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 22, 2004 ---------------------------------- (Date of earliest event report) WEYERHAEUSER COMPANY (Exact name of registrant as specified in charter) Washington 1-4825 91-0470860 ---------- ------ ---------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation or Number) organization) 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: ----- Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ----- Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ----- Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17 CFR 240.14d-2(b)) ----- Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17 CFR 240.13e-4(c)) TABLE OF CONTENTS Item 2.02. Results of Operations and Financial Condition SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C., 20549 ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On October 22, 2004, Weyerhaeuser Company issued a press release stating the following: Weyerhaeuser Reports Third Quarter Net Earnings of $594 Million, or $2.45 Per Diluted Share, on Net Sales of $5.8 Billion FEDERAL WAY, Wash. - Weyerhaeuser Company (NYSE: WY) today reported third quarter net earnings of $594 million, or $2.45 per diluted share, on net sales of $5.8 billion. This compares with $82 million, or 37 cents per diluted share, on net sales of $5.2 billion for the third quarter of 2003. Third quarter 2004 earnings include the following after-tax items: * A gain of $179 million, or 74 cents per diluted share, from a sale of timberlands in Georgia. * A gain of $16 million, or 7 cents per diluted share, from a tenure reallocation agreement with the British Columbia government. * A gain of $13 million, or 5 cents per diluted share, due to the reduction of the reserve for hardboard siding claims. * A charge of $7 million, or 3 cents per diluted share, related to the sale or closure of facilities. Third quarter 2003 earnings included the following after-tax items: * A charge of $32 million, or 14 cents per diluted share, for closure of facilities; * A charge of $15 million, or 7 cents per diluted share, associated with the settlement of a class action linerboard antitrust lawsuit; * A charge of $15 million, or 7 cents per diluted share, for integration and restructuring activities. Other significant third quarter financial matters include: * The company, including Real Estate and Related Assets, reduced outstanding debt by approximately $270 million to approximately $11.4 billion at the end of the quarter. In addition, cash and short-term investments increased by approximately $500 million in the third quarter due primarily to strong cash flows from operations and proceeds from the sale of timberlands in Georgia. The $1.2 billion balance of cash and short-term investments as of the end of the third quarter is largely expected to be applied to future debt repayment. * Capital spending, excluding Real Estate and Related Assets, for the first three quarters of 2004 was approximately $275 million. "Our strong quarterly earnings reflect favorable market conditions and contributions from all our businesses," said Steven R. Rogel, chairman, president and chief executive officer. "Our employees continue to do an outstanding job containing costs, increasing productivity and improving efficiency. While we expect to see normal seasonal downturns in the fourth quarter, we are well positioned in our markets." SUMMARY OF THIRD QUARTER FINANCIAL HIGHLIGHTS Millions (except per share data) 3Q 2004 3Q 2003 Change Net earnings $594 $82 $512 Diluted earnings per share $2.45 $0.37 $2.08 Net sales $5,849 $5,184 $665 SEGMENT RESULTS FOR THIRD QUARTER 2004 (Contributions to Pre-Tax Earnings) Millions 3Q 2004 3Q 2003 Change Timberlands $450 $143 $307 Wood Products $362 $151 $211 Pulp and Paper $80 ($18) $98 Containerboard, Packaging and Recycling $82 $42 $40 Real Estate and Related Assets $155 $97 $58 DISCUSSION AND OUTLOOK BY BUSINESS SEGMENT TIMBERLANDS 3Q 2004 2Q 2004 Change Contribution to earnings (millions) $450 $201 $249 Third quarter earnings include a $271 million pre-tax gain on the previously announced sale of timberlands in Georgia. Excluding this gain, earnings declined $22 million from the second quarter, reflecting a normal seasonal reduction in harvest activity in the West and abnormally wet weather in the South. Aside from disruption due to wet weather, hurricanes caused minimal damage to our timberlands. Prices for logs in both domestic and export markets increased slightly from the prior quarter. Fourth quarter earnings are expected to be similar to third quarter, excluding the third quarter sale of timberlands in Georgia. WOOD PRODUCTS 3Q 2004 2Q 2004 Change Contribution to earnings (millions) $362 $448 ($86) Third quarter earnings of $362 million include a $20 million pre-tax gain from the tenure reallocation agreement with the British Columbia government, and a $20 million reduction in the reserve for hardboard siding claims. This compares to second quarter earnings of $448 million, which included a $16 million pre-tax charge from an adverse judgment in a lawsuit. Housing starts remained high throughout the quarter, resulting in healthy demand for oriented strand board, plywood and lumber. Structural panel prices were volatile with average prices declining from the second quarter. In contrast, average prices for most lumber indicators were flat to slightly up from second quarter to third. The segment also benefited from earlier price increases in engineered lumber. The segment incurred $31 million in countervailing and anti-dumping duties and related costs on Canadian softwood lumber the company sold into the United States in the third quarter. This compares to $34 million in the second quarter. Fourth quarter earnings are expected to be lower than the third quarter, as lumber and structural panel prices decline from recent, very high levels. PULP AND PAPER 3Q 2004 2Q 2004 Change Contribution to earnings (millions) $80 $14 $66 Earnings increased during the quarter as uncoated free sheet paper prices improved across all product lines. Papergrade pulp prices increased during the quarter but have begun to decline. Fluff pulp prices improved early in the quarter and remained stable. Fine Paper prices strengthened throughout the quarter and are expected to continue to improve in the fourth quarter as a result of recent price increases. Fourth quarter earnings are expected to be slightly lower than the third quarter -- despite stable fluff pulp markets and increases in paper prices -- due to weakening papergrade pulp markets and costs associated with scheduled maintenance downtime. CONTAINERBOARD, PACKAGING AND RECYCLING 3Q 2004 2Q 2004 Change Contribution to earnings (millions) $82 $62 $20 Earnings improved over second quarter levels due primarily to price increases for both containerboard and boxes, as well as slightly lower costs for old corrugated containers. Third quarter results include pre-tax charges of $12 million related to facility closures. Customer demand for boxes is expected to remain healthy, but decline seasonally. The company expects higher fourth quarter earnings due primarily to increasing prices. REAL ESTATE AND RELATED ASSETS 3Q 2004 2Q 2004 Change Contribution to earnings (millions) $155 $118 $37 Third quarter earnings benefited from increased single-family home closings and higher margins, and from the sale of a multi-family site that generated a pre-tax gain of $18 million. The pace of single-family home sales during the third quarter declined seasonally compared to the prior quarter. However, the backlog of homes sold, but not closed, is approximately seven months. Fourth quarter earnings are expected to modestly exceed the third quarter because of increased closing volume and strong margins. OTHER The company will hold a live conference call at 7 a.m. PDT (10 a.m. EDT) on Oct. 22 to discuss the third quarter results. To access the conference call, listeners calling from within North America should dial 1-888-221-5699 at least 15 minutes prior to the start of the conference call. Those wishing to access the call from outside North America should dial 1-706-643-3795. Replays of the call will be available for one week following completion of the live call and can be accessed at 1-800-642-1687 (access code -- 1384680) within North America and at 1-706-645-9291 (access code -- 1384680) from outside North America. The call may also be accessed through Weyerhaeuser's Internet site at www.weyerhaeuser.com by clicking on the "Listen to our conference call" link. Weyerhaeuser Company (NYSE: WY), one of the world's largest integrated forest products companies, was incorporated in 1900. In 2003, sales were $19.9 billion. It has offices or operations in 18 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. ### 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. Some of these forward-looking statements can be identified by the use of forward-looking terminology such as "expects," "may," "will," "believes," "should," "approximately," anticipates," "estimates," and "plans," and the negative or other variations of those terms or comparable terminology or by discussions of strategy, plans or intentions. In particular, some of these forward-looking statements deal with expectations regarding the company's markets in the fourth quarter; expected earnings and performance of the company's business segments during the fourth quarter, demand and pricing for the company's products in the fourth quarter, debt repayment, capital spending, timber harvest in the fourth quarter, no major timberland sales in the fourth quarter, slowdown of housing construction in the fourth quarter, closings of home sales in the fourth quarter, scheduled maintenance downtime in the fourth quarter, new home sales and other 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 U.S. business segments; energy prices; performance of the company's manufacturing operations; the 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; fires, floods and other natural disasters; disruption of transportation and legal proceedings. 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 dumping duties imposed on the company's softwood lumber shipments from Canada to the United States. These and other factors that could cause or contribute to actual results differing materially from such forward looking statements are discussed in greater detail in the company's Securities and Exchange Commission filings. WEYERHAEUSER COMPANY STATISTICAL INFORMATION (unaudited) CONSOLIDATED EARNINGS Q1 Q2 Q3 March March June June Sept. Sept. (in millions) 28, 30, 27, 29, 26, 28, 2004 2003 2004 2003 2004 2003 Net sales and revenues: Weyerhaeuser (1) $4,568 $4,169 $5,369 $4,498 $5,258 $4,650 Real Estate and Related Assets 469 445 524 432 591 534 Total net sales and revenues 5,037 4,614 5,893 4,930 5,849 5,184 Costs and expenses: Weyerhaeuser: Costs of products sold 3,539 3,322 3,922 3,611 3,894 3,598 Depreciation, amortization and fee stumpage 325 321 328 313 326 320 Selling expenses 121 107 122 111 125 117 General and administrative expenses 241 231 235 232 229 249 Research and development expenses 12 12 13 12 13 10 Taxes other than payroll and income taxes 48 47 48 48 50 45 Charges for integration and restructuring 15 29 13 25 8 24 Charges for closure of facilities 1 22 -- 12 13 48 Other operating costs, net (2) (3) 14 37 42 (205) (318) 16 4,316 4,128 4,723 4,159 4,340 4,427 Real Estate and Related Assets: Costs and operating expenses 321 330 381 316 414 406 Depreciation and amortization 2 3 4 2 3 3 Selling expenses 27 24 30 25 31 27 General and administrative expenses 17 14 19 14 19 15 Taxes other than payroll and income taxes 1 1 -- 1 1 0 Other operating costs, net 1 (7) 1 -- (19) 2 369 365 435 358 449 453 Total costs and expenses 4,685 4,493 5,158 4,517 4,789 4,880 Operating income 352 121 735 413 1,060 304 Interest expense and other: Weyerhaeuser: Interest expense incurred (4) (195) (208) (218) (205) (184) (200) Less interest capitalized 3 5 1 6 0 3 Equity in income (loss) of affiliates -- (5) 7 3 4 (3) Interest income and other 3 6 5 6 7 3 Real Estate and Related Assets: Interest expense incurred (15) (14) (14) (13) (14) (13) Less interest capitalized 15 14 14 13 14 13 Equity in income of unconsolidated entities 9 5 20 7 12 11 Interest income and other 11 11 9 8 1 6 Earnings before income taxes and cumulative effect of a change in accounting principle 183 (65) 559 238 900 124 Income taxes (62) 22 (190) (81) (306) (42) Earnings before cumulative effect of a change in accounting principle 121 (43) 369 157 594 82 Cumulative effect of a change in accounting principle, net of applicable taxes of $6(5) -- (11) -- -- -- -- Net earnings (loss) $121 $(54) $369 $157 $594 $82 Basic net earnings (loss) per share: Net earnings (loss) before cumulative effect of a change in accounting principle $0.54 $(0.19) $1.57 $0.71 $2.46 $0.37 Cumulative effect of a change in accounting principle -- (0.05) -- -- -- -- Net earnings (loss) $0.54 $(0.24) $1.57 $0.71 $2.46 $0.37 Diluted net earnings (loss) per share: Net earnings (loss) before cumulative effect of a change in accounting principle $0.54 $(0.19) $1.57 $0.71 $2.45 $0.37 Cumulative effect of a change in accounting principle -- (0.05) -- -- -- -- Net earnings (loss) $0.54 $(0.24) $1.57 $0.71 $2.45 $0.37 Dividends paid per share $0.40 $0.40 $0.40 $0.40 $0.40 $0.40 Year CONSOLIDATED EARNINGS Year-to-date Q4 Ended (in millions) Sept. Sept. Dec. Dec. 26, 28, 28, 28, 2004 2003 2003 2003 Net sales and revenues: Weyerhaeuser (1) $15,195 $13,317 $4,527 $17,844 Real Estate and Related Assets 1,584 1,411 618 2,029 Total net sales and revenues 16,779 14,728 5,145 19,873 Costs and expenses: Weyerhaeuser: Costs of products sold 11,355 10,531 3,547 14,078 Depreciation, amortization and fee stumpage 979 954 353 1,307 Selling expenses 368 335 122 457 General and administrative expenses 705 712 238 950 Research and development expenses 38 34 17 51 Taxes other than payroll and income taxes 146 140 45 185 Charges for integration and restructuring 36 78 25 103 Charges for closure of facilities 14 82 45 127 Other operating costs, net (2) (3) (262) (152) (92) (244) 13,379 12,714 4,300 17,014 Real Estate and Related Assets: Costs and operating expenses 1,116 1,052 464 1,516 Depreciation and amortization 9 8 3 11 Selling expenses 88 76 31 107 General and administrative expenses 55 43 20 63 Taxes other than payroll and income taxes 2 2 1 3 Other operating costs, net (17) (5) (4) (9) 1,253 1,176 515 1,691 Total costs and expenses 14,632 13,890 4,815 18,705 Operating income 2,147 838 330 1,168 Interest expense and other: Weyerhaeuser: Interest expense incurred (4) (597) (613) (202) (815) Less interest capitalized 4 14 5 19 Equity in income (loss) of affiliates 11 (5) (1) (6) Interest income and other 15 15 2 17 Real Estate and Related Assets: Interest expense incurred (43) (40) (13) (53) Less interest capitalized 43 40 13 53 Equity in income of unconsolidated entities 41 23 (3) 20 Interest income and other 21 25 8 33 Earnings before income taxes and cumulative effect of a change in accounting principle 1,642 297 139 436 Income taxes (558) (101) (47) (148) Earnings before cumulative effect of a change in accounting principle 1,084 196 92 288 Cumulative effect of a change in accounting principle, net of applicable taxes of $6 (5) -- (11) -- (11) Net earnings (loss) $1,084 $185 $92 $277 Basic net earnings (loss) per share: Net earnings (loss) before cumulative effect of a change in accounting principle $4.65 $0.88 $0.41 $1.30 Cumulative effect of a change in accounting principle -- (0.05) -- (0.05) Net earnings (loss) $4.65 $0.83 $0.41 $1.25 Diluted net earnings (loss) per share: Net earnings (loss) before cumulative effect of a change in accounting principle $4.62 $0.88 $0.41 $1.30 Cumulative effect of a change in accounting principle -- (0.05) -- (0.05) Net earnings (loss) $4.62 $0.83 $0.41 $1.25 Dividends paid per share $1.20 $1.20 $0.40 $1.60 (1) The first, second and third quarters of 2004 include charges of $26 million, $34 million and $31 million, respectively, or $91 million year-to-date, for countervailing and anti-dumping duties and related costs. The first, second, third and fourth quarters of 2003 include charges of $24 million, $26 million, $25 million, and $22 million, respectively, or a total of $97 million for the year, for countervailing and anti-dumping duties and related costs. (2) The first, second and third quarters of 2004 include net foreign exchange gain (losses) of ($9) million, ($7) million and $16 million, respectively, for a total year-to-date net gain (loss) of zero. The 2003 first, second, third and fourth quarters include net foreign exchange gains (losses) of $35 million, $47 million, ($4) million, and $30 million, respectively, for a total net gain of $108 million for the year. These gains and losses result primarily from fluctuations in Canadian and New Zealand exchange rates. (3) The first quarter of 2004 includes a $49 million charge for the settlement of lawsuits involving the market for Pacific Northwest alder logs and a $33 million gain on the sale of an oriented strand board mill in Slave Lake, Alberta. The second quarter includes a $16 million charge resulting from an adverse judgment in a lawsuit involving the market for Pacific Northwest alder logs. The third quarter includes a $271 million gain on the sale of timberlands in Georgia, a $25 million gain from a tenure reallocation agreement with the British Columbia government, and a $20 million gain due to the reduction of the reserve for hardboard siding claims. The first quarter of 2003 includes a $79 million charge for a lawsuit involving the market for Pacific Northwest alder logs. 2003 second quarter includes a $144 million gain on the sales of timberlands in Washington state and a $25 million gain for the settlement of an insurance claim relating to the Cemwood litigation. 2003 third quarter includes a $23 million charge associated with the settlement of a class action linerboard antitrust lawsuit. 2003 fourth quarter includes a $61 million gain on the sales of timberlands in Tennessee and the Carolinas and an $8 million charge associated with the settlement of litigation related to workers compensation claims. (4) The second quarter of 2004 includes a $21 million charge for the early extinguishment of debt. (5) Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations, was adopted as of the beginning of 2003. WEYERHAEUSER COMPANY STATISTICAL INFORMATION (unaudited) Net sales and revenues (in millions): Q1 Q2 Q3 March March June June Sept. Sept. 28, 30, 27, 29, 26, 28, 2004 2003 2004 2003 2004 2003 Timberlands: Logs $193 $162 $211 $185 $197 $184 Other products 58 80 66 61 51 62 251 242 277 246 248 246 Wood Products: Softwood lumber 819 752 1,106 846 1,089 890 Plywood 221 165 263 173 237 219 Veneer 11 9 12 9 11 9 Composite panels 108 90 133 104 138 100 OSB 338 167 456 227 341 345 Hardwood lumber 81 80 94 86 83 75 Engineered lumber products 298 254 396 308 418 329 Logs 23 25 38 33 32 19 Other products 248 216 294 262 295 251 2,147 1,758 2,792 2,048 2,644 2,237 Pulp and Paper: Pulp 339 309 371 321 381 333 Paper 535 596 538 546 583 530 Coated groundwood 36 36 37 32 39 39 Liquid packaging board 49 47 53 52 53 50 Other products 10 6 13 6 15 5 969 994 1,012 957 1,071 957 Containerboard, Packaging and Recycling: Containerboard 81 77 80 81 94 73 Packaging 853 879 918 922 916 898 Recycling 80 60 91 63 87 60 Bags 19 20 18 20 20 19 Other products 33 33 34 35 43 40 1,066 1,069 1,141 1,121 1,160 1,090 Real Estate and Related Assets 469 445 524 432 591 534 Corporate and Other 135 106 147 126 135 120 $5,037 $4,614 $5,893 $4,930 $5,849 $5,184 Contribution (charge) to earnings: Q1 Q2 Q3 (in millions) March March June June Sept. Sept. 28, 30, 27, 29, 26, 28, 2004 2003 2004 2003 2004 2003 Timberlands (1) $159 $149 $201 $300 $450 $143 Wood Products (2) (3) (4) (5) 173 (150) 448 (53) 362 151 Pulp and Paper (6) (25) 10 14 (7) 80 (18) Containerboard, Packaging and Recycling (7) (8) 24 80 62 108 82 42 Real Estate and Related Assets (9) 120 95 118 91 155 97 Corporate and Other (10) (11) (12) (76) (46) (67) (2) (45) (94) $375 $138 $776 $437 $1,084 $321 Year Net sales and revenues (in millions): Year-to-date Q4 Ended Sept. Sept. Dec. Dec. 26, 28, 28, 28, 2004 2003 2003 2003 Timberlands: Logs $601 $531 $199 $730 Other products 175 203 61 264 776 734 260 994 Wood Products: Softwood lumber 3,014 2,488 793 3,281 Plywood 721 557 227 784 Veneer 34 27 12 39 Composite panels 379 294 99 393 OSB 1,135 739 370 1,109 Hardwood lumber 258 241 79 320 Engineered lumber products 1,112 891 288 1,179 Logs 93 77 28 105 Other products 837 729 246 975 7,583 6,043 2,142 8,185 Pulp and Paper: Pulp 1,091 963 342 1,305 Paper 1,656 1,672 510 2,182 Coated groundwood 112 107 33 140 Liquid packaging board 155 149 49 198 Other products 38 17 9 26 3,052 2,908 943 3,851 Containerboard, Packaging and Recycling: Containerboard 255 231 73 304 Packaging 2,687 2,699 845 3,544 Recycling 258 183 64 247 Bags 57 59 21 80 Other products 110 108 39 147 3,367 3,280 1,042 4,322 Real Estate and Related Assets 1,584 1,411 618 2,029 Corporate and Other 417 352 140 492 $16,779 $14,728 $5,145 $19,873 Contribution (charge) to earnings: Year (in millions) Year-to-date Q4 Ended Sept. Sept. Dec. Dec. 26, 28, 28, 28, 2004 2003 2003 2003 Timberlands (1) $810 $592 $185 $777 Wood Products (2) (3) (4) (5) 983 (52) 111 59 Pulp and Paper (6) 69 (15) (67) (82) Containerboard, Packaging and Recycling (7) (8) 168 230 32 262 Real Estate and Related Assets (9) 393 283 109 392 Corporate and Other (10) (11) (12) (188) (142) (34) (176) $2,235 $896 $336 $1,232 (1) The 2004 third quarter includes a $271 million gain on the sale of timberlands in Georgia and a $5 million gain from a tenure reallocation agreement with the British Columbia government. The 2003 second quarter includes a $144 million gain on the sales of timberlands in Washington state. The 2003 fourth quarter includes a $61 million gain on the sale of timberlands in Tennessee and the Carolinas. (2) The first, second and third quarters of 2004 include charges of $26 million, $34 million and $31 million, respectively, or $91 million year-to-date, for countervailing and anti-dumping duties and related costs. The first, second, third and fourth quarters of 2003 include charges of $24 million, $26 million, $25 million, and $22 million, respectively, or a total of $97 million for the year, for countervailing and anti-dumping duties and related costs. (3) The first quarter of 2004 includes a $49 million charge for the settlement of lawsuits involving the market for Pacific Northwest alder logs. The second quarter of 2004 includes a $16 million charge resulting from an adverse judgment in a lawsuit involving the market for Pacific Northwest alder logs. The third quarter of 2004 includes a $20 million gain due to the reduction of the reserve for hardboard siding claims. The first quarter of 2003 includes a $79 million charge for a lawsuit involving the market for Pacific Northwest alder logs. (4) The third quarter of 2004 includes a $20 million gain from a tenure reallocation agreement with the British Columbia government. (5) The first quarter of 2004 includes a credit of $2 million for the reversal of closure costs accrued in prior years and a $33 million gain on the sale of an oriented strand board mill in Slave Lake, Alberta. The second quarter of 2004 includes a $5 million net loss on the sale of facilities. The third quarter of 2004 includes a $2 million net gain on the sale or closure of facilities. The 2003 first, second, third and fourth quarters include costs for the closure of facilities of $22 million, $11 million, $31 million, and $14 million, respectively. 2003 second quarter also includes a charge of $16 million to recognize impairment associated with an impending facility sale that closed in the fourth quarter of 2003. (6) The 2004 second quarter includes a $2 million asset impairment charge related to assets held for sale. 2003 second quarter includes $3 million of closure costs. 2003 fourth quarter includes $30 million of closure costs. (7) The third quarter of 2003 includes a $23 million charge associated with the settlement of a class action linerboard antitrust lawsuit. (8) The first quarter of 2004 includes closure costs of $3 million. The second quarter of 2004 includes a net gain of $1 million on the sales of a facility and a joint venture investment. The third quarter of 2004 includes closure costs of $12 million, including a pension termination charge of $9 million related to a closure that occurred in a previous year. The 2003 second quarter includes the reversal of an accrual for closure charges of $2 million. The 2003 third and fourth quarters include closure costs of $17 million and $1 million, respectively. (9) The first quarter of 2004 includes a $22 million gain on a land sale. The third quarter of 2004 includes a gain of $18 million on the sale of a multi-family site. The 2003 first quarter includes gains of $8 million for the sale of two office buildings and $10 for the sale of an apartment complex. The 2003 second quarter includes a gain of $12 million for the sale of commercial property. The 2003 fourth quarter includes a $7 million gain on an acreage sale. (10) The 2003 second quarter includes a $6 million charge to reflect the final settlement in connection with the termination of the former MacMillan Bloedel pension plan for U.S. employees. (11) The 2003 second quarter includes a $25 million gain for the settlement of an insurance claim relating to the Cemwood litigation. The 2003 fourth quarter includes an $8 million charge for the settlement of litigation related to workers compensation claims. (12) The first, second and third quarters of 2004 include net foreign exchange gains (losses) of ($10) million, ($6) million and $16 million, for a net zero gain (loss) year-to-date. 2003 results include net foreign exchange gains (losses) of $35 million in the first quarter, $46 million in the second quarter, ($4) million in the third quarter, and $30 million in the fourth quarter, for a net 2003 gain of $107 million. These gains and losses result primarily from fluctuations in Canadian and New Zealand exchange rates. WEYERHAEUSER COMPANY STATISTICAL INFORMATION (unaudited) Third party sales volumes: Q1 Q2 Q3 March March June June Sept. Sept. 28, 30, 27, 29, 26, 28, 2004 2003 2004 2003 2004 2003 Timberlands (thousands): Logs - cunits 1,044 984 954 1,006 904 987 Wood Products (millions): Softwood lumber - board feet 2,054 2,175 2,393 2,385 2,299 2,298 Plywood - square feet (3/8") 642 664 668 697 672 688 Veneer - square feet (3/8") 55 62 60 63 55 56 Composite panels - square feet (3/4") 301 267 324 304 315 302 Oriented strand board - square feet (3/8") 981 1,025 1,143 1,206 1,078 1,129 Hardwood lumber - board feet 100 106 116 113 99 103 Logs - cunits (in thousands) 170 170 279 230 237 189 Pulp and Paper (thousands): Pulp - air-dry metric tons 624 623 642 596 633 632 Paper - tons 741 737 718 690 737 707 Coated groundwood - tons 59 61 61 55 60 64 Liquid packaging board - tons 66 60 72 67 69 64 Paper converting - tons 483 502 472 472 481 478 Containerboard, Packaging and Recycling (thousands): Containerboard - tons 250 221 221 233 245 214 Packaging - MSF 18,146 17,752 18,917 18,577 18,287 18,545 Recycling - tons 678 593 701 566 645 538 Kraft bags and sacks - tons 24 25 23 24 23 25 Real Estate and Related Assets: Single-family homes sold 1,506 1,289 1,564 1,321 1,313 1,239 Single-family homes closed 1,065 1,010 1,216 1,003 1,345 1,182 Single-family homes sold but not closed at end of period 2,702 2,161 3,050 2,479 3,018 2,536 Year Third party sales volumes: Year-to-date Q4 Ended Sept. Sept. Dec. Dec. 26, 28, 28, 28, 2004 2003 2003 2003 Timberlands (thousands): Logs - cunits 2,902 2,977 1,148 4,125 Wood Products (millions): Softwood lumber - board feet 6,746 6,858 2,123 8,981 Plywood - square feet (3/8") 1,982 2,049 616 2,665 Veneer - square feet (3/8") 170 181 58 239 Composite panels - square feet (3/4") 940 873 289 1,162 Oriented strand board - square feet (3/8") 3,202 3,360 1,001 4,361 Hardwood lumber - board feet 315 322 105 427 Logs - cunits (in thousands) 686 589 210 799 Pulp and Paper (thousands): Pulp - air-dry metric tons 1,899 1,851 628 2,479 Paper - tons 2,196 2,134 688 2,822 Coated groundwood - tons 180 180 54 234 Liquid packaging board - tons 207 191 65 256 Paper converting - tons 1,436 1,452 430 1,882 Containerboard, Packaging and Recycling (thousands): Containerboard - tons 716 668 222 890 Packaging - MSF 55,350 54,874 17,867 72,741 Recycling - tons 2,024 1,697 593 2,290 Kraft bags and sacks - tons 70 74 26 100 Real Estate and Related Assets: Single-family homes sold 4,383 3,849 1,156 5,005 Single-family homes closed 3,626 3,195 1,431 4,626 Single-family homes sold but not closed at end of period 3,018 2,536 2,261 2,261 Total production volumes: Q1 Q2 Q3 March March June June Sept. Sept. 28, 30, 27, 29, 26, 28, 2004 2003 2004 2003 2004 2003 Timberlands (thousands): Fee Depletion - cunits 2,265 2,555 2,404 2,479 2,191 2,223 Wood Products (millions): Softwood lumber - board feet 1,760 1,842 1,881 1,825 1,819 1,742 Plywood - square feet (3/8") 422 478 405 412 405 414 Veneer - square feet (3/8") (1) 585 593 609 536 592 536 Composite panels - square feet (3/4") 268 231 281 252 272 253 Oriented strand board - square feet (3/8") 1,031 1,011 1,056 1,051 1,022 1,061 Hardwood lumber - board feet 89 98 96 93 84 93 Pulp and Paper (thousands): Pulp - air-dry metric tons 619 654 636 619 652 604 Paper - tons (2) 743 757 736 712 766 706 Coated groundwood - tons 55 62 61 55 62 61 Liquid packaging board - tons 61 56 67 68 71 72 Paper converting - tons 490 516 470 479 500 472 Containerboard, Packaging and Recycling (thousands): Containerboard - tons(3) 1,503 1,429 1,598 1,568 1,604 1,512 Packaging - MSF 19,493 18,977 20,208 19,955 19,473 19,865 Recycling - tons (4) 1,607 1,528 1,707 1,644 1,703 1,507 Kraft bags and sacks - tons 24 25 23 25 23 23 Total production volumes: Year Year-to-date Q4 Ended Sept. Sept. Dec. Dec. 26, 28, 28, 28, 2004 2003 2003 2003 Timberlands (thousands): Fee Depletion - cunits 6,860 7,257 2,171 9,428 Wood Products (millions): Softwood lumber - board feet 5,460 5,409 1,704 7,113 Plywood - square feet (3/8") 1,232 1,304 404 1,708 Veneer - square feet (3/8") (1) 1,786 1,665 534 2,199 Composite panels - square feet (3/4") 821 736 252 988 Oriented strand board - square feet (3/8") 3,109 3,123 1,047 4,170 Hardwood lumber - board feet 269 284 89 373 Pulp and Paper (thousands): Pulp - air-dry metric tons 1,907 1,877 645 2,522 Paper - tons (2) 2,245 2,175 658 2,833 Coated groundwood - tons 178 178 61 239 Liquid packaging board - tons 199 196 65 261 Paper converting - tons 1,460 1,467 415 1,882 Containerboard, Packaging and Recycling (thousands): Containerboard - tons (3) 4,705 4,509 1,494 6,003 Packaging - MSF 59,174 58,797 19,033 77,830 Recycling - tons (4) 5,017 4,679 1,537 6,216 Kraft bags and sacks - tons 70 73 25 98 (1) Veneer production represents lathe production and includes volumes that are further processed into plywood and engineered lumber products by company mills. (2) Paper production includes unprocessed rolls and converted paper volumes. (3) Containerboard production represents machine production and includes volumes that are further processed into packaging by company facilities. (4) Recycling production includes volumes processed in Weyerhaeuser recycling facilities and brokered volumes. WEYERHAEUSER COMPANY STATISTICAL INFORMATION CONDENSED CONSOLIDATED BALANCE SHEET (unaudited) (in millions) March June Sept. Dec. 28, 27, 26, 28, Assets 2004 2004 2004 2003 Weyerhaeuser Current assets: Cash and short-term investments $74 $725 $1,227 $171 Receivables, less allowances 1,701 1,860 1,804 1,484 Inventories 2,020 1,936 1,998 1,911 Prepaid expenses 471 488 527 455 Total current assets 4,266 5,009 5,556 4,021 Property and equipment 12,141 11,883 11,838 12,243 Construction in progress 251 279 242 403 Timber and timberlands at cost, less fee stumpage charged to disposals 4,279 4,244 4,193 4,287 Investments in and advances to equity affiliates 603 592 632 603 Goodwill 3,232 3,218 3,241 3,237 Deferred pension and other assets 1,287 1,273 1,243 1,311 26,059 26,498 26,945 26,105 Real Estate and Related Assets 2,078 2,225 2,339 2,004 Total assets $28,137 $28,723 $29,284 $28,109 Liabilities and Shareholders' Interest Weyerhaeuser Current liabilities: Notes payable and commercial paper $103 $2 $3 $4 Current maturities of long-term debt 1,129 445 490 90 Accounts payable 1,065 1,114 1,102 1,041 Accrued liabilities 1,212 1,323 1,337 1,390 Total current liabilities 3,509 2,884 2,932 2,525 Long-term debt 10,399 10,325 10,010 11,503 Deferred income taxes, pension, other postretirement benefits and other liabilities 5,694 5,789 5,880 5,671 19,602 18,998 18,822 19,699 Real Estate and Related Assets Notes payable and commercial paper 78 -- -- 1 Long-term debt 887 872 869 893 Other liabilities 356 443 534 407 1,321 1,315 1,403 1,301 Total liabilities 20,923 20,313 20,225 21,000 Shareholders' interest 7,214 8,410 9,059 7,109 Total liabilities and shareholders' interest $28,137 $28,723 $29,284 $28,109 STATEMENT OF CASH FLOWS Q1 Q2 Q3 March March June June Sept. Sept. SELECTED INFORMATION (unaudited) 28, 30, 27, 29, 26, 28, (in millions) 2004 2003 2004 2003 2004 2003 (Weyerhaeuser only, excludes Real Estate & Related Assets) Net cash from operations $(120) $(126) $807 $397 $586 $557 Cash paid for property and equipment (79) (128) (80) (172) (93) (146) Cash paid for timberlands reforestation (12) (14) (6) (5) (5) (6) Cash received from issuances of debt -- 1 -- -- -- 12 Revolving credit facilities, notes and commercial paper borrowings, net 98 599 (100) (333) -- 166 Payments on debt (60) (251) (813) (14) (253) (509) Proceeds from equity offering -- -- 954 -- -- -- STATEMENT OF CASH FLOWS Year Year-to-date Q4 Ended Sept. Sept. Dec. Dec. SELECTED INFORMATION (unaudited) 26, 28, 28, 28, (in millions) 2004 2003 2003 2003 (Weyerhaeuser only, excludes Real Estate & Related Assets) Net cash from operations $1,273 $828 $821 $1,649 Cash paid for property and equipment (252) (446) (146) (592) Cash paid for timberlands reforestation (23) (25) (9) (34) Cash received from issuances of debt -- 13 31 44 Revolving credit facilities, notes and commercial paper borrowings, net (2) 432 (750) (318) Payments on debt (1,126) (774) (50) (824) Proceeds from equity offering 954 -- -- -- ### 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/ Steven J. Hillyard Its: Vice President and Chief Accounting Officer Date: October 22, 2004