SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 11-K

þ		ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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

For the fiscal year ended December 31, 2007

WEYERHAEUSER COMPANY
HOURLY 401(k) PLAN — NUMBER TWO

 

WEYERHAEUSER COMPANY
A Washington Corporation
Federal Way, Washington 98063
Telephone: (253) 924-2345

 

 

Financial Statements and Exhibit

Item 4:

Plan Financial Statements prepared in accordance with the financial reporting requirements of ERISA.

Weyerhaeuser Company Hourly 401(k) Plan — Number Two statements of net assets available for benefits as of December 31, 2007 and 2006, and the related statement of changes in net assets available for benefits for the year ended December 31, 2007 together with report of Independent Registered Public Accounting Firm.

Exhibit:

Consent of Independent Registered Public Accounting Firm

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the members of the Committee who administer the Weyerhaeuser Company Hourly 401(k) Plan — Number Two have duly caused this Annual Report to be signed by the undersigned hereunto duly authorized.

WEYERHAEUSER COMPANY
HOURLY 401(k) PLAN — NUMBER TWO

Financial Statements

December 31, 2007 and 2006

(With Report of Independent Registered Public Accounting Firm Thereon)

Report of Independent Registered Public Accounting Firm

The Administrative Committee
Weyerhaeuser Company:

We have audited the accompanying statements of net assets available for benefits of the Weyerhaeuser Company Hourly 401(k) Plan — Number Two as of December 31, 2007 and 2006, and the related statement of changes in net assets available for benefits for the year ended December 31, 2007. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2007 and 2006, and the changes in net assets available for benefits for the year ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Seattle, Washington
June 23, 2008

WEYERHAEUSER COMPANY
HOURLY 401(k) PLAN — NUMBER TWO

Statements of Net Assets Available for Benefits

December 31, 2007 and 2006

(Dollar amounts in thousands)

		2007				2006
Assets:
Plan interest in the Weyerhaeuser Company 401(k) and Performance Share Plan Trust:
Participant directed investments at fair value:
Shares of registered investment company funds:
Vanguard 500 Index Fund		$	17,753			$	20,743
Vanguard Extended Market Index Fund			4,848				4,981
Vanguard Prime Money Market Fund			1,141				1,112
Vanguard Target Retirement 2005 Fund			71				492
Vanguard Target Retirement 2015 Fund			1,667				1,255
Vanguard Target Retirement 2025 Fund			500				295
Vanguard Target Retirement 2035 Fund			730				256
Vanguard Target Retirement 2045 Fund			155				55
Vanguard Target Retirement Income Fund			83				—
Vanguard Total Bond Market Index Fund			493				428
Vanguard Total International Stock Index Fund			3,557				2,995
Vanguard Wellesley Income Fund			4,134				4,816
Weyerhaeuser Stable Value Fund			15,385				15,148
Weyerhaeuser Company Stock Fund			10,335				—
Nonparticipant directed investment in Weyerhaeuser Company Stock Fund at fair value			—				13,073
Total investments			60,852				65,649
Employer contributions receivable			24				276
Net assets reflecting all investments at fair value			60,876				65,925
Adjustment from fair value to contract value for fully benefit-responsive investment contracts			(41	)			185
Net assets available for benefits		$	60,835			$	66,110

See accompanying notes to financial statements.

WEYERHAEUSER COMPANY
HOURLY 401(k) PLAN — NUMBER TWO

Statement of Changes in Net Assets Available for Benefits

Year Ended December 31, 2007

(Dollar amounts in thousands)

Additions:
Contributions:
Employer matching		$	644
Employer performance share			24
Participant			2,651
Total contributions			3,319
Net investment income from the Weyerhaeuser Company 401(k) and Performance Share Plan Trust			4,362
Total additions			7,681
Deductions:
Benefits paid to participants			12,888
Net decrease prior to plan transfers			(5,207	)
Plan transfers, net			(68	)
Net decrease			(5,275	)
Net assets available for benefits:
Beginning of year			66,110
End of year		$	60,835

See accompanying notes to financial statements.

WEYERHAEUSER COMPANY
HOURLY 401(k) — NUMBER TWO

Notes to Financial Statements

December 31, 2007 and 2006

(1)		Description of the Plan
		The following description of the Weyerhaeuser Company Hourly 401(k) Plan — Number Two (the Plan) provides only general information. Participants should refer to the summary plan description and plan document for a more complete description of the Plan’s provisions.

	(a)		General
			The Plan is a defined contribution plan and was established November 3, 1988. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended.
			Any hourly employee of a participating location of Weyerhaeuser Company (the Company) and its subsidiaries as listed in the Plan’s legal document is eligible to participate in the Plan.
			Vanguard Fiduciary Trust Company acts as the trustee, recordkeeper, and investment manager for the Plan. Therefore, the Vanguard investment transactions qualify as party-in-interest and related party transactions.
	(b)		Corporate Transaction
			Effective March 7, 2007, the Company completed a transaction combining its Fine Paper business and related assets with Domtar, Inc., forming Domtar Corporation (Domtar). Under the terms of the transaction, Company shareholders were allowed to voluntarily exchange shares of Company common stock for Domtar common stock (Domtar Stock). Domtar Stock was not available as an investment option under the Plan. As a result of the transaction, certain Plan participants became employees of Domtar on the transaction effective date. Accordingly, these participants, as former employees of the Company, can elect to take distributions of their accounts in accordance with Plan provisions.
	(c)		Weyerhaeuser Company Stock Fund Dividend and Voting Rights
			The portion of the Plan invested in the Weyerhaeuser Company Stock Fund is an Employee Stock Ownership Plan. Participants may elect to have any dividends due to them reinvested in the Weyerhaeuser Company Stock Fund or paid in cash. To the extent set forth by the terms of the Plan, participants may exercise voting rights by providing instructions to the trustee related to the number of whole shares of stock represented by the units of the Weyerhaeuser Company Stock Fund allocated to their accounts. Shares of stock for which the trustee does not receive instructions from participants are voted in the same proportions — for and against, respectively — as shares for which the trustee receives participant voting instructions.
	(d)		Contributions
			The Plan includes a qualified cash or deferred arrangement as described in Section 401(k) of the Internal Revenue Code (IRC) that allows participants to designate any whole percent of their eligible compensation to be contributed to the Plan, subject to certain limitations imposed under the IRC.
			Participant contributions may be suspended under certain circumstances, at a participant’s request or upon a hardship withdrawal.

(Continued)

WEYERHAEUSER COMPANY
HOURLY 401(k) — NUMBER TWO

Notes to Financial Statements

December 31, 2007 and 2006

The Plan provides for a matching contribution to be made by the Company. During 2007, the two possible Company matching levels were as follows:

	(1)		The first 5% of eligible compensation designated by each participant as the participant’s contribution is matched by the Company at a rate of 50%.
	(2)		The first 7% of eligible compensation designated by each participant as the participant’s contribution is matched by the Company at a rate of 70%.

Matching levels may vary for specific employee groups participating in the Plan. For information regarding the level of Company matching contributions for a specific employee group, refer to the Plan’s legal document. All employer matching contributions are initially invested in the Weyerhaeuser Company Stock Fund. Effective January 1, 2007, participants may transfer employer matching contributions at any time. Prior to January 1, 2007, participants could diversify the investment of such contributions only upon reaching full vesting status.

Performance share contributions under the Plan, if any, are determined annually by the Weyerhaeuser Company Board of Directors (the Board) in its sole and absolute discretion. Generally, such performance share contributions are based on measures established by the Board for this purpose and are stated as a percentage of eligible participants’ eligible pay. Performance share contributions (if any) are made to specified groups of hourly employees as provided in the Plan’s legal document. Performance share contribution levels declared by the Board may vary by business division and contributions are funded subsequent to the plan year end. For the year ended December 31, 2007, eligible employees of Weyerhaeuser Real Estate Company (WRECO) and its subsidiaries received a performance share contribution of 2% of eligible compensation. For the year ended December 31, 2007, participants of the Plan who are not employees of WRECO and its subsidiaries did not receive a performance share contribution.

Performance share contributions are initially invested in the Weyerhaeuser Company Stock Fund. Effective January 1, 2007, participants may transfer performance share contributions at any time. Prior to January 1, 2007, participants could diversify the investment of such contributions only upon reaching full vesting status.

	(e)		Participant Accounts
			An individual account is maintained for each plan participant to reflect his or her share of the Plan’s income, participant contributions and employer contributions. Allocations of income are based on the number of units of the various investment funds assigned to each participant’s account.
	(f)		Vesting
			The interest of a participant in the employer contributions and earnings thereon becomes fully vested upon the earliest date of one of the following events: (1) attainment of the requisite vesting service as described below, (2) retirement at normal or early retirement age under the employer’s retirement plan, (3) attaining age 65, (4) death or total and permanent disability while in the employer’s employ, (5) termination of service due to a plant closure or (6) upon termination of the Plan. The Plan also

(Continued)

WEYERHAEUSER COMPANY
HOURLY 401(k) — NUMBER TWO

Notes to Financial Statements

December 31, 2007 and 2006

provides 100% vesting for all involuntary terminations except for violations of certain Company employee conduct standards as set forth in the Plan.

All employees on January 1, 2002, who are eligible to participate in the Plan on or after that date, are 100% vested in their matching contribution accounts. Employees hired after January 1, 2002 vest in their employer matching contributions and earnings thereon after six years of vesting service according to the following schedule.

		Percent
Years of vesting service		vested
Less than two years of service			0	%
Two years of service			20
Three years of service			40
Four years of service			60
Five years of service			80
Six or more years of service			100

Effective December 31, 2005, all employees who were eligible to participate in the Weyerhaeuser Company Performance Share Plan (the Performance Share Plan) on such date, and all other participants in the Performance Share Plan who had a balance in the Performance Share Plan as of such date, are 100% vested in their performance share contribution accounts. Employees who first become participants after December 31, 2005 fully vest in any performance share contributions and earnings thereon upon six years of vesting service according to the foregoing vesting schedule.

If a participant is not fully vested in his/her matching and/or performance share contributions upon severance of employment and does not return to active employment with the Company within five years, the participant forfeits his/her matching and/or performance share contributions to the extent they are not vested. Forfeited employer contributions are used to reduce future Company contributions. During 2007, approximately $31,000 of forfeitures were used to reduce employer contributions. Unallocated forfeitures were approximately $7,000 and $24,000 as of December 31, 2007 and 2006, respectively.

	(g)		Investment Options
			Participants are allowed to change their investment election for future contributions at any time. Participants have the option to invest up to 100% of their contributions, in 1% increments, in any of the fourteen investment options listed below:

Weyerhaeuser Company Stock Fund
Vanguard 500 Index Fund
Vanguard Extended Market Index Fund
Vanguard Prime Money Market Fund
Vanguard Target Retirement 2005 Fund
Vanguard Target Retirement 2015 Fund
Vanguard Target Retirement 2025 Fund

(Continued)

WEYERHAEUSER COMPANY
HOURLY 401(k) — NUMBER TWO

Notes to Financial Statements

December 31, 2007 and 2006

Vanguard Target Retirement 2035 Fund
Vanguard Target Retirement 2045 Fund
Vanguard Target Retirement Income Fund
Vanguard Total Bond Market Index Fund
Vanguard Total International Stock Index Fund
Vanguard Wellesley Income Fund
Weyerhaeuser Stable Value Fund

Participants may reallocate on a daily basis their accounts related to participant contributions and, effective January 1, 2007, accounts related to employer contributions among the investment options offered by the Plan that the participants have selected. Prior to January 1, 2007, participants could reallocate their accounts related to employer contributions upon meeting the criteria described in note 1(d).

The information related to the Weyerhaeuser Company Stock Fund included in the statement of net assets available for benefits as of December 31, 2006 includes both participant directed and nonparticipant directed investments. These amounts cannot be separately determined. As allowed under Statement of Position 99-3, Accounting for and Reporting of Certain Defined Contribution Plan Investments and Other Disclosure Matters, the entire investment is deemed to be nonparticipant directed for purposes of this disclosure.

	(h)		Valuation Frequency
			Account balances are valued on a daily basis.
	(i)		Payment of Benefits
			Participant contributions and amounts in the participant’s rollover portion of the account may be withdrawn for financial hardship. Participant contributions may also be withdrawn after attaining age 59 1/2. The participant’s vested interest in his or her employer matching contribution, performance share contribution and rollover portions of the account may be withdrawn two full calendar years after the date of the contribution or rollover, after five years of service or after attaining age 59 1/2. In addition, a participant may elect to receive in cash any cash dividends paid with respect to units of the Weyerhaeuser Company Stock Fund allocated to the participant’s account or to direct payment to the participant’s account for reinvestment in the Weyerhaeuser Company Stock Fund. Additional distribution options (as described in the Plan) may be available to participants who participated in a plan that was merged into the Plan.
			Participants who have terminated employment and whose vested account balance exceeds $5,000 shall receive a distribution of their entire interest in the Plan when they so elect or at age 65. Participants whose accounts are valued at $5,000 or less receive a distribution of their entire interest in the Plan at the time of termination. Terminated participants with balance less than $5,000 and more than $1,000 receive a distribution in the form of a rollover to an individual retirement account, unless the participants elect otherwise. The nonvested portions of the participants’ accounts are forfeited upon distribution of the account or after a five-year period of severance, whichever is earlier.

(Continued)

WEYERHAEUSER COMPANY
HOURLY 401(k) — NUMBER TWO

Notes to Financial Statements

December 31, 2007 and 2006

	(j)		Expenses of the Plan
			The employer generally pays the costs of administering the Plan, including fees and expenses of the trustee, the recordkeeper and the external auditor. Brokerage fees, stock transfer taxes, and other investment management fees directly incurred by the trustee in buying and selling any assets of each fund are paid by the trust out of such fund as a part of the cost of such assets, or as a reduction of the proceeds received from the sale of such assets. Participants are charged a 2% redemption fee for transfers from the Vanguard Total International Stock Index Fund (the International Fund) when the investment in the International Fund has been held for less than two months. The 2% fee is calculated on the amount transferred and is paid back into the International Fund. These fees, if any, are included as a component of net investment income in the statement of changes in net assets available for benefits.

(2)

Summary of Accounting Policies

	(a)		Basis of Accounting
			The financial statements of the Plan are prepared under the accrual method of accounting in accordance with U.S. generally accepted accounting principles.
			As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit—Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined—Contribution Health and Welfare and Pension Plans (the FSP), investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. As required by the FSP, the statements of net assets available for benefits present the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The statement of changes in net assets available for benefits is prepared on a contract value basis. See also note 6.
	(b)		Participation in the Master Trust and Unit Accounting
			All of the Plan’s investments are held in the Weyerhaeuser Company 401(k) and Performance Share Plan Trust (the Master Trust), which was established to hold the investments of the Plan and other Weyerhaeuser Company 401(k) and Performance Share plans. As of December 31, 2007 and 2006, the Master Trust holds assets of four 401(k) plans of the Company. The Master Trust and the Plan use unit accounting for recordkeeping purposes. Each “unit” represents a portion of ownership in a fund.
	(c)		Investment Valuation and Interest in the Master Trust at Fair Value
			The interest in the Master Trust at fair value includes the value of fund assets plus any accrued income. Investments in shares of registered investment company funds are reported at fair value based on quoted market prices. The fair value of the Weyerhaeuser Stable Value Fund is calculated

(Continued)

WEYERHAEUSER COMPANY
HOURLY 401(k) — NUMBER TWO

Notes to Financial Statements

December 31, 2007 and 2006

by discounting the related cash flows based on the Ryan yield curve and the fair values of the underlying investments and the wrapper contracts. The Weyerhaeuser Company Stock Fund is valued at fair value based on its year-end unit closing price (comprised of year-end market price plus cash equivalent position held if any). Participant loans are valued at cost.

	(d)		Income Recognition and Net Investment Income from the Master Trust
			Within the Master Trust, purchases and sales of securities are recorded on a trade-date basis. Interest income is accrued when earned. Dividends are recorded on the ex-dividend basis. The change in fair value of assets from one period to the next and realized gains and losses are recorded as net appreciation in fair value of investments. Total investment income of the Master Trust as presented in note 7 is allocated to each plan investing in the Master Trust based on the units of each fund held by the plan and plan specific participant loans.
	(e)		Risks and Uncertainties
			The Master Trust assets are invested in a variety of investments. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits.
	(f)		Estimates
			The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates.
	(g)		Payment of Benefits
			Benefits are recorded when paid.
	(h)		Impact of New Accounting Standards and Interpretation
			In June 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109 (FIN 48), which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 was effective for fiscal years beginning after December 15, 2006. The Plan’s adoption of FIN 48 on January 1, 2007 did not have a material impact on the statement of net assets available for benefits or statement of changes in net assets available for benefits.

(Continued)

WEYERHAEUSER COMPANY
HOURLY 401(k) — NUMBER TWO

Notes to Financial Statements

December 31, 2007 and 2006

In September 2006, the FASB issued SFAS No.157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 applies only to fair value measurements already required or permitted by other accounting standards and does not impose requirements for additional fair value measures. SFAS No.157 was issued to increase consistency and comparability in reporting fair values. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Plan does not expect the adoption of SFAS No. 157 to have a material impact on the statement of net assets available for benefits or statement of changes in net assets available for benefits.

(3)		Plan Termination
		Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA and the IRC. In the event of plan termination, participants will become fully vested in their accounts.
(4)		Tax Status
		The Plan has received a favorable determination letter from the Internal Revenue Service stating that the Plan qualifies under Section 401(a) of the IRC. The Plan has subsequently been amended. Management believes the Plan is designed and is currently being operated in compliance with the applicable requirements of Section 401(a) of the IRC, and as a result, is exempt from federal income taxes under Section 501(a) of the IRC. Employees who participate in the Plan are subject to federal income tax on distributions from the Plan in accordance with the provisions of Section 402 of the IRC.
(5)		Plan Transfers
		Plan transfers represent the net amount of participant account balances transferred during the year from the Plan to other plans within the Master Trust as a result of the participants changing employment within the Company and the related changes in their eligibility status.
(6)		Guaranteed Investment Contracts
		Fully benefit-responsive guaranteed investment contracts (GICs) and synthetic guaranteed investment contracts (Synthetic GICs) (the Contracts) included in the Weyerhaeuser Stable Value Fund are valued at contract value, which represents the principal balance of the Contracts, plus accrued interest at the stated contract rate, less payments received and contract charges by the insurance companies. The GICs are issued by a variety of insurance companies. The GIC issuers are contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Plan through the Master Trust. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. The Synthetic GICs are investments that simulate the performance of a traditional GIC through the use of Vanguard fixed income common commingled trust funds and benefit-responsive wrapper contracts issued by insurance companies to provide market and cash flow protection at stated interest rates. The contract value of the Synthetic GICs held in the Master Trust is comprised of wrappers and common commingled trust funds which total $(2.7) million and $357.9 million, respectively, as of December 31, 2007. The contract value of the Synthetic GICs held in the Master Trust was comprised of wrappers and common

(Continued)

WEYERHAEUSER COMPANY
HOURLY 401(k) — NUMBER TWO

Notes to Financial Statements

December 31, 2007 and 2006

commingled trust funds which total $4.5 million and $390.9 million, respectively, as of December 31, 2006.

The contracts do not permit the insurance companies to terminate the agreements prior to the scheduled maturity dates. There are no reserves against contract value for credit risk of the contract issuers or otherwise.

Certain events may limit the ability of the Plan to transact at contract value with the issuer. Such events include the following: (a) amendments to the plan documents (including complete or partial plan termination or merger with another plan) (b) changes to the Plan’s prohibition on competing investment options or deletion of equity wash provisions; (c) bankruptcy of the plan sponsor or other plan sponsor events (e.g. divestitures or spin-offs of a subsidiary) which cause a significant withdrawal from the Plan or (d) the failure of the trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA. The plan administrator does not believe that the occurrence of any such value event, which would limit the Plan’s ability to transact at contract value with participants is probable.

Under the terms of the Contracts, the crediting interest rates are determined quarterly based on the insurance companies’ applicable rate schedules. The aggregate average yield of the Contracts in the Master Trust for the years ended December 31, 2007 and 2006 was 4.7% and 4.6%, respectively. The aggregate average yield credited to participants in the plans in the Master Trust for the years ended December 31, 2007 and 2006 was 4.6% and 4.5%, respectively.

(Continued)

WEYERHAEUSER COMPANY
HOURLY 401(k) — NUMBER TWO

Notes to Financial Statements

December 31, 2007 and 2006

(7)		Interest in Master Trust
		At December 31, 2007 and 2006, the Plan’s interest in the net assets of the Master Trust was approximately 2%. The following table presents the values of investments held by the Master Trust as of December 31, 2007 and 2006 and the investment income for the year ended December 31, 2007:

		December 31,
		2007				2006
		(Dollar amounts in thousands)
Investments:
Investments in shares of registered investment company funds and Company stock at fair value:
Weyerhaeuser Company Stock Fund including cash equivalents of $1,669 and $0, respectively		$	473,264			$	588,963
Vanguard 500 Index Fund			760,117				851,401
Vanguard Extended Market Index Fund			292,429				308,784
Vanguard Prime Money Market Fund			77,543				64,629
Vanguard Target Retirement 2005 Fund			22,402				11,531
Vanguard Target Retirement 2015 Fund			91,134				50,354
Vanguard Target Retirement 2025 Fund			56,678				25,542
Vanguard Target Retirement 2035 Fund			30,135				14,831
Vanguard Target Retirement 2045 Fund			19,245				9,723
Vanguard Target Retirement Income Fund			6,512				1,812
Vanguard Total Bond Market Index Fund			77,650				57,850
Vanguard Total International Stock Index Fund			263,162				202,207
Vanguard Wellesley Income Fund			316,549				333,341
Investments in Weyerhaeuser Stable Value Fund at fair value (wrapper contracts at $0 fair value):
Traditional guaranteed investment contracts			69,823				100,026
Synthetic guaranteed investment contracts			360,585				386,408
Vanguard Prime Money Market Fund			56,818				78,374
Pending trades and other			(1,008	)			373
Participant loans			36				53
Total investment at fair value			2,973,074				3,086,202
Adjustment from fair value to contract value for fully benefit—responsive investment contracts			(1,283	)			6,910
Total investments		$	2,971,791			$	3,093,112

(Continued)

WEYERHAEUSER COMPANY
HOURLY 401(k) — NUMBER TWO

Notes to Financial Statements

December 31, 2007 and 2006

		For the year
		ended
		December 31,
		2007
		(Dollar amounts
		in thousands)
Investment income:
Net appreciation in fair value of investments:
Weyerhaeuser Company Stock Fund		$	40,392
Vanguard 500 Index Fund			30,656
Vanguard Extended Market Index Fund			10,872
Vanguard Target Retirement 2005 Fund			585
Vanguard Target Retirement 2015 Fund			2,858
Vanguard Target Retirement 2025 Fund			1,554
Vanguard Target Retirement 2035 Fund			853
Vanguard Target Retirement 2045 Fund			491
Vanguard Target Retirement Income Fund			114
Vanguard Total Bond Market Index Fund			1,274
Vanguard Total International Stock Index Fund			26,641
Vanguard Wellesley Income Fund			800
Dividend income			70,976
Interest income			24,197
Net investment income		$	212,263

(8)

Subsequent Events

	(a)		Corporate Transaction
			On March 17, 2008, the Company announced the sale of its Containerboard Packaging and Recycling business to International Paper. The transaction is subject to customary closing conditions. The transaction is currently expected to close in the second half of 2008. International Paper has committed financing for the entire purchase price. The Company’s Containerboard Packaging and Recycling business and International Paper will continue to operate separately until the transaction closes.
			Upon completion of the sale transaction, certain Plan participants will become employees of International Paper on the transaction effective date. Accordingly, these participants, as former employees of the Company, will be able to elect to take distributions of their accounts in accordance with Plan provisions.