	627
Wood Products (2)(3)(4)(6)(9)		(277	)		(167	)		(164	)		(123	)		(146	)		(131	)		(587	)		(421	)		(313	)		(734	)
Cellulose Fibers (2)(3)(4)(6)		56			22			42			48			78			79			176			149			80			229
Fine Paper (2)(3)(6)		—			20			—			—			—			—			—			20			—			20
Containerboard, Packaging and Recycling (2)(3)(4)(6)(10)		89			67			105			112			10			104			204			283			99			382
Real Estate (4)(6)(11)		(74	)		58			(337	)		64			(316	)		60			(727	)		182			22			204
Corporate and Other (2)(3)(4)(5)(6)(7)(12)		(41	)		580			111			(43	)		1,369			(14	)		1,439			523			(48	)		475
	$	(135	)	$	755		$	(140	)	$	199		$	1,102		$	261		$	827		$	1,215		$	(12	)	$	1,203

FOOTNOTES TO CONTRIBUTION (CHARGE) TO PRE-TAX EARNINGS
           (in millions)

(1)	First quarter 2007 results were revised to reflect an adjustment to reduce the pre-tax gain on the Domtar Transaction by $53 million. This adjustment is included in Corporate and Other.
(2)	Restructuring charges (reversals) by segment:

														Year-to-date								Year-to-date
	Q1 2008		Q1 2007		Q2 2008		Q2 2007		Q3 2008			Q3 2007		Q3 2008			Q3 2007		Q4 2007			2007
Timberlands	$	—	$	—	$	—	$	1	$	—		$	2	$	—		$	3	$	(2	)	$	1
Wood Products		—		2		4		—		1			4		5			6		14			20
Cellulose Fibers		—		—		—		—		—			3		—			3		—			3
Fine Paper		—		—		—		—		—			—		—			—		—			—
Containerboard, Packaging and Recycling		—		—		—		1		(1	)		—		(1	)		1		1			2
Corporate and Other		1		1		35		—		10			7		46			8		3			11
	$	1	$	3	$	39	$	2	$	10		$	16	$	50		$	21	$	16		$	37

	The above restructuring charges include costs incurred within the company’s discontinued operations.
(3)	Closure charges by segment:

													Year-to-date						Year-to-date
	Q1 2008		Q1 2007		Q2 2008		Q2 2007		Q3 2008		Q3 2007		Q3 2008		Q3 2007		Q4 2007		2007
Timberlands	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Wood Products		53		3		30		15		—		19		83		37		78		115
Cellulose Fibers		—		—		—		—		—		—		—		—		—		—
Fine Paper		—		2		—		—		—		—		—		2		—		2
Containerboard, Packaging and Recycling		8		2		3		3		—		—		11		5		3		8
Corporate and Other		—		—		—		1		—		—		—		1		—		1
	$	61	$	7	$	33	$	19	$	—	$	19	$	94	$	45	$	81	$	126

	The above closure charges include costs incurred within the company’s discontinued operations.
(4)	Share-based compensation charges recognized by segment:

													Year-to-date						Year-to-date
	Q1 2008		Q1 2007		Q2 2008		Q2 2007		Q3 2008		Q3 2007		Q3 2008		Q3 2007		Q4 2007		2007
Timberlands	$	1	$	1	$	—	$	—	$	1	$	1	$	2	$	2	$	—	$	2
Wood Products		3		2		2		2		1		1		6		5		1		6
Cellulose Fibers		2		2		—		—		1		—		3		2		1		3
Containerboard, Packaging and Recycling		3		1		2		2		5		1		10		4		1		5
Real Estate		2		2		1		1		—		—		3		3		1		4
Corporate and Other		15		14		2		5		5		—		22		19		2		21
	$	26	$	22	$	7	$	10	$	13	$	3	$	46	$	35	$	6	$	41

	The above share-based compensation charges include costs incurred within the company’s discontinued operations.
(5)	Net foreign exchange gains (losses) included in Corporate and Other:

														Year-to-date							Year-to-date
Q1 2008			Q1 2007		Q2 2008		Q2 2007		Q3 2008			Q3 2007		Q3 2008			Q3 2007		Q4 2007		2007
$	(11	)	$	7	$	4	$	34	$	(11	)	$	2	$	(18	)	$	43	$	6	$	49

  The above foreign exchange gains (losses) include costs incurred within the company’s discontinued operations.

PRELIMINARY RESULTS — SUBJECT TO AUDIT

4

WEYERHAEUSER COMPANY
STATISTICAL INFORMATION (unaudited)
FOOTNOTES TO CONTRIBUTION (CHARGE) TO PRE-TAX EARNINGS (CONTINUED)
          (in millions)

(6)	Effective with the first quarter of 2008, the company’s normal pension credits (costs) are no longer being allocated to the Weyerhaeuser operating segments. Effective with the third quarter of 2008, the company’s normal postretirement credits (costs) are no longer being allocated to the Weyerhaeuser operating segments. Normal Weyerhaeuser pension and postretirement credits (costs) are reported in the Corporate and Other segment with the exception of certain union-negotiated postretirement benefits that are reflected in the Cellulose Fibers segment. Pension and postretirement credits (costs) related to real estate operations are reported in the Real Estate segment.
	The information presented below excludes gains (losses) for plan curtailments, settlements and special termination benefits. These items are included in net gains from divestitures, gain from changes in postretirement benefit plans and charges for facility closures that are separately addressed in these footnotes.
	Pension credits (costs) recognized by segment, excluding charges for curtailments, settlements and special termination benefits:

														Year-to-date							Year-to-date
	Q1 2008		Q1 2007		Q2 2008		Q2 2007		Q3 2008		Q3 2007			Q3 2008		Q3 2007			Q4 2007		2007
Timberlands	$	—	$	1	$	—	$	1	$	—	$	1		$	—	$	3		$	1	$	4
Wood Products		—		5		—		11		—		13			—		29			10		39
Cellulose Fibers		—		—		—		4		—		2			—		6			2		8
Fine Paper		—		1		—		—		—		—			—		1			—		1
Containerboard, Packaging and Recycling		—		3		—		10		—		9			—		22			8		30
Real Estate		1		—		—		—		1		(1	)		2		(1	)		—		(1	)
Corporate and Other		38		—		30		1		50		—			118		1			2		3
	$	39	$	10	$	30	$	27	$	51	$	24		$	120	$	61		$	23	$	84

Postretirement credits (costs) recognized by segment, excluding charges for curtailments, settlements and special termination benefits:

																			Year-to-date									Year-to-date
	Q1 2008			Q1 2007			Q2 2008			Q2 2007			Q3 2008			Q3 2007			Q3 2008			Q3 2007			Q4 2007			2007
Timberlands	$	(1	)	$	(1	)	$	(1	)	$	(1	)	$	—		$	(1	)	$	(2	)	$	(3	)	$	(1	)	$	(4	)
Wood Products		(7	)		(6	)		(6	)		(7	)		—			(6	)		(13	)		(19	)		(10	)		(29	)
Cellulose Fibers		(3	)		(3	)		(3	)		(2	)		(1	)		(4	)		(7	)		(9	)		(3	)		(12	)
Fine Paper		—			(1	)		—			—			—			—			—			(1	)		—			(1	)
Containerboard, Packaging and Recycling		(5	)		(4	)		(5	)		(4	)		—			(5	)		(10	)		(13	)		(7	)		(20	)
Real Estate		(1	)		(1	)		(1	)		(1	)		(1	)		—			(3	)		(2	)		(1	)		(3	)
Corporate and Other		(6	)		(7	)		(7	)		(6	)		12			(5	)		(1	)		(18	)		(13	)		(31	)
	$	(23	)	$	(23	)	$	(23	)	$	(21	)	$	10		$	(21	)	$	(36	)	$	(65	)	$	(35	)	$	(100	)

(7) Effective July 2008, Weyerhaeuser’s international operations outside of North America are reported as part of the Timberlands segment. These operations, which consist primarily of timberlands and related converting operations in South America, were previously reported as part of the Corporate and Other segment. Segment results for prior quarters have been recast to reflect these operations in a consistent manner. Results of the company’s discontinued Australian operations and the company’s joint venture investment in Uruguay, prior to its restructuring in second quarter of 2008, continue to be reported in the Corporate and Other segment.

(8) Additional Timberlands notes:

2007:

(a) The fourth quarter includes a charge of $10 million for storm-related casualty losses and a gain of $27 million on the sale of an export facility.

(9) Additional Wood Products notes:

2008:

(a)	The first quarter includes a charge of $18 million for a reserve for litigation.
(b)	The second quarter includes a gain of $7 million on the sale of property.
(c)	The third quarter includes charges of $31 million for asset impairments related to Wood Products facilities, $6 million of goodwill impairment and income of $13 million for a reduction in the reserve for hardboard siding claims.

2007:

(d)	The first quarter includes charges of $22 million for the impairment of goodwill associated with Canadian distribution facilities and $34 million in asset impairments related to Wood Products facilities.
(e)	The second quarter includes a charge of $17 million for the settlement of litigation, charges of $12 million for asset impairments related to Wood Products facilities and $6 million in additional charges related to the sale of Canadian distribution facilities.
(f)	The third quarter includes $7 million of income from the sale of a veneer facility and a previously closed distribution center site, charges of $4 million for the settlement of litigation and $4 million for restructuring activities.
(g)	The fourth quarter includes charges of $7 million in goodwill impairments, and $6 million in asset impairments and a gain of $3 million on the sale of a facility.

PRELIMINARY RESULTS — SUBJECT TO AUDIT

5

WEYERHAEUSER COMPANY
STATISTICAL INFORMATION (unaudited)
FOOTNOTES TO CONTRIBUTION (CHARGE) TO PRE-TAX EARNINGS (CONTINUED)
          (in millions)

(10) Additional Containerboard, Packaging and Recycling notes:

2008:

(a)	The first quarter includes an $11 million benefit resulting from the cessation of depreciation on assets held for sale and $6 million of insurance proceeds related to a fire at the Closter, NJ box plant.
(b)	The second quarter includes a $72 million benefit resulting from the cessation of depreciation on assets held for sale, income of $5 million from the sale of property, and charges of $6 million for litigation expenses.
(c)	The third quarter includes only 5 weeks of operations as the sale of our Containerboard, Packaging and Recycling business to International Paper was completed on August 4, 2008.

2007:

(d)	The second quarter includes a $29 million gain on the sale of a previously closed box plant site in California and $3 million in charges related to a fire at the Closter, NJ box plant.
(e)	The third quarter includes $3 million of income related to the sale of a previously closed box plant site.

(11) Additional Real Estate notes:

2008:

(a)	The first quarter includes charges of $33 million for the impairment of homebuilding assets, $18 million related to WRI investment activities and $4 million for the write-off of pre-acquisition costs.
(b)	The first and third quarters include net losses on land and lot sales of $2 million and $87 million, respectively, or $89 million year-to-date.
(c)	The second quarter includes charges of $246 million for the impairment of homebuilding assets, $57 million related to WRI investment activities and $9 million for the write-off of pre-acquisition costs.
(d)	The third quarter includes charges of $226 million for the impairment of homebuilding assets, $6 million related to WRI investment activities and $3 million for the write-off of pre-acquisition costs, partially offset by income of $12 million from a commercial partnership investment.

2007:

(e)	The first, second, third, and fourth quarters include net gains on land and lot sales of $3 million, $3 million, $30 million, and $79 million, respectively, or $115 million year-to-date.
(f)	The first, second and third quarters each include charges of $1 million, and the fourth quarter includes charges of $3 million, or $6 million year-to-date for the write-off of pre-acquisition costs.
(g)	The second quarter includes a gain of $42 million on the sale of an apartment project.
(h)	The second, third, and fourth quarters include charges for the impairment of long-lived assets of $12 million, $23 million, and $93 million, respectively, or $128 million year-to-date.

(12) Additional Corporate and Other notes:

2008:

(a)	The first quarter includes charges of $17 million for a change in accounting for environmental remediation liability reserves and $5 million for the impairment of interest that was previously capitalized on Real Estate assets.
(b)	The second quarter includes a $101 million estimated pre-tax gain from the restructuring of our investments in Uruguay, a $52 million pre-tax gain from changes in our postretirement benefit plans covering salaried employees, a charge of $35 million for corporate restructuring activities, and a charge of $23 million for the impairment of interest that was previously capitalized on Real Estate assets.
(c)	The third quarter includes a $1.17 billion pre-tax gain from the sale of the Containerboard, Packaging and Recycling business, a $217 million pre-tax gain from the sale of our Australian operations, a charge of $18 million for corporate restructuring activities, and a charge of $19 million for the impairment of interest that was previously capitalized on Real Estate assets.

2007:

(d)	The first quarter includes a $629 million pre-tax gain, the second quarter includes charges of $4 million, and the fourth quarter includes charges of $19 million related to the distribution of the Fine Paper business and related assets to Weyerhaeuser shareholders.
(e)	The second quarter includes a $23 million charge for legal settlements and a contract termination.
(f)	The third quarter includes a $43 million gain on the settlement of litigation and charges of $20 million for restructuring activities and the transition to a new IT service provider.
(g)	The fourth quarter includes a gain of $9 million on the sale of our New Zealand joint venture.

PRELIMINARY RESULTS — SUBJECT TO AUDIT

6

WEYERHAEUSER COMPANY
STATISTICAL INFORMATION (unaudited)
THIRD PARTY SALES VOLUMES:
          (in millions)

	Q1				Q2				Q3				Year-to-date				Q4		Year-to-date
	March 30,		April 1,		June 29,		July 1,		Sept. 28,		Sept. 30,		Sept. 28,		Sept. 30,		Dec. 30,		Dec. 30,
	2008		2007		2008		2007		2008		2007		2008		2007		2007		2007
Timberlands (thousands):
Logs — cunits		811		751		964		761		875		805		2,650		2,317		764		3,081
Wood Products (millions):
Softwood lumber — board feet		1,257		1,657		1,252		1,805		1,197		1,654		3,706		5,116		1,422		6,538
Engineered solid section — cubic feet		6		7		6		10		6		8		18		25		5		30
Engineered I-Joists — lineal feet		56		82		70		108		63		92		189		282		56		338
Oriented strand board — square feet (3/8”)		671		942		637		899		595		835		1,903		2,676		790		3,466
Plywood — square feet (3/8”)		154		310		160		305		135		240		449		855		194		1,049
Hardwood lumber — board feet		87		89		88		99		83		93		258		281		82		363
Cellulose Fibers (thousands):
Pulp — air-dry metric tons		442		594		447		524		422		470		1,311		1,588		482		2,070
Liquid packaging board — tons		71		67		78		82		77		72		226		221		65		286
Fine Paper (thousands): (1)
Paper — tons		—		461		—		—		—		—		—		461		—		461
Coated groundwood — tons		—		38		—		—		—		—		—		38		—		38
Paper converting — tons		—		318		—		—		—		—		—		318		—		318
Containerboard, Packaging and Recycling (thousands): (2)
Containerboard — tons		285		259		234		230		84		205		603		694		263		957
Packaging — MSF		17,537		17,754		18,343		18,965		6,686		18,751		42,566		55,470		18,102		73,572
Recycling — tons		628		654		677		656		251		632		1,556		1,942		638		2,580
Kraft bags and sacks — tons		23		25		24		23		9		25		56		73		26		99
Real Estate:
Single-family homes sold		926		1,684		748		1,139		537		734		2,211		3,557		595		4,152
Single-family homes closed		844		976		869		1,062		720		1,145		2,433		3,183		1,244		4,427
Single-family homes sold but not closed at end of period		1,306		2,207		1,185		2,284		1,002		1,873		1,002		1,873		1,224		1,224

(1)	First quarter 2007 results include 9 weeks of operations for Fine Paper and related assets, prior to the distribution of these assets to Weyerhaeuser shareholders.
(2)	Third quarter 2008 results include 5 weeks of operations for the Containerboard, Packaging, and Recycling business, prior to the sale of this business to International Paper.

PRELIMINARY RESULTS — SUBJECT TO AUDIT

7

WEYERHAEUSER COMPANY
STATISTICAL INFORMATION (unaudited)
TOTAL PRODUCTION VOLUMES:
          (in millions)

	Q1				Q2				Q3				Year-to-date				Q4		Year-to-date
	March 30,		April 1,		June 29,		July 1,		Sept. 28,		Sept. 30,		Sept. 28,		Sept. 30,		Dec. 30,		Dec. 30,
	2008		2007		2008		2007		2008		2007		2008		2007		2007		2007
Timberlands (thousands):
Fee depletion — cunits		2,093		2,140		2,177		2,038		2,061		2,029		6,331		6,207		1,937		8,144
Wood Products (millions):
Softwood lumber — board feet		1,187		1,427		1,180		1,451		1,107		1,405		3,474		4,283		1,207		5,490
Engineered solid section — cubic feet		6		6		6		9		6		8		18		23		5		28
Engineered I-Joists — lineal feet		58		87		61		114		60		91		179		292		47		339
Oriented strand board — square feet (3/8”)		697		968		670		847		585		834		1,952		2,649		779		3,428
Plywood — square feet (3/8”)		74		114		95		115		89		110		258		339		84		423
Hardwood lumber — board feet		71		73		67		75		64		80		202		228		66		294
Cellulose Fibers (thousands):
Pulp — air-dry metric tons		455		539		417		419		452		445		1,324		1,403		448		1,851
Liquid packaging board — tons		64		60		77		77		75		72		216		209		74		283
Fine Paper (thousands): (1)
Paper — tons (2)		—		444		—		—		—		—		—		444		—		444
Coated groundwood — tons		—		43		—		—		—		—		—		43		—		43
Paper converting — tons		—		318		—		—		—		—		—		318		—		318
Containerboard, Packaging and Recycling (thousands): (3)
Containerboard — tons (4)		1,558		1,515		1,488		1,506		593		1,575		3,639		4,596		1,510		6,106
Packaging — MSF		18,356		19,007		19,087		19,721		6,933		19,547		44,376		58,275		18,946		77,221
Recycling — tons (5)		1,563		1,619		1,755		1,589		605		1,838		3,923		5,046		1,609		6,655
Kraft bags and sacks — tons		22		23		22		23		8		23		52		69		24		93

(1)	First quarter 2007 results include 9 weeks of operations for Fine Paper and related assets, prior to the distribution of these assets to Weyerhaeuser shareholders.
(2)	Paper production includes unprocessed rolls and converted paper volumes.
(3)	Third quarter 2008 results include 5 weeks of operations for the Containerboard, Packaging, and Recycling business, prior to the sale of this business to International Paper.
(4)	Containerboard production represents machine production and includes volumes that are further processed into packaging and kraft bags and sacks by company facilities.
(5)	Recycling production includes volumes processed in Weyerhaeuser recycling facilities that are consumed by company facilities and brokered volumes.

PRELIMINARY RESULTS — SUBJECT TO AUDIT

8

WEYERHAEUSER COMPANY
STATISTICAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
     (in millions)

	March 30,		June 29,		Sept. 28,		Dec. 30,
	2008		2008		2008		2007
Assets
Weyerhaeuser
Current assets:
Cash and cash equivalents	$	46	$	70	$	4,096	$	78
Short-term investments		—		—		701		—
Receivables, less allowances		760		754		658		651
Inventories		805		721		712		795
Prepaid expenses		149		133		113		164
Deferred tax assets		146		150		164		132
Current assets of held for sale		1,207		1,265		21		1,194
Total current assets		3,113		3,093		6,465		3,014
Property and equipment		3,950		4,011		4,021		4,112
Construction in progress		321		239		121		289
Timber and timberlands at cost, less fee stumpage charged to disposals		3,812		4,021		4,041		3,769
Investments in and advances to equity affiliates		308		192		196		285
Goodwill		932		931		919		947
Deferred pension and other assets		2,499		2,538		2,259		2,446
Restricted assets held by special purpose entities		914		916		914		916
Noncurrent assets held for sale		4,197		4,247		10		4,248
		20,046		20,188		18,946		20,026
Real Estate
Cash and cash equivalents		16		8		3		21
Receivables, less allowances		60		77		84		63
Real estate in process of development and for sale		1,190		993		860		1,270
Land being processed for development		1,675		1,600		1,453		1,622
Investments in unconsolidated entities, less reserves		43		46		41		58
Other assets		458		581		615		473
Consolidated assets not owned		268		218		214		273
		3,710		3,523		3,270		3,780
Total assets	$	23,756	$	23,711	$	22,216	$	23,806
Liabilities
Weyerhaeuser
Current liabilities:
Notes payable and commercial paper	$	151	$	164	$	—	$	54
Current maturities of long-term debt		807		870		880		507
Accounts payable		493		507		449		586
Accrued liabilities		862		938		2,211		957
Current liabilities held for sale		469		508		4		503
Total current liabilities		2,782		2,987		3,544		2,607
Long-term debt		6,058		5,996		5,440		6,059
Deferred income taxes		2,562		2,666		2,683		2,554
Deferred pension, other postretirement benefits and other liabilities		1,634		1,265		1,235		1,657
Liabilities (nonrecourse to Weyerhaeuser) held by special purpose entities		763		764		764		765
Noncurrent liabilities held for sale		743		769				748
		14,542		14,447		13,666		14,390
Real Estate
Notes payable and commercial paper		—		—		2		—
Long-term debt		956		1,096		501		775
Other liabilities		360		343		334		432
Consolidated liabilities not owned		198		132		108		228
		1,514		1,571		945		1,435
Shareholders’ Interest
Total liabilities		16,056		16,018		14,611		15,825
Shareholders’ interest		7,700		7,693		7,605		7,981
Total liabilities and shareholders’ interest	$	23,756	$	23,711	$	22,216	$	23,806

WEYERHAEUSER COMPANY
STATISTICAL INFORMATION
STATEMENT OF CASH FLOWS
SELECTED INFORMATION (unaudited)
     (in millions)

	Q1						Q2						Q3						Year-to-date						Q4			Year-to-date
	March 30,			April 1,			June 29,			July 1,			Sept. 28,			Sept. 30,			Sept. 28,			Sept. 30,			Dec. 30,			Dec. 30,
	2008			2007			2008			2007			2008			2007			2008			2007			2007			2007
Net cash from operations	$	(285	)	$	(284	)	$	219		$	165		$	(101	)	$	197		$	(167	)	$	78		$	555		$	633
Cash paid for property and equipment(1)	$	(98	)	$	(114	)	$	(107	)	$	(140	)	$	(77	)	$	(176	)	$	(282	)	$	(430	)	$	(232	)	$	(662	)
Cash paid for timberlands reforestation(1)	$	(16	)	$	(12	)	$	(11	)	$	(12	)	$	(9	)	$	(8	)	$	(36	)	$	(32	)	$	(12	)	$	(44	)
Cash received from issuances of debt	$	—		$	—		$	—		$	—		$	—		$	451		$	—		$	451		$	170		$	621
Revolving credit facilities, notes and commercial paper borrowings, net	$	534		$	291		$	257		$	76		$	(1,101	)	$	108		$	(310	)	$	475		$	(432	)	$	43
Payments on debt	$	(4	)	$	(466	)	$	(103	)	$	(1,091	)	$	(262	)	$	(54	)	$	(369	)	$	(1,611	)	$	(5	)	$	(1,616	)
Proceeds from the sale of operations	$	21		$	1,350		$	41		$	—		$	6,351		$	107		$	6,413		$	1,457		$	172		$	1,629
Repurchases of common stock	$	—		$	—		$	—		$	(22	)	$	—		$	(441	)	$	—		$	(463	)	$	(10	)	$	(473	)

(1) Capital spending is Weyerhaeuser only and excludes Real Estate.

PRELIMINARY RESULTS—SUBJECT TO AUDIT

9