<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>f10qsep02.txt
<DESCRIPTION>10-Q SEPT 2002
<TEXT>

                    SECURITIES AND EXCHANGE COMMISSION
                    ----------------------------------
                         Washington, D.C.  20549

                                FORM 10-Q


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

                For the thirty-nine weeks ended September 29, 2002, or

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

                For the transition period from  _______ to _______

                        Commission File Number 1-4825

                           WEYERHAEUSER COMPANY
        A Washington Corporation              (IRS Employer Identification
                                                    No. 91-0470860)
                      Federal Way, Washington 98063-9777

                         Telephone (253) 924-2345

            Securities registered pursuant to Section 12(b) of the Act:

                                              Name of Each Exchange on
     Title of Each Class                          Which Registered
------------------------------                -------------------------
Common Shares ($1.25 par value)               Chicago Stock Exchange
                                              New York Stock Exchange
                                              Pacific Stock Exchange

Exchangeable Shares (no par value)            Toronto Stock Exchange


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes  X  No
                                                    ---   ---
The number of shares outstanding of the registrant's class of common stock,
as of November 1, 2002, was 218,947,525 common shares ($1.25 par value).

<PAGE>
Weyerhaeuser Company
-2-

                         WEYERHAEUSER COMPANY AND SUBSIDIARIES

                             Index to Form 10-Q Filing
                   For the thirty-nine weeks ended September 29, 2002

                                                            Page No.
                                                            --------
Officer Certifications                                       3-4
Part I.  Financial Information

Item 1.  Financial Statements
         Consolidated Statement of Earnings                  5
         Consolidated Balance Sheet                          6-7
         Consolidated Statement of Cash Flows                8-9
         Notes to Financial Statements                       10-30

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations       31-40

Item 3.  Quantitative and Qualitative Disclosures
         About Market Risk                                   41

Item 4.  Controls and Procedures                             42

Part II. Other Information

Item 1.  Legal Proceedings                                   43
Item 2.  Changes in Securities                               (not applicable)
Item 3.  Defaults upon Senior Securities                     (not applicable)
Item 4.  Submission of Matters to a Vote of Security Holders (not applicable)
Item 5.  Other Information                                   (not applicable)
Item 6.  Exhibits and Reports on Form 8-K                    43

The financial information included in this report has been prepared in
conformity with accounting practices and methods reflected in the financial
statements included in the annual report (Form 10-K) filed with the
Securities and Exchange Commission for the year ended December 30, 2001.
Though not audited by independent public accountants, the financial
information reflects, in the opinion of management, all adjustments necessary
to present a fair statement of results for the interim periods indicated.
The results of operations for the thirty-nine week period ended
September 29, 2002, should not be regarded as necessarily indicative of the
results that may be expected for the full year.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.

                                        WEYERHAEUSER COMPANY

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

November 12, 2002
<PAGE>
Weyerhaeuser Company -3-

                            CERTIFICATIONS

I, Steven R. Rogel, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Weyerhaeuser
   Company;

2. Based on my knowledge, this quarterly report does not contain any untrue
   statement of a material fact or omit to state a material fact necessary to
   make the statements made, in light of the circumstances under which such
   statements were made, not misleading with respect to the period covered by
   this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
   information included in this quarterly report, fairly present in all
   material respects the financial condition, results of operations and cash
   flows of the registrant as of, and for, the periods presented in this
   quarterly report;

4. The registrant's other certifying officers and I are responsible for
   establishing and maintaining disclosure controls and procedures (as
   defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
   we have:

     a) designed such disclosure controls and procedures to ensure that
        material information relating to the registrant, including its
        consolidated subsidiaries, is made known to us by others within those
        entities, particularly during the period in which this quarterly
        report is being prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls
        and procedures as of a date within 90 days prior to the filing date
        of this quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about the
        effectiveness of the disclosure controls and procedures based on our
        evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
   our most recent evaluation, to the registrant's auditors and the audit
   committee of the registrant's board of directors (or persons performing
   the equivalent function):

     a) all significant deficiencies in the design or operation of internal
        controls which could adversely affect the registrant's ability to
        record, process, summarize and report financial data and have
        identified for the registrant's auditors any material weaknesses in
        internal controls; and

     b) any fraud, whether or not material, that involves management or other
        employees who have a significant role in the registrant's internal
        controls; and

6. The registrant's other certifying officers and I have indicated in this
   quarterly report whether or not there were significant changes in internal
   controls or in other factors that could significantly affect internal
   controls subsequent to the date of our most recent evaluation, including
   any corrective actions with regard to significant deficiencies and
   material weaknesses.

                         Date:  November 12, 2002

                         /s/  Steven R. Rogel
                         ----------------------------
                         Steven R. Rogel
                         Chairman, President and Chief Executive Officer
<PAGE>
Weyerhaeuser Company -4-

I, William C. Stivers, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Weyerhaeuser
   Company;

2. Based on my knowledge, this quarterly report does not contain any untrue
   statement of a material fact or omit to state a material fact necessary to
   make the statements made, in light of the circumstances under which such
   statements were made, not misleading with respect to the period covered by
   this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
   information included in this quarterly report, fairly present in all
   material respects the financial condition, results of operations and cash
   flows of the registrant as of, and for, the periods presented in this
   quarterly report;

4. The registrant's other certifying officers and I are responsible for
   establishing and maintaining disclosure controls and procedures (as
   defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
   we have:

     a) designed such disclosure controls and procedures to ensure that
        material information relating to the registrant, including its
        consolidated subsidiaries, is made known to us by others within those
        entities, particularly during the period in which this quarterly
        report is being prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls
        and procedures as of a date within 90 days prior to the filing date
        of this quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about the
        effectiveness of the disclosure controls and procedures based on our
        evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
   our most recent evaluation, to the registrant's auditors and the audit
   committee of the registrant's board of directors (or persons performing
   the equivalent function):

     a) all significant deficiencies in the design or operation of internal
        controls which could adversely affect the registrant's ability to
        record, process, summarize and report financial data and have
        identified for the registrant's auditors any material weaknesses in
        internal controls; and

     b) any fraud, whether or not material, that involves management or other
        employees who have a significant role in the registrant's internal
        controls; and

6. The registrant's other certifying officers and I have indicated in this
   quarterly report whether or not there were significant changes in internal
   controls or in other factors that could significantly affect internal
   controls subsequent to the date of our most recent evaluation, including
   any corrective actions with regard to significant deficiencies and
   material weaknesses.

                         Date:  November 12, 2002

                         /s/  William C. Stivers
                         ----------------------------
                         William C. Stivers
                         Executive Vice President and Chief Financial Officer
<PAGE>
Weyerhaeuser Company -5-

                     WEYERHAEUSER COMPANY AND SUBSIDIARIES
                     -------------------------------------
                      CONSOLIDATED STATEMENT OF EARNINGS
         For the periods ended September 29, 2002 and September 30, 2001
                (Dollar amounts in millions except per-share data)
                                 (Unaudited)

<TABLE>
<CAPTION>
                                Thirteen weeks ended Thirty-nine weeks ended
                                 --------------------  ----------------------
                                  Sept. 29,  Sept. 30,   Sept. 29,  Sept. 30,
                                    2002       2001        2002       2001
                                 ---------  ---------  ---------   ----------
<s>                             <c>         <c>         <c>        <c>
Net sales and revenues:
 Weyerhaeuser                    $  4,444    $  3,360    $ 12,584   $ 10,050
 Real estate and related assets       468         392       1,285      1,097
                                 --------    --------    --------   --------
Total net sales and revenues        4,912       3,752      13,869     11,147
                                 --------    --------    --------   --------
Costs and expenses:
 Weyerhaeuser:
  Costs of products sold           3,598        2,659       9,992      7,795
  Depreciation, amortization and
    fee stumpage                     304          223         879        648
  Selling expenses                   116           95         335        286
  General and administrative
    expenses                         201          148         618        501
  Research and development expenses   11           11          36         38
  Taxes other than payroll and
    income taxes                      48           38         139        113
  Other operating costs, net (Note 13)19           24          (4)        77
  Charges for integration of
    facilities (Note 14)              17            4          42         23
  Charges for closure of
    facilities (Note 15)              --           32          55         32
                                 --------    --------    --------   --------
                                   4,314        3,234      12,092      9,513
                                 --------    --------    --------   --------
Real estate and related assets:
 Costs and operating expenses        359          301         967        824
 Depreciation and amortization         1            2           4          5
 Selling expenses                     23           23          68         61
 General and administrative expenses  14            4          35         30
 Taxes other than payroll and
   income taxes                        1            1           3          4
 Other operating costs, net            6           (2)         --         (4)
                                  --------    --------    --------   --------
                                     404          329       1,077        920
                                  --------    --------    --------   --------
Total costs and expenses           4,718        3,563      13,169     10,433
                                  --------    --------    --------   --------
Operating income                     194          189         700        714

Interest expense and other:
 Weyerhaeuser:
   Interest expense incurred        (214)         (93)       (579)      (268)
   Interest capitalized               16            6          36         16
   Equity in income (loss) of
     affiliates (Note 4)              (6)           5         (12)        35
   Interest income and other           9            4          20         14
 Real estate and related assets:
   Interest expense incurred         (12)         (17)        (38)       (54)
   Interest capitalized               12           16          38         49
   Equity in income of unconsolidated
     entities (Note 4)                10            4          22         21
   Interest income and other          11            8          25         13
                                  --------    --------    --------   --------
Earnings before income taxes and
   extraordinary item                 20          122         212        540
Income taxes (Note 5)                 (7)         (31)        (74)      (171)
                                  --------    --------    --------   --------
Earnings before extraordinary item    13           91         138        369
Extraordinary item, net of tax
   benefit of $12 (Note 16)           --           --         (23)        --
                                  --------    --------    --------   --------
Net earnings                      $   13      $    91      $  115    $   369
                                  ========    ========    ========   ========

Basic and diluted net earnings per share (Note 2):
 Before extraordinary item        $ 0.06      $  0.41      $  0.62   $  1.68
 Extraordinary item (Note 16)         --           --        (0.10)       --
                                  --------    --------    --------   --------
 Basic and diluted net earnings   $ 0.06      $  0.41      $  0.52   $  1.68
                                  ========    ========    ========   ========
Dividends paid per share          $ 0.40      $  0.40      $  1.20   $  1.20
                                  ========    ========    ========   ========
</TABLE>

See Accompanying Notes to Financial Statements
<PAGE>
Weyerhaeuser Company -6-

                     WEYERHAEUSER COMPANY AND SUBSIDIARIES
                     -------------------------------------
                         CONSOLIDATED BALANCE SHEET
                    September 29, 2002 and December 30, 2001
                        (Dollar amounts in millions)
                               (Unaudited)
<TABLE>
<CAPTION>

                                                       Sept. 29,  Dec. 30,
                                                         2002       2001
                                                     ----------  ----------
<s>                                                  <c>        <c>
Assets
------

Weyerhaeuser
  Current assets:
    Cash and cash equivalents                         $    119    $    202
    Receivables, less allowances                         1,604       1,024
    Inventories (Note 6)                                 1,951       1,428
    Prepaid expenses                                       485         407
                                                    ----------  ----------
      Total current assets                               4,159       3,061

  Property and equipment (Note 7)                       12,235       8,309
  Construction in progress                               1,338         428
  Timber and timberlands at cost, less fee
    stumpage charged to disposals                        4,436       1,789
  Investments in and advances to equity
    affiliates (Note 4)                                    541         541
  Goodwill (Note 8)                                      2,812       1,095
  Deferred pension and other assets                      1,239       1,053
                                                     ----------  ----------
                                                        26,760      16,276
                                                     ----------  ----------
Real estate and related assets
  Cash and cash equivalents                                 11           2
  Receivables, less discounts and allowances                68          71
  Mortgage-related financial instruments, less
    discounts and allowances                                23          62
  Real estate in process of development and for sale       735         689
  Land being processed for development                     995         958
  Investments in unconsolidated entities, less
    reserves (Note 4)                                       31          60
  Other assets                                             172         175
                                                      ----------  ----------
                                                         2,035       2,017
                                                      ----------  ----------
       Total assets                                   $ 28,795    $ 18,293
                                                      ==========  ==========
</TABLE>
See Accompanying Notes to Financial Statements
<PAGE>
Weyerhaeuser Company -7-

<TABLE>
<CAPTION>
                                                       Sept. 29,  Dec. 30,
                                                         2002       2001
                                                      ----------  ----------
<s>                                                  <c>         <c>
Liabilities and shareholders' interest
--------------------------------------

Weyerhaeuser
  Current liabilities:
    Notes payable and commercial paper (Note 10)      $     231   $      4
    Current maturities of long-term debt (Note 11)          791          8
    Accounts payable                                      1,059        809
    Accrued liabilities (Note 9)                          1,189      1,042
                                                      ----------  ----------
      Total current liabilities                           3,270      1,863
  Long-term debt (Note 11)                               12,224      5,095
  Deferred income taxes (Note 5)                          4,360      2,377
  Deferred pension, other postretirement
      benefits and other liabilities                        947        877
  Commitments and contingencies (Note 17)
                                                      ----------  ----------
                                                         20,801     10,212
                                                      ----------  ----------
Real estate and related assets
  Notes payable and commercial paper (Note 10)               80        358
  Long-term debt (Note 11)                                  856        620
  Other liabilities                                         432        408
  Commitments and contingencies (Note 17)
                                                      ----------  ----------
                                                          1,368      1,386
                                                      ----------  ----------
       Total liabilities                                 22,169     11,598
                                                      ----------  ----------
Shareholders' interest (Note 12)
  Common shares:  $1.25 par value;  authorized
    400,000,000 shares; issued and outstanding:
    218,947,509 and 216,573,822 shares                      274        271
  Exchangeable shares: no par value; unlimited
    shares authorized; issued and held by nonaffiliates:
    2,304,269 and 3,289,259 shares                          157        224
  Other capital                                           2,826      2,693
  Retained earnings                                       3,702      3,852
  Cumulative other comprehensive loss                      (333)      (345)
                                                      ----------  ----------
      Total shareholders' interest                        6,626      6,695
                                                      ----------  ----------

      Total liabilities and shareholders' interest    $  28,795   $ 18,293
                                                      ==========  ==========
</TABLE>
<PAGE>
Weyerhaeuser Company -8-

                         WEYERHAEUSER COMPANY AND SUBSIDIARIES
                         -------------------------------------
                         CONSOLIDATED STATEMENT OF CASH FLOWS
                        For the thirty-nine week periods ended
                       September 29, 2002 and September 30, 2001
                          (Dollar amounts in millions)
                                 (Unaudited)

<TABLE>
<CAPTION>
                                                           Consolidated
                                                      ----------------------
                                                       Sept. 29,  Sept. 30,
                                                         2002       2001
                                                      ----------  ----------
<s>                                                  <c>         <c>
Cash flows from operations:
 Net earnings                                         $    115    $     369
 Noncash charges (credits) to income:
   Depreciation, amortization and fee stumpage             883          652
   Deferred income taxes, net                               33           62
   Net pension and other postretirement benefit income     (64)        (157)
   Equity in income (loss) of affiliates and
     unconsolidated entities                               (10)         (56)
   Reversals of countervailing duties and
     antidumping penalties (Note 17)                       (47)          --
   Charges for integration of facilities (Note 14)          42           23
   Charges for closure of facilities (Note 15)              55           32
   Charge for impairment of long-lived assets (Note 13)     --           20
   Extraordinary loss on early extinguishment of
     debt (Note 16)                                         35           --
 Decrease (increase) in working capital, net of acquisitions:
   Receivables                                            (158)          62
   Inventories, real estate and land                       (71)         (98)
   Prepaid expenses                                        (57)          13
   Mortgage-related financial instruments                    7            3
   Accounts payable and accrued liabilities                (92)         (91)
(Gain) loss on disposition of assets                         2            5
 Other                                                     (14)        (100)
                                                       ----------  ----------
Net cash from operations                                   659          739
                                                       ----------  ----------
Cash flows from investing activities:
 Purchases of property and equipment                      (684)        (485)
 Timberlands reforestation                                 (26)         (20)
 Acquisition of timberlands                                (47)         (92)
 Acquisition of businesses and facilities,
   net of cash acquired (Note 18)                       (6,119)        (261)
 Net distributions from (investments in)
   equity affiliates                                        38          136
 Proceeds from sale of:
   Property and equipment                                   43           41
   Mortgage-related financial instruments                   35            8
 Intercompany advances                                      --           --
 Other                                                      (5)         (28)
                                                       ----------  ----------
Net cash from investing activities                      (6,765)        (701)
                                                       ----------  ----------
Cash flows from financing activities:
  Issuances of debt                                     13,417         1,240
  Notes and commercial paper borrowings, net              (276)         (890)
  Cash dividends                                          (265)         (263)
  Intercompany cash dividends                               --            --
  Payments on debt                                      (6,903)         (151)
  Exercise of stock options                                 67            29
  Other                                                     (8)          (13)
                                                       ----------  ----------
Net cash from financing activities                       6,032           (48)
                                                       ----------  ----------
Net change in cash and cash equivalents                    (74)          (10)
Cash and cash equivalents at beginning of period           204           123
                                                       ----------  ----------
Cash and cash equivalents at end of period              $  130      $    113
                                                       ==========  ==========
Cash paid (received) during the period for:
  Interest, net of amount capitalized                   $  539      $    292
                                                       ==========  ==========
  Income taxes                                          $   32      $     35
                                                       ==========  ==========
</TABLE>
See Accompanying Notes to Financial Statements
<PAGE>
Weyerhaeuser Company -9-

<TABLE>
<CAPTION>
           Weyerhaeuser               Real Estate and Related Assets
   ------------------------------     ------------------------------
      Sept. 29,      Sept. 30,           Sept. 29,      Sept. 30,
         2002          2001                2002           2001
   -------------    -------------     -------------    -------------
<s><c>             <c>                <c>              <c>
    $     (51)      $     237          $      166       $     132

          879             647                   4               5
           25              56                   8               6
          (63)           (152)                 (1)             (5)
           12             (35)                (22)            (21)
          (47)             --                  --              --
           42              23                  --              --
           55              32                  --              --
           --              20                  --              --
           35              --                  --              --

         (161)             79                   3             (17)
          (12)            (19)                (59)            (79)
          (52)             10                  (5)              3
           --              --                   7               3
         (116)           (109)                 24              18
            3               5                  (1)             --
            8             (50)                (22)            (50)
    -------------    -------------     -------------    -------------
          557             744                 102              (5)
    -------------    -------------     -------------    -------------

         (683)           (483)                 (1)             (2)
          (26)            (20)                 --              --
          (47)            (92)                 --              --

       (6,119)           (261)                 --              --

           (9)            (33)                 47             169

           43              41                  --              --
           --              --                  35               8
           54              10                 (54)            (10)
           (2)            (24)                 (3)             (4)
     -------------    -------------     -------------    -------------
       (6,789)           (862)                 24             161
     -------------    -------------     -------------    -------------

       13,127             840                 290             400
            2            (406)               (278)           (484)
         (265)           (263)                 --              --
           75              30                 (75)            (30)
       (6,849)           (106)                (54)            (45)
           67              29                  --              --
           (8)            (13)                 --              --
    -------------    -------------     -------------    -------------
        6,149             111                (117)           (159)
    -------------    -------------     -------------    -------------
          (83)             (7)                  9              (3)
          202             115                   2               8
    -------------    -------------     -------------    -------------
    $     119        $    108          $       11       $       5
    =============    =============     =============    =============

    $     538        $    285          $        1       $       7
    =============    =============     =============    =============
    $     (50)       $    (38)         $       82       $      73
    =============    =============     =============    =============
</TABLE>
<PAGE>
Weyerhaeuser Company -10-

                  WEYERHAEUSER COMPANY AND SUBSIDIARIES
                  -------------------------------------
                      NOTES TO FINANCIAL STATEMENTS
                  For the thirty-nine week periods ended
                 September 29, 2002 and September 30, 2001
                               (Unaudited)

Note 1:  Summary of Significant Accounting Policies

Consolidation

The consolidated financial statements include the accounts of Weyerhaeuser
Company and all of its majority-owned domestic and foreign subsidiaries (the
company). As discussed in Note 18: Acquisition, the accounts of Willamette
Industries, Inc. (Willamette) are included beginning February 11, 2002.
Investments in and advances to equity affiliates which are not majority owned
or controlled are accounted for using the equity method with taxes provided
on undistributed earnings. Significant intercompany transactions and accounts
are eliminated.

Certain of the consolidated financial statements and notes to financial
statements are presented in two groupings: (1) Weyerhaeuser, principally
engaged in the growing and harvesting of timber and the manufacture,
distribution and sale of forest products, and (2) Real estate and related
assets, principally engaged in real estate development and construction and
other real estate related activities.

Nature of Operations

Weyerhaeuser's principal business segments, which account for the majority of
sales, earnings and the asset base, are:

. Timberlands, which manages 7.3 million acres of company-owned forestland in
  North America. The company also has  .8 million acres of leased commercial
  forestland in the United States.

  Through several wholly-owned subsidiaries and joint ventures, the company
  is also responsible for management, marketing and distribution activities for
  both forestlands and manufacturing facilities located in New Zealand,
  Australia, Ireland, France and Uruguay.

. Wood products, which produces a full line of solid wood products that are
  sold primarily through the company's own sales organizations to wholesalers,
  retailers and industrial users in North America, the Pacific Rim and Europe.

. Pulp and paper, which manufactures and sells pulp, paper and bleached
  paperboard in North American, European and Pacific Rim markets.

. Containerboard, packaging and recycling, which manufactures and sells
  containerboard in North American, Pacific Rim and European markets and
  packaging products for the domestic and Mexican markets, and which operates
  an extensive wastepaper recycling system that serves company mills and
  worldwide markets.

Weyerhaeuser also holds renewable long-term licenses on 33.8 million acres of
forestland located in British Columbia, Alberta, Saskatchewan, Ontario, and
New Brunswick, Canada, that are managed by our Canadian operations.  Revenues
and expenses associated with these licenses are included in the results of
operations of the manufacturing operations they support. The terms of these
licenses are described under "Timber and Timberlands" below.

During the second quarter of 2002, Weyerhaeuser changed the structure of its
internal organization, resulting in a change in the composition of its
reportable segments. In financial reports prior to the second quarter of
2002, Weyerhaeuser's paper-related businesses were reported in a single pulp,
paper and packaging segment.  This report reflects the split of the pulp,
paper and packaging segment into two segments entitled (i) pulp and paper,
and (ii) containerboard, packaging and recycling.  Comparative information
has been restated to conform to the new reportable segments.
<PAGE>
Weyerhaeuser Company -11-

Accounting Pronouncements Implemented

At the beginning of fiscal 2002, the company adopted Statement of Financial
Accounting Standards No. 142, Goodwill and Other Intangible Assets.  In
accordance with Statement 142, the company no longer amortizes goodwill over
an estimated useful life. Rather, the company assesses goodwill for
impairment by applying a fair value based test at least annually.  The
company has performed the fair value based assessment of goodwill as of the
beginning of fiscal 2002. Based upon this assessment, management believes
goodwill was not impaired upon the implementation of this standard.  Statement
142 also requires separate recognition for certain acquired intangible assets
that will continue to be amortized over their useful lives. There were no
separately identified intangible assets other than goodwill that existed from
acquisitions prior to the adoption of Statement 142.

At the beginning of fiscal 2002, the company adopted Statement of Financial
Accounting Standards No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets. Statement 144 addresses financial accounting and reporting
for the impairment or disposal of long-lived assets and eliminates the
exception to consolidation of a subsidiary for which control is likely to be
temporary.  Statement 144 supersedes Statement 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of
and supersedes the accounting and reporting provisions of Accounting
Principles Board Opinion No. 30, Reporting the Results of
Operations - Reporting the Effects of Disposal of a Segment of a Business,
and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions, for the disposal of a segment of a business. Implementation of
Statement 144 did not have a material impact on the company's financial
position, results of operations or cash flows.

Prospective Accounting Pronouncements

In August 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 143, Accounting for Asset
Retirement Obligations. Statement 143 requires entities to record the fair
value of a liability for an asset retirement obligation in the period in
which it is incurred. The associated asset retirement costs are capitalized
as part of the carrying amount of the long-lived asset. The company will
adopt Statement 143 as of the beginning of fiscal 2003. The company has not
yet estimated the impact of implementation on its financial position, results
of operations or cash flows.

In April 2002, the FASB issued Statement of Financial Accounting Standards
No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections.  Statement 145 rescinds FASB
Statement No. 4, Reporting Gains and Losses from Extinguishment of Debt, and
FASB Statement No. 64, Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements.  The Statement also amends FASB Statement No. 13, Accounting
for Leases, to eliminate an inconsistency between the accounting required for
sale-leaseback transactions and for certain lease modifications that have
similar economic effects.  This Statement also amends other existing
pronouncements to make various technical corrections, clarify meanings, or
describe their applicability under changed conditions. As a result of the
rescission of Statement 4, the company will reclassify the 2002 first quarter
extraordinary loss from early extinguishment of debt into earnings before
extraordinary items in its annual report for 2002.  The provisions rescinding
Statements 44 and 64 will be effective in fiscal year 2003.  The provisions
amending Statement 13 and all other provisions are effective for transactions
occurring or financial statements issued on or after May 15, 2002.

In July 2002, the FASB issued Statement of Financial Accounting Standards No.
146, Accounting for Costs Associated with Exit or Disposal Activities.
Statement 146 requires companies to recognize costs associated with exit or
disposal activities when they are incurred rather than at the date of a
commitment to an exit or disposal plan.  Statement 146 will supersede
accounting guidance previously provided by Emerging Issues Task Force (EITF)
Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring). Statement 146 will be applied prospectively to exit or disposal
activities initiated after December 31, 2002.  The adoption of this statement is
not expected to have a material impact on the company's financial position,
results of operations or cash flows.
<PAGE>
Weyerhaeuser Company -12-

Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

Derivatives

The company utilizes well-defined financial contracts in the normal course of
its operations as a means to manage its foreign exchange, interest rate and
commodity price risks. The vast majority of these contracts either do not
provide for net settlement or are fixed-price contracts for future purchases
and sales of various commodities that meet the definition of "normal
purchases or normal sales," and therefore, are not considered derivative
instruments for accounting purposes. The company's current accounting
treatment for the limited number of contracts considered derivative
instruments follows.

For derivatives designated as fair value hedges, changes in the fair value of
the derivative and of the hedged item attributable to the hedged risk are
recognized in earnings. For derivatives designated as cash flow hedges, the
effective portions of changes in the fair value of the derivative are
recorded in other comprehensive income and are recognized in earnings when
the hedged item affects earnings. Ineffective portions of changes in the fair
value of cash flow hedges are recognized in earnings. Changes in the fair
value of all other derivative instruments not designated as hedges are also
recognized in earnings in the period in which the changes occur.

The following financial instruments have been formally designated as cash
flow hedges:

. Foreign exchange contracts, the objective of which is to hedge the
  variability of future cash flows associated with foreign denominated accounts
  receivable and accounts payable due to changes in foreign currency exchange
  rates.

. Commodity contracts, the objective of which is to hedge the variability of
  future cash flows associated with certain commodity transactions.

Gains or losses related to cash flow hedges that have been recorded in other
comprehensive income are reclassified into earnings at the contracts' respective
settlement dates.

In addition, the company has the following contracts that have not been
designated as hedges:

. Variable rate swap agreement entered into with a major financial
  institution in which the company pays a floating rate based on LIBOR and
  receives a floating return based on an investment fund index, with payments
  calculated on a notional amount. The swap is an overlay to investments and
  provides diversification benefits. The swap is settled quarterly and marked
  to market value at each reporting date.  All unrealized gains and losses are
  recognized in earnings currently.

. Variable-to-fixed interest rate swap agreement entered into with a major
  financial institution in which the company pays a fixed rate and receives a
  floating rate with the interest payments calculated on a notional amount. The
  swap, which was acquired in 2001 as part of the Cedar River Paper Company
  acquisition, cannot be designated as a hedge under Statement 133; however, it
  fixes $50 million of the company's variable rate tax-exempt bond exposure.
  The swap is marked to market value quarterly and any unrealized gains and
  losses are recognized in earnings currently.

. Lumber and other commodity futures designed to manage the consolidated
  exposure to changes in inventory values due to fluctuations in market prices
  for selected business units.  The company's commodity futures positions are
  marked to market value at each reporting date and all unrealized gains and
  losses are recognized in earnings currently. These contract positions have
  not had a material effect on the company's financial position, results of
  operations or cash flows. As of September 29, 2002, the company's net
  position with commodity futures contracts was immaterial.

The company is exposed to credit-related gains or losses in the event of
nonperformance by counterparties to financial instruments but does not expect
any counterparties to fail to meet their obligations. The notional amounts of
these derivative financial instruments are $238 million and $198 million at
September 29, 2002, and December 30, 2001, respectively. These notional
amounts do not represent amounts exchanged by the parties and, thus, are not
a measure of exposure to the company through its use of derivatives. The
exposure in a derivative contract is the net difference between what each
<PAGE>
Weyerhaeuser Company -13-

party is required to pay based on contractual terms. The net earnings impact
resulting from the company's use of derivative instruments was income of $8
million and $5 million for the thirty-nine weeks ended September 29, 2002,
and September 30, 2001, respectively.

Cash and Cash Equivalents

Short-term investments with original maturities of 90 days or less are
considered cash equivalents. Short-term investments are stated at cost, which
approximates market.

Inventories

Inventories are stated at the lower of cost or market. Cost includes labor,
materials and production overhead. The last-in, first-out (LIFO) method is
used to cost approximately half of domestic raw materials, in process and
finished goods inventories. LIFO inventories were $718 million and $354
million at September 29, 2002, and December 30, 2001, respectively. The
balance of domestic raw material and product inventories, all materials and
supplies inventories, and all foreign inventories is costed at either the
first-in, first-out (FIFO) or moving average cost methods. Had the FIFO
method been used to cost all inventories, the amounts at which product
inventories are stated would have been $187 million and $217 million greater
at September 29, 2002, and December 30, 2001, respectively.

Property and Equipment

The company's property accounts are maintained on an individual asset basis.
Betterments and replacements of major units are capitalized. Maintenance,
repairs and minor replacements are expensed. Depreciation is provided
generally on the straight-line or unit-of-production method at rates based on
estimated service lives. Amortization of logging railroads and truck roads is
provided generally as timber is harvested and is based upon rates determined
with reference to the volume of timber estimated to be removed over such
facilities.

The cost and accumulated depreciation of property sold or retired is removed
from the accounts and the gain or loss is included in earnings.

Timber and Timberlands

Timber and timberlands are carried at cost less fee stumpage charged to
disposals. Fee stumpage is the cost of standing timber and is charged to fee
timber disposals as fee timber is harvested, lost as a result of casualty or
sold. Generally, all initial site preparation and planting costs are
capitalized as reforestation. Reforestation is transferred to a merchantable
harvestable) timber classification after 15 years in the South and 41 years
in the West. Generally, costs incurred after the first planting, such as
fertilization, vegetation and insect control, pruning and pre-commercial
thinning, property taxes and interest, are considered to be maintenance of
the forest and are expensed. Accounting practices for these costs do not
change when timber becomes merchantable and harvesting commences.

Fee stumpage depletion rates used to relieve timber inventory are determined
with reference to the net carrying value of timber and the related volume of
timber estimated to be available over the growth cycle. The growth cycle
volume considers regulatory and environmental constraints affecting operable
acres, management strategies to be applied, inventory data improvements,
growth rate revisions and re-calibrations, and the exclusion of known
dispositions and inoperable acreage. The cost of timber harvested is included
in the carrying values of raw material and product inventories, and in the
cost of products sold as these inventories are disposed of.

Weyerhaeuser also holds forest management licenses in various Canadian
provinces. The provincial governments grant these licenses for initial
periods of 15-25 years, and the licenses are renewable every five years,
provided the company meets normal reforestation, operating and management
guidelines.  Calculation of fees payable on harvested volumes varies from
province to province, but is tied to product market pricing and the
allocation of land management responsibilities agreed to in the license.
<PAGE>
Weyerhaeuser Company -14-

Goodwill

Effective in the first quarter of 2002, the company accounts for goodwill in
accordance with Statement of Financial Accounting Standards No. 142, Goodwill
and Other Intangible Assets. Goodwill, which represents the excess of
purchase price over fair value of net assets acquired, is assessed for
impairment at least annually using a fair value based approach.

Prior to the adoption of Statement 142, goodwill was amortized on a
straight-line basis over 40 years, which was the expected period to be
benefited. See Note 8: Goodwill for a reconciliation of 2001 earnings
excluding goodwill amortization.

Accounts Payable

The company's banking system provides for the daily replenishment of major
bank accounts as checks are presented for payment. Accordingly, certain
accounts had negative book cash balances totaling $173 million and $132
million at September 29, 2002, and December 30, 2001, respectively. Such
balances result from outstanding checks that had not yet been paid by the
bank and are reflected in accounts payable in the consolidated balance sheet.

Income Taxes

Deferred income taxes are provided to reflect temporary differences between
the financial and tax bases of assets and liabilities using presently enacted
tax rates and laws.

Pension Plans

The company has pension plans covering most of its employees. Both the U.S.
and Canadian plans covering salaried employees provide pension benefits based
on the employee's highest monthly earnings for five consecutive years during
the final ten years before retirement. Plans covering hourly employees
generally provide benefits of stated amounts for each year of service. The
benefit levels for these plans are typically collectively bargained with the
unions. Contributions to U.S. plans are based on funding standards
established by the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions to Canadian plans are based on funding standards established by
the applicable Provincial Pension Benefits Act and by the Income Tax Act.

Postretirement Benefits Other Than Pensions

In addition to providing pension benefits, the company provides certain
health care and life insurance benefits for some retired employees and
accrues the expected future cost of these benefits for its current eligible
retirees and some employees. All of the company's salaried employees and some
hourly employees may become eligible for these benefits when they retire.

Revenue Recognition

The company's forest products operations recognize revenue from product sales
upon shipment to their customers, except for export sales where revenue is
recognized when title transfers at the foreign port.

The company's real estate and related assets operations are primarily engaged
in the development, construction and sale of residential homes. Real estate
revenues are recognized when closings have occurred, required down payments
have been received, and title and possession have been transferred to the
buyer.

Impairment of Long-Lived Assets

The company accounts for long-lived assets in accordance with FASB Statement
No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. This
statement requires that long-lived assets and certain identifiable
intangibles be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of the assets may not be
recoverable. Assets to be disposed of by sale are reported at the lower of
the carrying value or fair value less cost to sell.
<PAGE>
Weyerhaeuser Company -15-

Foreign Currency Translation

Local currencies are considered the functional currencies for most of the
company's operations outside the United States. Assets and liabilities are
translated into U.S. dollars using period-end exchange rates. Revenues and
expenses are translated into U.S. dollars at average monthly exchange rates
prevailing during the year.

Comprehensive Income

Comprehensive income consists of net income, foreign currency translation
adjustments, additional minimum pension liability adjustments and fair value
adjustments on derivative instruments designated as cash flow hedges. See
Note 3: Comprehensive Income (Loss).

Reclassifications

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

Real Estate and Related Assets

Real estate held for sale is stated at the lower of cost or fair value less
costs to sell. The determination of fair value is based on appraisals and
market pricing of comparable assets, when available, or the discounted value
of estimated future cash flows from these assets. Real estate held for
development is stated at cost to the extent it does not exceed the estimated
undiscounted future net cash flows, in which case, it is carried at fair
value.

Mortgage-related financial instruments include mortgage loans receivable,
mortgage-backed certificates and other financial instruments.

Note 2:  Net Earnings Per Share

Basic net earnings per share are based on the weighted average number of
common and exchangeable shares outstanding during the period. Diluted net
earnings per share are based on the weighted average number of common and
exchangeable shares outstanding and dilutive stock options outstanding during
the period.
<TABLE>
<CAPTION>
                                 Thirteen weeks ended Thirty-nine weeks ended
                                 --------------------  ----------------------
                                  Sept. 29,  Sept. 30,   Sept. 29,  Sept. 30,
                                    2002       2001        2002       2001
                                 --------------------  ----------------------
<s>                               <c>        <c>        <c>         <c>
Weighted average shares outstanding (thousands):
  Basic                            221,251    219,801     220,818    219,577
  Dilutive effect of stock options     372        504         829        353
                                   -------    -------     -------    -------
  Diluted                          221,623    220,305     221,647    219,930
                                   =======    =======     =======    =======
</TABLE>

Options to purchase 4,072,629 shares for the thirty-nine weeks ended
September 29, 2002, and 859,861 shares for the thirty-nine weeks ended
September 30, 2001, were not included in the computation of diluted earnings
per share because the option exercise prices were greater than the average
market prices of common shares during those periods.
<PAGE>
Weyerhaeuser Company -16-

Note 3:  Comprehensive Income (Loss)

The company's comprehensive income (loss) is as follows:
<TABLE>
<CAPTION>
                                 Thirteen weeks ended Thirty-nine weeks ended
                                 --------------------  ----------------------
                                  Sept. 29,  Sept. 30,   Sept. 29,  Sept. 30,
Dollar amounts in millions          2002       2001        2002       2001
                                 ---------  ---------  ---------   ----------
<s>                               <c>        <c>        <c>         <c>
Net earnings                      $     13   $    91    $    115   $    369
Other comprehensive income (loss):
  Foreign currency translation
      adjustments related to investments
      in foreign subsidiaries          (80)     (103)         13       (105)
  Cash flow hedges:
      Net derivative gains (losses),
        net of tax (benefit) expense of
        $0 and $(2) for the thirteen
        weeks and $0 and $3 for the
        thirty-nine weeks, respectively (1)       (2)        (1)          5
      Reclassification of (gains) losses,
        net of tax benefit (expense) of $0
        and $0 for the thirteen weeks and
        $0 and $(1) for the thirty-nine
        weeks, respectively             --         --         --         (2)
                                 ---------  ---------  ---------   ----------
                                  $    (68)  $   (14)   $   127     $    267
                                 =========  =========  =========   ==========
</TABLE>

Note 4:  Equity Affiliates

Weyerhaeuser

Weyerhaeuser's investments in affiliated companies that are not majority
owned or controlled are accounted for using the equity method. Weyerhaeuser's
significant equity affiliates as of September 29, 2002, are:

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

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

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

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

. Optiframe Software LLC - A 50 percent owned joint venture in Denver,
  Colorado, formed during 2001 to develop whole-house design and optimization
  software for the building industry.

. RII Weyerhaeuser World Timberfund, L.P. - A 50 percent owned joint venture
  with institutional investors to make investments in timberlands and related
  assets outside the United States. The primary focus of this partnership is in
  pine forests in the Southern Hemisphere.

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

. Southern Cone Timber Investors Limited - A 50 percent owned joint venture
  with institutional investors that has made an investment in Uruguayan
  timberlands. The primary focus of this entity is in plantation forests in the
  Southern Hemisphere.
<PAGE>
Weyerhaeuser Company -17-

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

. Wilton Connor LLC - A 50 percent owned joint venture in Charlotte, North
  Carolina, which supplies full-service, value-added turnkey packaging
  solutions to assist product manufacturers in the areas of retail marketing
  and distribution.

Unconsolidated financial information for affiliated companies, which are
accounted for by the equity method, follows. Unconsolidated net sales and
revenues and net income (loss) for the thirty-nine weeks ended September 30,
2001, also include Cedar River Paper Company, a joint venture that became
wholly owned by the company in July 2001.

<TABLE>
<CAPTION>

                                                      Sept. 29,    Dec. 30,
Dollar amounts in millions                              2002         2001
                                                      ---------   ----------
<s>                                                   <c>         <c>
Current assets                                         $   201     $    191
Noncurrent assets                                        1,213        1,222
Current liabilities                                        124          120
Noncurrent liabilities                                     348          326
</TABLE>

<TABLE>
<CAPTION>
                                 Thirteen weeks ended Thirty-nine weeks ended
                                 --------------------  ----------------------
                                  Sept. 29,  Sept. 30,  Sept. 29,  Sept. 30,
Dollar amounts in millions          2002       2001       2002        2001
                                 ---------  ---------  ---------   ----------
<s>                             <c>         <c>         <c>        <c>
Net sales and revenues            $    138   $    155   $    434    $   603
Operating income (loss)                (17)         1        (24)        64
Net income (loss)                      (26)        (2)       (35)        46
</TABLE>

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

Real Estate and Related Assets

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

Unconsolidated financial information for unconsolidated entities, which are
accounted for by the equity method, is as follows. Net sales and revenues and
net income (loss) for the thirty-nine weeks ended September 30, 2001, include
the results of non-real estate partnership investments, which the company
sold during the first quarter of 2001.
<PAGE>
Weyerhaeuser Company -18-

<TABLE>
<CAPTION>
                                                      Sept. 29,    Dec. 30,
Dollar amounts in millions                              2002         2001
                                                      ---------   ----------
<s>                                                   <c>         <c>
Current assets                                         $     8     $     8
Noncurrent assets                                          281         306
Current liabilities                                         13          11
Noncurrent liabilities                                     199         158
</TABLE>

<TABLE>
<CAPTION>
                                 Thirteen weeks ended Thirty-nine weeks ended
                                 --------------------  ----------------------
                                  Sept. 29,  Sept. 30,  Sept. 29,  Sept. 30,
Dollar amounts in millions          2002       2001       2002        2001
                                 ---------  ---------  ---------   ----------
<s>                             <c>         <c>         <c>        <c>
Net sales and revenues            $     14   $    11    $     41    $   451
Operating income                         7         4          26        167
Net income                               1         3          15        133
</TABLE>

The company may charge management and/or development fees to these
unconsolidated entities. The aggregate total of these transactions is not
material to the results of operations of the company.

Note 5:  Income Taxes

Provisions for income taxes include the following:

<TABLE>
<CAPTION>
                                                    Thirty-nine weeks ended
                                                    ------------------------
                                                      Sept. 29,    Sept. 30,
Dollar amounts in millions                              2002         2001
                                                      ---------   ----------
<s>                                                  <c>          <c>
Federal:
   Current                                            $     22     $     82
   Deferred                                                 40          122
                                                      ---------   ----------
                                                            62          204
                                                      ---------   ----------

State:
   Current                                                   8           11
   Deferred                                                  3           12
                                                       ---------   ----------

                                                            11           23
                                                       ---------   ----------
Foreign:
   Current                                                  11           16
   Deferred                                                (10)         (72)
                                                       ---------   ----------
                                                             1          (56)
                                                       ---------   ----------

                                                        $   74      $   171
                                                       =========   ==========
</TABLE>


Income tax provisions for interim periods are based on the current best estimate
of the effective tax rate expected to be applicable for the full year. The
effective tax rate reflects anticipated tax credits, foreign taxes and other tax
planning alternatives.

During the third quarter of 2001, a one-time reduction in the British Columbia
provincial corporate income tax rate was enacted. During the second quarter of
2001, a phased-in reduction in Canadian income taxes was also enacted. These
changes in tax law produced one-time benefits by reducing foreign deferred
income taxes by $14 million in the third quarter of 2001 and by $29 million in
the thirty-nine weeks ended September 30, 2001, due to the effect of the lower
tax rates on the accumulated temporary differences of the company's Canadian
subsidiaries. The effect on foreign current income taxes was not significant.

The company's effective tax rate for the thirty-nine week periods ended
September 29, 2002, and September 30, 2001, was 35% and 31.7%, respectively.
For 2002, the effective tax rate reflects the federal statutory rate of 35%,
increased for the effect of state income taxes and decreased by benefits

<PAGE>
Weyerhaeuser Company -19-

realized from the utilization of tax credits.  In 2001, the effective tax rate
is lower than the 35% federal statutory rate, principally due to the effects of
the changes in the Canadian tax rates.  These reductions were partially offset
by the effect of state income taxes.

Deferred taxes are provided for the temporary differences between the financial
and tax bases of assets and liabilities, applying presently enacted tax rates
and laws. The major sources of these temporary differences include depreciable
and depletable assets, real estate, and pension and retiree health care
liabilities.

Note 6:  Inventories

<TABLE>
<CAPTION>

                                                      Sept. 29,    Dec. 30,
Dollar amounts in millions                              2002         2001
                                                      ---------   ----------
<s>                                                   <c>         <c>
Logs and chips                                         $   171     $   186
Lumber, plywood, panels and engineered lumber              518         401
Pulp and paper                                             289         194
Containerboard and packaging                               268         145
Other products                                             252         195
Materials and supplies                                     453         307
                                                      ---------   ----------
                                                       $ 1,951     $ 1,428
                                                      =========   ==========
</TABLE>

Note 7:  Property and Equipment

<TABLE>
<CAPTION>
                                                      Sept. 29,    Dec. 30,
Dollar amounts in millions                              2002         2001
                                                      ---------   ----------
<s>                                                   <c>         <c>
Property and equipment, at cost:
  Land                                                $    320     $   226
  Buildings and improvements                             2,877       2,310
  Machinery and equipment                               15,941      12,020
  Rail and truck roads                                     733         612
  Other                                                    211         202
                                                      ---------   ----------
                                                        20,082      15,370
Less allowance for depreciation and amortization        (7,847)     (7,061)
                                                      ---------   ----------
                                                      $ 12,235    $  8,309
                                                      =========   ==========
</TABLE>

Note 8:  Goodwill

The changes in the carrying amount of goodwill for the thirty-nine weeks ended
September 29, 2002, are as follows:

Balance as of December 30, 2001                                   $  1,095
Goodwill acquired (Note 18)                                          1,721
Goodwill written off related to facility closures (Note 15)             (6)
Other                                                                    2
                                                                 ----------
Balance as of September 29, 2002                                  $  2,812
                                                                 ==========
<PAGE>
Weyerhaeuser Company -20-

The following table illustrates the effect of goodwill amortization on 2001 net
earnings and net earnings per share.
<TABLE>
<CAPTION>
                                   Earnings Before       Basic and Diluted
                                  Extraordinary Item    Earnings Per Share
                                 -------------------- -----------------------
                              Thirty-nine weeks ended  Thirty-nine weeks ended
                                 --------------------  ----------------------
Dollar amounts in millions,      Sept. 29,  Sept. 30,  Sept. 29,   Sept. 30,
  except per share data            2002       2001       2002        2001
                                 ---------  ---------  ---------   ----------
<s>                             <c>         <c>         <c>        <c>
Reported earnings before
  extraordinary item              $   138    $   369    $   0.62    $   1.68
Add back goodwill amortization         --         27          --        0.12
                                 ---------  ---------  ---------   ----------
Adjusted earnings before
  extraordinary item              $   138    $   396    $   0.62    $   1.80
                                 =========  =========  =========   ==========
</TABLE>

<TABLE>
<CAPTION>
                                               Net Earnings
                                 --------------------------------------------
                                 Thirteen weeks ended Thirty-nine weeks ended
                                 --------------------  ----------------------
                                 Sept. 29,  Sept. 30,  Sept. 29,   Sept. 30,
                                   2002       2001       2002        2001
                                 ---------  ---------  ---------   ----------
<s>                             <c>         <c>         <c>        <c>
Reported net earnings             $    13    $    91    $   115     $   369
Add back goodwill amortization         --          8         --          27
                                 ---------  ---------  ---------   ----------
Adjusted net earnings             $    13    $    99    $   115     $   396
                                 =========  =========  =========   ==========
</TABLE>

<TABLE>
<CAPTION>
                                   Basic and Diluted Earnings Per Share
                                 --------------------------------------------
                                 Thirteen weeks ended Thirty-nine weeks ended
                                 --------------------  ----------------------
                                 Sept. 29,  Sept. 30,  Sept. 29,   Sept. 30,
                                   2002       2001       2002        2001
                                 ---------  ---------  ---------   ----------
<s>                             <c>         <c>         <c>        <c>
Reported net earnings per share   $  0.06    $  0.41    $  0.52     $  1.68
Add back goodwill amortization         --       0.04         --        0.12
                                 ---------  ---------  ---------   ----------
Adjusted net earnings per share   $  0.06    $  0.45    $  0.52     $  1.80
                                 =========  =========  =========   ==========
</TABLE>

Note 9:  Accrued Liabilities

<TABLE>
<CAPTION>
                                                      Sept. 29,    Dec. 30,
Dollar amounts in millions                              2002         2001
                                                      ---------   ----------
<s>                                                   <c>        <c>
Payroll - wages and salaries, incentive awards,
  retirement and vacation pay                          $   509     $   419
Taxes - Social Security and real and personal property      79          58
Product warranties                                          39          39
Interest                                                   133         128
Other                                                      429         398
                                                      ---------   ----------
                                                       $ 1,189     $ 1,042
                                                      =========   ==========
</TABLE>
Note 10:  Short-Term Debt

Lines of Credit

Weyerhaeuser had short-term bank credit lines of $1.3 billion and $925 million
at September 29, 2002, and December 30, 2001, respectively. Both Weyerhaeuser
and Weyerhaeuser Real Estate Company (WRECO) can borrow against each facility.
WRECO has access to $600 million of the $1.3 billion facility and had available
to it all of the $925 million facility. As of September 29, 2002, and December
30, 2001, neither Weyerhaeuser nor WRECO had outstanding borrowings against
these facilities.  Neither Weyerhaeuser nor WRECO is a guarantor of the
borrowing of the other.

In addition, Weyerhaeuser had short-term bank credit lines that provided for the
borrowings of up to $300 million at December 30, 2001. This facility was
canceled during the first quarter of 2002.
<PAGE>
Weyerhaeuser Company -21-

As of December 30, 2001, Weyerhaeuser's lines of credit included a five-year
revolving credit facility agreement entered into in 1997 with a group of banks
that provided for borrowings of up to the total amount of $400 million, all of
which was available to Weyerhaeuser. The agreement was scheduled to expire in
November 2002 and was canceled during the first quarter of 2002.

Note 11:  Long-Term Debt

During the first quarter of 2002, Weyerhaeuser utilized bridge financing to fund
the acquisition of Willamette (see Note 18: Acquisition).  Shortly thereafter,
Weyerhaeuser issued $5.5 billion of notes payable and repaid the bridge
financing.   The notes bear interest at rates ranging from LIBOR plus 1.125%
(variable) to 7.375% (fixed) and mature from 2003 to 2032.

During the third quarter of 2002, Weyerhaeuser Real Estate Company issued $290
million of notes payable and applied the proceeds to repay other real estate and
related assets borrowings.

Lines of Credit

Weyerhaeuser's lines of credit include a five-year revolving credit facility
agreement entered into in 2002 with a group of banks that provides for
borrowings of up to the total amount of $1.3 billion, all of which is available
to Weyerhaeuser. Borrowings are at LIBOR plus a spread or other such interest
rates mutually agreed to between the borrower and lending banks. As of September
29, 2002, Weyerhaeuser had borrowed $1.3 billion against this facility.

The company's compensating balance agreements were not significant.

Note 12:  Shareholders' Interest

Common Shares

A reconciliation of common share activity for the periods ended September 29,
2002, and December 30, 2001, is as follows:
<TABLE>
<CAPTION>
                                                    Thirty-nine  Fifty-two
                                                    weeks ended  weeks ended
                                                      Sept. 29,    Dec. 30,
In thousands                                            2002         2001
                                                      ---------   ----------
<s>                                                   <c>         <c>
Shares outstanding at beginning of year                216,574     213,898
Retraction of exchangeable shares                          985       2,026
Stock options exercised                                  1,389         650
                                                      ---------   ----------
Shares outstanding at end of period                    218,948     216,574
                                                      =========   ==========
</TABLE>

Exchangeable Shares

Exchangeable shares issued by Weyerhaeuser Company Ltd., a wholly-owned Canadian
subsidiary of the company, are, as nearly as practicable, the economic
equivalent of the company's common shares; i.e., they have the following rights:

. The right to exchange such shares for Weyerhaeuser common shares on a
  one-to-one basis.

. The right to receive dividends, on a per-share basis, in amounts that are the
  same as, and are payable at the same time as, dividends declared on
  Weyerhaeuser common shares.

. The right to vote at all shareholder meetings at which Weyerhaeuser
  shareholders are entitled to vote on the basis of one vote per exchangeable
  share.

. The right to participate upon a Weyerhaeuser liquidation event on a pro-rata
basis with the holders of Weyerhaeuser common shares in the distribution of
assets of Weyerhaeuser.
<PAGE>
Weyerhaeuser Company -22-

A reconciliation of Exchangeable Share activity for the periods ended September
29, 2002, and December 30, 2001, is as follows:
<TABLE>
<CAPTION>
                                                     Thirty-nine  Fifty-two
                                                    weeks ended  weeks ended
                                                      Sept. 29,    Dec. 30,
In thousands                                            2002         2001
                                                      ---------   ----------
<s>                                                     <c>         <c>
Shares outstanding at beginning of year                  3,289       5,315
Retractions                                               (985)     (2,026)
                                                      ---------   ----------
Shares outstanding at end of period                      2,304       3,289
                                                      =========   ==========
</TABLE>

Cumulative Other Comprehensive Loss

Weyerhaeuser's cumulative other comprehensive loss includes:
<TABLE>
<CAPTION>
                                                      Sept. 29,    Dec. 30,
Dollar amounts in millions                              2002         2001
                                                      ---------   ----------
<s>                                                   <c>        <c>
Foreign currency translation adjustments related
   to investments in foreign subsidiaries              $  (293)   $  (306)
Minimum pension liability adjustment                       (43)       (43)
Cash flow hedge fair value adjustments                       3          4
                                                      ---------   ----------
                                                       $  (333)   $  (345)
                                                      =========   ==========
</TABLE>

Note 13:  Other Operating Costs, Net

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

<TABLE>
<CAPTION>
                                 Thirteen weeks ended  Thirty-nine weeks ended
                                 --------------------  ----------------------
                                 Sept. 29,  Sept. 30,  Sept. 29,   Sept. 30,
Dollar amounts in millions         2002       2001       2002        2001
                                 ---------  ---------  ---------   ----------
<s>                             <c>         <c>         <c>        <c>
Foreign exchange transaction
  (gains) losses                  $    16    $    11    $   (19)    $     6
Costs associated with support
  alignment initiative                 --          5          4          55
Transition to Westwood Shipping
  Lines' new fleet                     --         --         --          10
Other, net                              3          8         11           6
                                 ---------  ---------  ---------   ----------
                                  $    19    $    24    $    (4)    $    77
                                 =========  =========  =========   ==========
</TABLE>
Foreign exchange transaction gains and losses result from changes in exchange
rates primarily related to our Canadian and New Zealand operations.
Fluctuations in foreign exchange rates resulted in a foreign exchange
transaction gain of $8 million in the first quarter of 2002, a gain of $27
million in the second quarter of 2002, and a loss of $16 million in the third
quarter of 2002.

The 2001 support alignment costs include charges of $41 million recognized in
conjunction with the company's decision to outsource certain information
technology services, of which $20 million related to the impairment of
information technology assets sold for $10 million to the outsourcer and $21
million of additional costs such as retention bonuses, severance and other
transition costs.  Additional support alignment spending in 2002 and 2001
consists of one-time costs representing severance, relocation and outplacement
costs as new regional centers were created to deliver support services.
Severance costs incurred in 2001 were paid within the fiscal year 2001.
Severance costs incurred in 2002 were not material.

The company ceased tracking support alignment costs at the end of the first
quarter of 2002, concurrent with the acquisition of Willamette (see
Note 18: Acquisition).  Beginning in the second quarter of 2002, costs incurred
in connection with the company's integration and cost reduction efforts are
included in charges for integration of facilities (see Note 14: Charges for
Integration of Facilities).
<PAGE>
Weyerhaeuser Company -23-

Note 14:  Charges for Integration of Facilities

In the third quarter of 2002, Weyerhaeuser incurred $17 million of pretax
charges related to the transition and integration of activities in connection
with the Willamette acquisition. Year-to-date costs for integration of
facilities were $42 million.  These charges include one-time transition costs
such as severance and relocation and include the cost of transitional services
and benefits provided under change in control agreements.   During 2002
severance charges of $7 million were recognized in connection with the planned
termination of approximately 250 employees.  As of September 29, 2002,
approximately 200 of these employees have been terminated and an accrual of
approximately $4 million remains.

In the third quarter of 2001, Weyerhaeuser incurred $4 million of pretax charges
related to the transition and integration of activities in connection with the
MacMillan Bloedel and Trus Joist acquisitions.  Year-to-date charges totaled $23
million. These charges represented one-time transition costs including
approximately $10 million of severance-related costs recognized in connection
with the planned termination of approximately 450 employees.  As of September
29, 2002, approximately 200 of the employees had been terminated and
approximately $3 million in severance accruals remained.  As of December 30,
2001, approximately 100 employees had been terminated and approximately $5
million in related severance accruals remained.

Note 15:  Charges for Closure of Facilities

Year to date 2002 results include pretax charges of $55 million associated with
the closure, or impending closure, of an oriented strand board facility, four
packaging facilities, a corrugated medium machine and a containerboard facility.
The year-to-date charges include $34 million for asset impairments, $6 million
for the impairment of goodwill associated with the closed facilities, $8 million
of severance and $7 million of other closure costs.  The severance costs relate
to the termination of approximately 270 employees as a result of these
closures, of which approximately 240 had occurred as of September 29, 2002.
Approximately $5 million of these severance and closure liabilities remain in
accrued liabilities as of September 29, 2002.

In the third quarter of 2001, the company incurred $32 million in pretax charges
associated with the announced closures of a containerboard machine in
Springfield, Ore., and a fine paper machine and sheeter in Longview, Wash.  The
charges include $22 million for asset impairments, $6 million of severance and
$4 million of other closure costs.  The severance costs relate to the
termination of approximately 300 employees as a result of the closures.  As of
September 29, 2002, approximately 270 terminations had occurred and
approximately $5 million in severance and other closure liabilities remained.
Approximately 110 terminations had occurred as of December 30, 2001, and
approximately $7 million of severance and closure liabilities remained in
accrued liabilities.

Note 16:  Extraordinary Loss on Early Extinguishment of Debt

In February 2002, Weyerhaeuser issued bridge financing in connection with the
Willamette acquisition (see Note 18: Acquisition). Fees related to the
commitments on financing that had been secured for the acquisition were recorded
as deferred finance costs. In March 2002, Weyerhaeuser replaced the bridge
financing with $5.5 billion of notes payable (see Note 11: Long-Term Debt). The
unamortized portion of the deferred costs associated with the bridge financing
was written off as an extraordinary loss on the early extinguishment of debt in
the first quarter of 2002. Total deferred costs written off were $35 million.
The tax benefit associated with the write-off was $12 million.

Note 17:  Commitments and Contingencies

Capital Expenditures

Weyerhaeuser's capital expenditures, excluding acquisitions and real estate and
related assets, were $683 million in 2001, and are expected to be approximately
$950 million in 2002; however, that expenditure level could be increased or
decreased as a consequence of future economic conditions.

Countervailing and Antidumping Duties

In April of 2001, the Coalition for Fair Lumber Imports (Coalition) filed two
petitions with the U.S. Department of Commerce (Department) and the
International Trade Commission (ITC), claiming that production of softwood
lumber in Canada was being subsidized by Canada and that imports from Canada
were being "dumped" into the U.S. market and sold at less than fair value.  The
Coalition asked that countervailing duty (CVD) and antidumping tariffs be
imposed on softwood lumber imported from Canada.
<PAGE>
Weyerhaeuser Company -24-

In March 2002, the Department confirmed its preliminary finding that certain
Canadian provinces were subsidizing logs by failing to collect full market price
for stumpage and established a final CVD rate of 18.79%.  Because the final
determination eliminated the 90-day retroactive duties, the company reversed its
$18 million accrual for the retroactive portion of the CVD during the first
quarter of 2002.  The charge for the retroactive portion of the CVD had been
recognized during 2001.

In May 2002, the ITC confirmed its earlier ruling that U.S. industry is
threatened by subsidized and dumped imports.  Its finding of only threat of
injury means that the CVD and antidumping duties will be collected only for the
period beginning with the publication of its final order on May 22, 2002.  In
the antidumping portion of the case, the Department selected Weyerhaeuser and
five Canadian companies to provide data for the antidumping investigation.  In
its preliminary ruling issued on October 30, 2001, the Department found that the
company had engaged in dumping and set a preliminary "dumping margin" for the
company.  In the final determination, the company's depository rate was set at
12.39%.  With the finding by the ITC of only threat of injury, the
antidumping accruals of $29 million recorded in 2001 and $13 million recorded
in 2002 were reversed on the company books during the second quarter.

Following is a summary of the CVD and antidumping amounts recorded in the
company's statement of earnings:

<TABLE>
<CAPTION>
                                 Thirteen weeks ended Thirty-nine weeks ended
                                 --------------------  ----------------------
                                 Sept. 29,  Sept. 30,  Sept. 29,   Sept. 30,
Dollar amounts in millions         2002       2001       2002        2001
                                 ---------  ---------  ---------   ----------
<s>                             <c>         <c>        <c>         <c>
Charges for CVD and antidumping
  duties                          $    31    $    30    $    51     $    30
Reversals of 2001 charges for
  estimated CVD and antidumping
  duties                               --         --        (47)         --
Reversals of 2002 charges for
  estimated antidumping duties         --         --        (13)         --
                                 ---------  ---------  ---------   ----------
                                  $    31    $    30    $    (9)    $    30
                                 =========  =========  =========   ==========
</TABLE>

Approximately one year following the publication of the final order and annually
thereafter for a total of five years, the Department will conduct reviews to
determine whether the company had engaged in dumping and whether Canada
continued to subsidize softwood logs and, if so, the dumping margin and CVD to
impose.  At the end of five years, both the countervailing duty and antidumping
orders will be automatically reviewed in a "sunset" proceeding to determine
whether dumping or a countervailing subsidy will continue or recur.

The company is appealing under the North American Free Trade Agreement (NAFTA).
A panel has been appointed and will review the imposition of the antidumping
duty.  The federal and provincial governments in Canada also moved for appellate
review by panels under NAFTA and the World Trade Organization (WTO) with respect
to the CVD findings.

In July 2002, the WTO issued two interim rulings against the United States.  The
first ruling was against the so-called "Byrd Amendment," which gives U.S. firms
cash from punitive trade sanctions applied on foreign imports.  The second was
that a key measure used in the CVD to determine the existence of a subsidy is
improper.  Both rulings are being contested by the United States.

It is difficult to predict the net effect final duties will have on the company.
In the event that the CVD and antidumping margins are determined to be improper,
the charges incurred for these duties may be reversed and the company could
receive reimbursement for amounts paid to date.  In the event that final rates
differ from the depository rates, ultimate charges may be higher or lower than
those recorded to date.  The company is unable to estimate at this time the
amount of additional charges or reversals that may be necessary for this matter
in the future.
<PAGE>
Weyerhaeuser Company -25-

Hardboard Siding Claims

The company announced in June 2000 it had entered into a proposed nationwide
settlement of its hardboard siding class action cases and, as a result, took a
pretax charge of $130 million to cover the estimated cost of the settlement and
related claims.  The court approved the settlement in December 2000.  An appeal
from the settlement was denied in March 2002, and is now binding on all parties.
In the third quarter of 2001, the company reassessed the adequacy of the reserve
and increased the reserve by an additional $43 million.

The company incurred claims and related costs in the amount of $3 million and
$14 million in the third quarter of 2002 and 2001, respectively, and $9 million
and $24 million in the first thirty-nine weeks of 2002 and 2001, respectively,
and charged these costs against the reserve.  While the company believes that
the reserve balances established for these matters are adequate, the company is
unable to estimate at this time the amount of additional charges, if any, that
may be required for these matters in the future.

The settlement class consists of all persons who own or owned structures in the
United States on which the company's hardboard siding had been installed from
January 1, 1981, through December 31, 1999.  The following table presents an
analysis of the claims activity related to the hardboard siding class action
cases:


<TABLE>
<CAPTION>
                                           Thirty-nine   Fifty-two   Fifty-three
                                           weeks ended  weeks ended  weeks ended
                                            Sept. 29,     Dec. 30,    Dec. 31,
                                              2002          2001        2000
                                           -----------  -----------  -----------
<s>                                         <c>          <c>           <c>
Number of claims filed during the period       2,240        6,480          40
Number of claims resolved                      3,920        2,580          --
Number of claims unresolved at end of period   2,260        3,940          40
Number of damage awards paid                   1,500          400          --
Average damage award paid                    $ 1,850      $ 1,700        $ --
</TABLE>

The company negotiated settlements with its insurance carriers for recovery of
certain costs related to these claims.  As of September 29, 2002, the company
has either received or accrued $52 million in recoveries from its insurance
carriers.

At the end of the third quarter of 2002, the company is a defendant in state
trial court in 12 cases involving primarily multi-family structures and
residential developments.  The company anticipates that other individuals and
entities that have opted out of the settlement may file lawsuits against the
company.  In January 2002, a jury returned a verdict in favor of the company in
a lawsuit involving hardboard siding manufactured by the company and installed
by a developer in a residential development located in Modesto, California.  The
verdict has been appealed and is not included in the 12 cases mentioned at the
state court level.

Other Legal Proceedings

Antitrust Litigation.  In May 1999, two civil antitrust lawsuits were filed
against the company in U.S. District Court, Eastern District of Pennsylvania.
Both suits name as defendants several other major containerboard and packaging
producers.  The complaint in the first case alleges the defendants conspired to
fix the price of linerboard and that the alleged conspiracy had the effect of
increasing the price of corrugated containers.  The suit requested class
certification for purchasers of corrugated containers during the period October
1993 through November 1995.  The complaint in the second case alleges that the
company conspired to manipulate the price of linerboard and thereby the price of
corrugated sheets.  The suit requested class certification for purchasers of
corrugated sheets during the period October 1993 through November 1995.  Both
suits seek damages, including treble damages, under the antitrust laws.  No
specific damage amounts have been claimed.  In September 2001, the district
court certified both classes.  On appeal the 3rd Circuit Court of Appeals
affirmed the trial court's certification of the two classes.  The defendants
will seek certiorari with the U.S. Supreme Court.  At the trial level,
discussions have begun on reactivating pretrial discovery efforts.  Trial has
been set for April 2004.

In December 2000, a lawsuit was filed against the company in U.S. District Court
in Oregon alleging that from 1996 to present Weyerhaeuser had monopoly power or
attempted to gain monopoly power in the Pacific Northwest market for alder logs
and finished alder lumber.  In August 2001, the complaint was amended to add an
additional plaintiff and raise the request for relief to $30 million plus treble
damages, attorney fees and costs.  Trial is scheduled for April 8, 2003.
Weyerhaeuser denies the allegations and is vigorously defending this action.
<PAGE>
Weyerhaeuser Company -26-

Paragon Trade Brands, Inc. Litigation.  In May 1999, the Equity Committee
(Committee) in the Paragon Trade Brands, Inc. (Paragon) bankruptcy proceeding
filed a motion in U.S. Bankruptcy Court for the Northern District of Georgia for
authority to prosecute claims against the company in the name of the debtor's
estate.  Specifically, the Committee asserted that the company breached certain
warranties in agreements entered into between Paragon and the company in
connection with Paragon's public offering of common stock in January 1993.  The
Committee seeks to recover damages sustained by Paragon as a result of two
patent infringement cases, one brought by Procter & Gamble and the other by
Kimberly-Clark.  In September 1999, the court authorized the Committee to
commence an adversary proceeding against the company.  The Committee commenced
this proceeding in October 1999, seeking damages in excess of $420 million
against the company.  Pursuant to a reorganization of Paragon, the litigation
claims representative for the bankruptcy estate became the plaintiff in the
proceeding.  On June 26, 2002, the Bankruptcy Court issued an oral opinion
granting the plaintiff's motion for partial summary judgment, holding
Weyerhaeuser liable to plaintiff for breaches of warranty, and denying the
company's motion for summary judgment.  On October 30, 2002, the Bankruptcy
Court issued a written order confirming the June oral opinion.  The company
plans to file a Petition for Reconsideration with the Bankruptcy Court.  No
trial date has been set for the determination of the damages.  Weyerhaeuser
disagrees with the Bankruptcy Court's decision and will diligently
pursue all available relief.

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

Summary.  Although the final outcome of any legal proceeding is subject to a
great many variables and cannot be predicted with any degree of certainty, the
company's management presently believes that resolving all of these matters will
not have a material adverse impact on the company's financial position or its
results of operations.

Environmental Matters

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

The company is also a party to various proceedings relating to the cleanup of
hazardous waste sites under the Comprehensive Environmental Response
Compensation and Liability Act, commonly known as "Superfund," and similar state
laws.  The EPA and/or various state agencies have notified the company that it
may be a potentially responsible party with respect to other hazardous waste
sites as to which no proceedings have been instituted against the company.  The
company has established reserves for remediation costs on all of the
approximately 74 active sites across its operations as of the end of the third
quarter of 2002 totaling $41 million, down from $45 million at the end of 2001.
This decrease reflects the incorporation of new information on all sites
concerning remediation alternatives, updates on prior cost estimates and new
sites (none of which were significant) less the costs incurred to remediate
these sites during this period. The company accrued $2 million and $1 million of
remediation costs into this reserve in the first thirty-nine weeks of 2002 and
2001, respectively.  Year to date, the company incurred remediation costs of $6
million in 2002 and $8 million in 2001, and charged these costs against the
reserve. While the company believes that the reserve balances established for
these matters are adequate, the company is unable to estimate at this time the
amount of additional charges, if any, that may be required for these matters in
the future.

Note 18:  Acquisition

On March 14, 2002, the company completed a merger of Willamette and Company
Holdings, Inc. (CHI), a wholly owned subsidiary of the company, pursuant to
which Willamette became a wholly-owned subsidiary of the company. The total
purchase price, including assumed debt of $1.8 billion, was $8.1 billion.
Willamette was an integrated forest products company that produced building
materials, composite wood panels, fine paper, office paper products, corrugated
packaging and grocery bags in over 100 plants located in the United States,
Europe and Mexico, and owned 1.7 million acres of forestlands in the United
States. The company believes these assets fit well with and enhance the
company's capabilities in a number of its core product markets. The acquisition
creates a larger company that is a leading producer in its major product lines
and is better able to meet the needs of its customers. The company believes the
acquisition will position the company to increase shareholder value. These
factors contributed to the goodwill, which is preliminarily recorded at $1.7
billion.
<PAGE>
Weyerhaeuser Company -27-

Pursuant to the merger agreement among the company, Willamette and CHI dated
January 28, 2002, CHI filed a tender offer for all of the outstanding shares of
common stock of Willamette at a purchase price of $55.50 per share. On February
11, 2002, CHI accepted for payment approximately 97% of the outstanding shares
of Willamette common stock and outstanding options to purchase shares of common
stock, thereby acquiring a controlling interest in Willamette. On March 14,
2002, the company consummated the merger and all the remaining outstanding
Willamette shares, other than those held by the company, CHI or Willamette, were
converted into the right to receive $55.50 in cash. Pursuant to the merger
agreement, options that were not surrendered in the tender became, as of the
merger date, options to purchase company shares in an amount and at an exercise
price adjusted by a conversion ratio based on $55.50 per share and the market
price of a share of the company's common stock.  Effective June 30, 2002,
Willamette merged with and into the company with Willamette ceasing to exist.

The company accounted for the transaction using the purchase method of
accounting. Accordingly, the assets and liabilities of the acquired company were
included in the Consolidated Balance Sheet and the operating results were
included in the Consolidated Statement of Earnings beginning February 11, 2002.

The estimated excess cost at February 11, 2002, was calculated as follows:

Dollar amounts in millions

Purchase price of tender offer and stock option cash-out           $  6,162
Direct transaction costs and expenses                                   127
Deferred tax effect of applying purchase accounting                   1,331
Less:  historical net assets                                         (2,487)
                                                                   ---------
     Total excess costs                                            $  5,133
                                                                   =========

The above calculation of excess purchase price is preliminary.  The company is
in the process of conducting valuations of the acquired timberlands and
property, plant and equipment.  The company expects the valuations to be
completed during the fourth quarter 2002 and that they will not materially
affect the preliminary allocation of the purchase price.  The excess purchase
price is allocated as follows:

Dollar amounts in millions

Long-lived assets                                                   $  3,412
Goodwill                                                               1,721
                                                                    ---------
     Total excess costs                                             $  5,133
                                                                    =========

Property, plant and equipment are being depreciated over a weighted average of
15 years. The cost of timber and timberlands is charged to expense as the
related timber is harvested. Goodwill is not amortized, but will be assessed for
impairment annually using a fair value based approach.

The following summarized unaudited pro forma information, assuming this
acquisition occurred at the beginning of fiscal periods presented, is as
follows:

Pro Forma Information (unaudited)
<TABLE>
<CAPTION>
                                Thirteen weeks ended  Thirty-nine weeks ended
                                 -------------------- -----------------------
Dollar amounts in millions,      Sept. 29,  Sept. 30,  Sept. 29,   Sept. 30,
  except per share data            2002       2001       2002        2001
                                 ---------  ---------  ---------   ----------
<s>                              <c>        <c>        <c>         <c>
Net sales and revenues            $ 4,912    $ 4,843    $ 14,322    $ 14,437
Net earnings before extraordinary
  item                                 13         83          98         352
Net earnings                           13         83          74         330
Earnings per share:
  Basic and diluted               $  0.06    $  0.38    $   0.33    $   1.50
</TABLE>
<PAGE>
Weyerhaeuser Company -28-

Note 19:  Business Segments

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

. Timberlands, which includes logs, chips and timber, and distribution and
  converting facilities located outside North America;

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

. Pulp and paper, which includes pulp, paper and bleached paperboard;

. Containerboard, packaging and recycling; and

. Real estate and related assets.

Prior to the second quarter of 2002, Weyerhaeuser reported its paper-related
businesses in a single pulp, paper and packaging segment.  During the second
quarter of 2002, Weyerhaeuser changed the structure of its internal
organization.  As a result, the paper-related businesses are now reported as two
segments entitled (i) pulp and paper, and (ii) containerboard, packaging and
recycling.  Comparative information has been restated to conform to the new
reportable segments.

The timber-based businesses involve a high degree of integration among timber
operations; building materials conversion facilities; and pulp, paper,
containerboard and bleached paperboard primary manufacturing and secondary
conversion facilities. This integration includes extensive transfers of raw
materials, semi-finished materials and end products between and among these
groups. The company's accounting policies for segments are the same as those
described in Note 1: Summary of Significant Accounting Policies.

Management evaluates segment performance based on the contributions to earnings
of the respective segments. Accounting for segment profitability in integrated
manufacturing sites involves allocation of joint conversion and common facility
costs based upon the extent of usage by the respective product lines at that
facility. Transfer of products between segments is accounted for at current
market values.
<PAGE>
Weyerhaeuser Company -29-

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

<TABLE>
<CAPTION>
                                 Thirteen weeks ended Thirty-nine weeks ended
                                 --------------------  ----------------------
                                  Sept. 29,  Sept. 30,  Sept. 29,   Sept. 30,
Dollar amounts in millions          2002       2001       2002        2001
                                 ---------  ---------  ---------   ----------
<s>                              <c>        <c>        <c>         <c>
Sales to and revenues from
  unaffiliated customers:
   Timberlands                    $   334    $    184   $    757    $    590
   Wood products                    1,957       1,751      5,805       5,000
   Pulp and paper                     967         637      2,690       1,957
   Containerboard, packaging
     and recycling                  1,149         755      3,222       2,388
   Real estate and related assets     468         392      1,285       1,097
   Corporate and other                 37          33        110         115
                                 ---------  ---------  ---------   ----------
                                    4,912       3,752     13,869      11,147
                                 ---------  ---------  ---------   ----------
Intersegment sales:
  Timberlands                         249         136        767         420
  Wood products                        68          52        171         170
  Pulp and paper                       25          29         85         111
  Containerboard, packaging
    and recycling                      30           3         43           6
  Corporate and other                   3           2          7           9
                                 ---------  ---------  ---------   ----------
                                      375         222      1,073         716
                                 ---------  ---------  ---------   ----------

Total sales and revenues            5,287       3,974     14,942      11,863
Intersegment eliminations            (375)       (222)    (1,073)       (716)
                                 ---------  ---------  ---------   ----------
                                  $  4,912   $  3,752   $ 13,869    $ 11,147
                                 =========  =========  =========   ==========
</TABLE>

<TABLE>
<CAPTION>
Approximate contribution (charge) to earnings (1):
<s>                              <c>        <c>        <c>         <c>
  Timberlands                     $    138   $    107   $    432    $    378
  Wood products                        (18)        47         55         123
  Pulp and paper                        10        (28)        (4)         72
  Containerboard, packaging
    and recycling                       88         69        221         231
  Real estate and related assets (1)    85         75        255         206
  Corporate and other                  (85)       (61)      (204)       (218)
                                  ---------  ---------  ---------   ----------
                                       218        209        755         792
Interest expense                      (214)       (93)      (579)       (268)
Capitalized interest                    16          6         36          16
                                  ---------  ---------  ---------   ----------
Earnings before income taxes and
  extraordinary item                    20        122        212         540
Income taxes                            (7)       (31)       (74)       (171)
                                  ---------  ---------  ---------   ----------
Earnings before extraordinary item      13         91        138         369
Extraordinary item                      --         --        (23)         --
                                  ---------  ---------  ---------   ----------
Net earnings                       $    13    $    91    $   115     $   369
                                  =========  =========  =========   ==========
</TABLE>
Segment information for the thirty-nine weeks ended September 29, 2002, includes
the addition of the Willamette operations as of February 11, 2002. Total assets
of the company increased from $18.3 billion as of December 30, 2001, to $28.8
billion as of September 29, 2002, primarily due to the Willamette acquisition.
There were no material changes from year-end 2001 in basis for measuring segment
profit or loss.

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

(1) Interest expense of $1 million for the thirteen weeks and $5 million for the
    thirty-nine weeks ended September 30, 2001, is included in the determination
    of approximate contributions to earnings and is excluded from interest
    expense for the financial services businesses.
<PAGE>
Weyerhaeuser Company -30-

Note 20:  Subsequent Events

Subsequent to the close of the third quarter, the company announced its plans to
close its Sturgeon Falls, Ont., containerboard mill and two wood products
facilities located in Snoqualmie and Enumclaw, Wash.  The company expects to
recognize pretax closure costs of approximately $25 million in its fourth
quarter 2002 results.

In addition, the company announced the sale of approximately 115,000 acres of
western timberlands for approximately $211 million.  Net proceeds from this
transaction will be utilized to repay debt.
<PAGE>
Weyerhaeuser Company -31-

                   WEYERHAEUSER COMPANY AND SUBSIDIARIES
                   -------------------------------------
             Management's Discussion and Analysis of Financial
                    Condition and Results of Operations

Forward Looking Statements

Some information included in this report contains statements concerning the
company's future results and performance that are forward looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.  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;

. performance of the company's manufacturing operations;

. the successful execution of internal performance plans;

. the level of competition;

. the effect of forestry, land use, environmental and other governmental
  regulations;

. fires, floods and other natural disasters;

. regulatory approvals of pending timberland sales;

. the company's ability to successfully integrate and manage acquired businesses
  and to realize anticipated cost savings and synergies from these acquisitions;

. the ability of acquired businesses to perform in accordance with the company's
  expectations;

. legal proceedings;

. uncertainties affecting insurance recoveries; and

. performance of pension fund investments.

The company is also a large exporter and is affected by changes in economic
activity in Europe and Asia, particularly Japan, and by changes in currency
exchange rates, particularly the relative value of the U.S. dollar to the
Canadian dollar, the Euro and the Yen, 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 could cause or contribute to actual results
differing materially from such forward looking statements and, accordingly, no
assurances can be given that any of the events anticipated by the forward
looking statements will occur, or if any of them occurs, what effect they will
have on the company's results of operations or financial condition.  The company
expressly declines any obligation to publicly revise any forward looking
statements that have been made to reflect the occurrence of events after the
date of this report.
<PAGE>
Weyerhaeuser Company -32-

Results of Operations

The term "company" refers to Weyerhaeuser Company and all of its majority-owned
domestic and foreign subsidiaries.  The term "Weyerhaeuser" excludes the real
estate and related assets operations.

Consolidated Results

Consolidated net sales and earnings for the thirteen and thirty-nine week
periods ended September 29, 2002, and September 30, 2001, were:

<TABLE>
<CAPTION>
                                 Thirteen weeks ended Thirty-nine weeks ended
                                 --------------------  ----------------------
Dollar amounts in millions,      Sept. 29,  Sept. 30,  Sept. 29,   Sept. 30,
  except per share data            2002       2001       2002        2001
                                 ---------  ---------  ---------   ----------
<s>                              <c>        <c>        <c>         <c>
Net sales and revenues            $ 4,912    $ 3,752   $ 13,869     $ 11,147
Net earnings                           13         91        115          369
Net earnings per share, basic
  and diluted                        0.06       0.41       0.52         1.68
</TABLE>

On February 11, 2002, Weyerhaeuser Company acquired Willamette Industries, Inc.
(Willamette).  The consolidated statement of earnings includes Willamette's
results beginning on the date of acquisition.

Year-to-date net earnings for 2002 include the following unusual after-tax
items:

. An extraordinary charge of $23 million for the deferred costs associated with
  the bridge financing of the acquisition of Willamette;
. Charges of $27 million for integration of facilities;
. The unfavorable impact of business disruption  of approximately $34 million
  following a recovery boiler explosion at the Plymouth, N.C., paper facility
  that occurred in the second quarter;
. A charge of $35 million associated with the closure, or impending closure, of
  seven facilities; and
. A benefit of $31 million from the reversal of previously accrued
  countervailing duties.

Year-to-date net earnings for 2001 include the following unusual after-tax
items:

. A charge of $26 million associated with outsourcing certain information
  technology services as part of the company's program to streamline support
  services;
. A charge of $20 million associated with the closure of two paper machines and
  a sheeter;
. A charge of $15 million for integration costs associated with the MacMillan
  Bloedel and Trus Joist acquisitions;
. Charges of $6 million for costs resulting from Westwood Shipping Line's
  transition to a new charter fleet; and
. A benefit of $29 million for one-time reductions in deferred taxes due to
  lower Canadian and British Columbia provincial corporate tax rates.

Operating results for the first thirty-nine weeks of 2002 include $106 million
in net pension income compared with $177 million in the first thirty-nine weeks
of 2001.  The decrease is primarily attributable to reductions in expected and
actual rates of return on plan assets and a reduction in the discount rate used
to calculate plan obligations.  See Pension Plans for a discussion of the net
impact that changes in the assumptions can have on pension income.
<PAGE>
Weyerhaeuser Company -33-

Timberlands
<TABLE>
<CAPTION>
                                 Thirteen weeks ended Thirty-nine weeks ended
                                 --------------------  ----------------------
                                  Sept. 29,  Sept. 30,  Sept. 29,   Sept. 30,
Dollar amounts in millions          2002       2001       2002        2001
                                 ---------  ---------  ---------   ----------
<s>                              <c>        <c>        <c>         <c>
Net sales and revenues            $   334    $    184   $   757     $    590
Contribution to earnings              138         107       432          378
</TABLE>

Third party sales volume for timberlands raw materials and log production volume
for the thirteen and thirty-nine week periods ended September 29, 2002, and
September 30, 2001, are as follows:

<TABLE>
<CAPTION>
                                 Thirteen weeks ended Thirty-nine weeks ended
                                 --------------------  ----------------------
                                  Sept. 29,  Sept. 30,  Sept. 29,   Sept. 30,
Volumes in millions                 2002       2001       2002        2001
                                 ---------  ---------  ---------   ----------
<s>                                  <c>        <c>        <c>         <c>
Raw materials third party sales
  volume - cubic feet                 104         76        279         233
Log production volume - cubic feet    164        129        508         392
</TABLE>


Timberlands' net sales and revenues improved $150 million for the thirteen-week
period ended September 29, 2002, and $167 million year to date compared to the
same periods in 2001.  The increases in sales are attributable to increased
volumes harvested of 27% in the third quarter and 30% year to date when compared
to the comparable periods in 2001.  The increase in timber volumes is primarily
related to the inclusion of the acquired Willamette logging operations.  Net
sales and revenues also increased with the addition of the former Willamette
composite panel operations in Europe, which are included in the timberlands
segment with the company's other wood products converting locations located
outside of North America.

Timberlands' contributions to earnings improved $31 million in the third quarter
of 2002 and $54 million year to date compared to the same periods in 2001,
primarily due to incremental volume harvested.   Pretax gains on dispositions of
non-strategic timberlands contributed $28 million and $16 million for the third
quarter of 2002 and 2001, respectively, $69 million for the thirty-nine weeks
ended September 29, 2002, and $82 million for the comparative year-to-date
period in 2001.  Year-to-date earnings for 2002 also reflect a $28 million net
increase in earnings in international operations, resulting from the combination
of a healthy housing market in Australia, strengthening export log prices in New
Zealand, and favorable exchange rate fluctuations.

Fourth quarter log prices are expected to soften seasonally as a result of
weaker lumber prices.  Normal seasonal increases in harvest volumes during the
fourth quarter are expected to buoy the segment's earnings in the fourth quarter
of 2002 compared to the third quarter.
<PAGE>
Weyerhaeuser Company -34-

Wood Products

<TABLE>
<CAPTION>
                                 Thirteen weeks ended Thirty-nine weeks ended
                                 --------------------  ----------------------
                                  Sept. 29,  Sept. 30,  Sept. 29,   Sept. 30,
Dollar amounts in millions          2002       2001       2002        2001
                                 ---------  ---------  ---------   ----------
<s>                              <c>        <c>        <c>         <c>
Net sales and revenues            $ 1,957    $  1,751   $  5,805    $  5,000
Contribution (charge) to earnings     (18)         47         55         123
</TABLE>

Net sales and revenues for the wood products segment improved $206 million for
the third quarter and $805 million for the first thirty-nine weeks of 2002
compared to the same periods in 2001, primarily due to incremental sales volume
from the acquired Willamette operations.  These increases were partially offset
by declines in net selling prices for wood products, most notably softwood
lumber and structural panels.

Contribution to earnings declined $65 million and $68 million for the
comparative quarterly and year to date periods, primarily due to eroding
softwood lumber prices.  Demand for wood products has remained relatively strong
as a result of low interest rates, which contributed to strong levels of housing
starts and remodeling activity. Despite strong demand, an oversupplied condition
exists in domestic markets as a result of the unintended consequences caused by
the countervailing (CVD) and antidumping duties on imports of Canadian softwood
lumber into the U.S.  The duties have resulted in higher, not lower, shipments
of Canadian lumber into the U.S., as the method used to calculate these duties
has encouraged Canadian producers to run greater volumes to lower unit costs.
Declines in net selling prices for structural panels, while of a lesser
magnitude than softwood lumber price declines, have also contributed to the
decline in earnings.

Year-to-date contribution to earnings for 2002 includes a $17 million pretax
charge associated with the permanent closure of an oriented strand board (OSB)
facility in Canada.   Other events in the third quarter and year-to-date periods
of 2002 negatively affected pretax segment earnings by approximately $10
million.  These unusual events included start-up costs associated with the
Kenora, Ont., engineered wood products facility and the Simsboro, La.,
particleboard facility, which are both operating well through the start-up
curve.  In addition, operating results include costs associated with previously
announced mill closures and reduced production at an OSB mill due to the loss of
a key machine center in early September 2002.  Costs associated with these items
are expected to remain the same for the fourth quarter of 2002.

Following is a summary of the CVD and antidumping amounts included in the
segment's net sales and revenues and contribution to earnings:

<TABLE>
<CAPTION>
                                 Thirteen weeks ended Thirty-nine weeks ended
                                 --------------------  ----------------------
                                 Sept. 29,  Sept. 30,  Sept. 29,   Sept. 30,
Dollar amounts in millions         2002       2001       2002        2001
                                 ---------  ---------  ---------   ----------
<s>                              <c>        <c>        <c>         <c>
Charges for CVD and
  antidumping duties              $    31    $    30    $    51     $    30
Reversals of 2001 charges for
  estimated CVD and
  antidumping duties                   --         --        (47)         --
Reversals of 2002 charges for
  estimated antidumping duties         --         --        (13)         --
                                 ---------  ---------  ---------   ----------
                                  $    31    $    30    $    (9)    $    30
                                 =========  =========  =========   ==========
</TABLE>

CVD and antidumping duties are expected to total between $65 and $70 million for
2002.

The momentum in the housing market is expected to continue into next year as new
residential housing starts are expected to remain relatively strong.  As a
result, demand for wood products is expected to remain strong, but markets
remain oversupplied.  In response to market conditions, the company may take
maintenance-related downtime and extended downtime during the holidays.
Inventories are expected to remain in balance.  The outlook for pricing remains
uncertain; however, the company believes wood products prices are at or near
cash costs.
<PAGE>
Weyerhaeuser Company -35-

Third party sales and total production volumes for the major products in the
wood products segment for the thirteen and thirty-nine week periods ended
September 29, 2002, and September 30, 2001, are as follows:

<TABLE>
<CAPTION>
                                 Thirteen weeks ended Thirty-nine weeks ended
                                 --------------------  ----------------------
Third party sales volumes        Sept. 29,  Sept. 30,  Sept. 29,   Sept. 30,
  (millions)                       2002       2001       2002        2001
                                 ---------  ---------  ---------   ----------
<s>                                <c>        <c>        <c>         <c>
Softwood lumber - board feet        2,362      1,943      6,469       5,402
Softwood plywood and
  veneer - square feet (3/8")         736        494      2,061       1,434
Composite panels - square feet (3/4")  95         61        848         183
Oriented strand board - square
  feet (3/8")                       1,117        964      3,157       2,751
Hardwood lumber - board feet          104         99        325         311
Raw materials - cubic feet            207        154        514         467
</TABLE>

<TABLE>
<CAPTION>
                                 Thirteen weeks ended Thirty-nine weeks ended
                                 --------------------  ----------------------
Total production volumes         Sept. 29,  Sept. 30,  Sept. 29,   Sept. 30,
 (millions)                        2002       2001       2002        2001
                                 ---------  ---------  ---------   ----------
<s>                                <c>        <c>        <c>         <c>
Softwood lumber - board feet        1,728      1,315      4,960       4,143
Softwood plywood and
  veneer - square feet (3/8")         584        275      1,577         838
Composite panels - square feet (3/4") 200         21        546          75
Oriented strand board - square
  feet (3/8")                       1,115        912      3,016       2,528
Hardwood lumber - board feet          107         99        302         319
Logs - cubic feet                     204        166        576         477
</TABLE>

Pulp and Paper

<TABLE>
<CAPTION>
                                 Thirteen weeks ended Thirty-nine weeks ended
                                 --------------------  ----------------------
                                 Sept. 29,  Sept. 30,  Sept. 29,   Sept. 30,
Dollar amounts in millions         2002       2001       2002        2001
                                 ---------  ---------  ---------   ----------
<s>                              <c>        <c>        <c>         <c>
Net sales and revenues            $   967    $   637    $ 2,690     $ 1,957
Contribution (charge) to earnings      10        (28)        (4)         72
</TABLE>

During the second quarter of 2002, Weyerhaeuser changed the structure of its
internal organization, resulting in a change in the reporting of its pulp, paper
and packaging operations.  Prior to the second quarter of 2002, Weyerhaeuser's
paper-related businesses were reported in a single pulp, paper and packaging
segment.  These businesses have been split into two segments entitled (i) pulp
and paper, and (ii) containerboard, packaging and recycling.  The pulp and paper
segment includes all of the company's white paper production including market
pulp, fine paper, newsprint, and bleached paperboard.

Incremental volume from the acquired Willamette operations contributed the
majority of the $330 million increase in net sales and revenues for the pulp and
paper segment in the third quarter of 2002, as well as the $733 million increase
in net sales in the first thirty-nine weeks of 2002, compared to the same
periods in 2001.  The year-to-date increase attributable to the Willamette
acquisition was partially offset by declines in pulp prices, which are lower
than early 2001 levels.  In recent quarters, however, prices have moderated.

Business disruption associated with the second quarter recovery boiler explosion
at the Plymouth, N.C., paper facility negatively impacted contribution to
earnings by approximately $30 million pretax for the third quarter of 2002 and
approximately $52 million pretax for the year-to-date period.  The boiler
repairs have been completed and the facility has resumed normal operations.
Third quarter and year-to-date results for 2001 include a $19 million pretax
charge for costs associated with the fine paper machine closure at the Longview,
Wash., facility.

Excluding the impact of business disruption costs and closure costs,
contribution to earnings in the third quarter 2002 improved from the third
quarter 2001, primarily as a result of improved pricing for pulp and fine paper.
However, year-to-date 2002 contribution to earnings declined as a result of
depressed pulp prices in the beginning of the year.  In addition, net selling
prices for newsprint have declined over the comparative year-to-date periods,
resulting in additional declines in contribution to earnings.
<PAGE>
Weyerhaeuser Company -36-

Fine paper prices are expected to increase in the fourth quarter and are
expected to more than offset any potential decline in market pulp pricing.  The
start-up of the paper machine at the Kingsport, Tenn., paper facility and the
closure of a higher cost machine will reduce production costs at that facility.
Due to recent machine closures and strong order backlogs, market related
downtime should be minimal, provided inventories remain in balance.   In
addition, the recovery boiler at the Plymouth, N.C., facility has been repaired
and the company fully expects to recover its losses associated with business
disruption and repair costs through insurance proceeds during the fourth
quarter.

Third party sales and total production volumes for major pulp and paper products
follow:

<TABLE>
<CAPTION>
                                 Thirteen weeks ended Thirty-nine weeks ended
                                 --------------------  ----------------------
Third party sales volumes        Sept. 29,  Sept. 30,  Sept. 29,   Sept. 30,
  (thousands)                      2002       2001       2002        2001
                                 ---------  ---------  ---------   ----------
<s>                                  <c>        <c>      <c>         <c>
Pulp - air-dry metric tons            561        527      1,742       1,514
Paper - tons                          804        406      2,164       1,154
Bleached paperboard - tons             47         66        161         182
</TABLE>

<TABLE>
<CAPTION>
                                 Thirteen weeks ended Thirty-nine weeks ended
                                 --------------------  ----------------------
Total production volumes         Sept. 29,  Sept. 30,  Sept. 29,   Sept. 30,
 (thousands)                       2002       2001       2002        2001
                                 ---------  ---------  ---------   ----------
<s>                                  <c>        <c>      <c>         <c>
Pulp - air-dry metric tons            630        553      1,729       1,550
Paper - tons                          747        357      2,032       1,096
Bleached paperboard - tons             31         69        161         182
</TABLE>
<PAGE>
Weyerhaeuser Company -37-

Containerboard, Packaging and Recycling

<TABLE>
<CAPTION>
                                 Thirteen weeks ended Thirty-nine weeks ended
                                 --------------------  ----------------------
                                 Sept. 29,  Sept. 30,  Sept. 29,   Sept. 30,
Dollar amounts in millions         2002       2001       2002        2001
                                 ---------  ---------  ---------   ----------
<s>                              <c>        <c>        <c>         <c>
Net sales and revenues            $ 1,149    $   755    $ 3,222     $ 2,388
Contribution to earnings               88         69        221         231
</TABLE>

Incremental volume from the acquired Willamette operations contributed to
increases in net sales for the containerboard, packaging and recycling segment
of $394 million for the third quarter and $834 million for the first thirty-nine
weeks of 2002 compared to the same periods in 2001.   These increases were
partially offset by declines in net selling prices for both containerboard and
packaging from the comparative periods in 2001.

Contribution to earnings improved $19 million for the third quarter 2002
compared to the third quarter 2001, but declined $10 million for the
year-to-date comparative periods.  Contribution to earnings for the first
thirty-nine weeks of 2002 includes charges of $38 million associated with
facility closures, or announced closures.  Results for both the third quarter
and first thirty-nine weeks of 2001 include a $13 million charge for costs
associated with a containerboard machine closure at the Springfield, Ore.,
facility.

Excluding unusual items, contribution to earnings improved slightly in the third
quarter of 2002 compared to the third quarter of 2001.  Year-to-date
contribution to earnings improved as a result of the Willamette acquisition and
improving operating rates at the company's containerboard facilities.  These
positive trends were partially offset by declines in both containerboard and
box prices for the comparative periods.

Recent increases in containerboard prices are expected to hold in the fourth
quarter and the company expects to implement a price increase in packaging by
the end of the fourth quarter.  Average old corrugated container costs for the
fourth quarter are expected to decline from the average costs for the third
quarter.  Through capacity rationalizations and further integration with the box
plants, the company has reduced its exposure to both domestic and export open
market sales.  These factors are expected to result in improved segment earnings
for the fourth quarter, despite seasonally lower demand.

Third party sales and total production volumes for containerboard, packaging,
and recycling follow:

<TABLE>
<CAPTION>

                                 Thirteen weeks ended Thirty-nine weeks ended
                                 --------------------  ----------------------
Third party sales volumes        Sept. 29,  Sept. 30,  Sept. 29,   Sept. 30,
  (thousands)                      2002       2001       2002        2001
                                 ---------  ---------  ---------   ----------
<s>                               <c>        <c>      <c>         <c>
Containerboard - tons                 318        223      876         663
Packaging - MSF                    17,902     13,319   50,888      37,865
Recycling - tons                      539        548    1,695       2,191
</TABLE>

<TABLE>
<CAPTION>
                                 Thirteen weeks ended Thirty-nine weeks ended
                                 --------------------  ----------------------
Total production volumes         Sept. 29,  Sept. 30,  Sept. 29,   Sept. 30,
 (thousands)                       2002       2001       2002        2001
                                 ---------  ---------  ---------   ----------
<s>                              <c>        <c>        <c>         <c>
Containerboard - tons              1,621      1,065      4,471       2,716
Packaging - MSF                   20,432     13,077     57,343      39,864
Recycling - tons                   1,545      1,210      4,547       3,583
</TABLE>
<PAGE>
Weyerhaeuser Company -38-

Real Estate and Related Assets

<TABLE>
<CAPTION>
                                 Thirteen weeks ended Thirty-nine weeks ended
                                 --------------------  ----------------------
                                 Sept. 29,  Sept. 30,  Sept. 29,   Sept. 30,
Dollar amounts in millions         2002       2001       2002        2001
                                 ---------  ---------  ---------   ----------
<s>                              <c>        <c>        <c>         <c>
Net sales and revenues            $   468    $   392    $ 1,285     $ 1,097
Contribution to earnings               85         75        255         206
</TABLE>

Net sales and contribution to earnings improved for both the third quarter and
first thirty-nine weeks of 2002 compared to the same periods in 2001.  Sales in
markets where the company operates remained strong during the third quarter of
2002, despite a modest slowdown in traffic in some markets.

Contribution to earnings includes pretax gains from the sales of apartment
complexes of $14 million in the third quarter of 2002 and $21 million in the
first thirty-nine weeks of 2002.  The real estate business is expected to
continue to perform well into the fourth quarter of 2002, given the six-month
backlog of sold but not closed homes and favorable mortgage rates; however, no
apartment complex sales are anticipated.

Costs and Expenses

Weyerhaeuser's third quarter costs and expenses were $4.3 billion compared to
$3.2 billion in the same quarter last year.  Increases in costs and expenses are
primarily attributable to the inclusion of Willamette's operations since
acquisition. Weyerhaeuser's cost of products sold, as a percentage of sales, was
81% for the current quarter, compared to 79% for the third quarter 2001.  The
increase is primarily attributable to the decline in net selling prices for the
company's structural lumber and panel products when compared to the third
quarter of 2001.

Various unusual or nonrecurring items are included in Weyerhaeuser's costs and
expenses.  These items are discussed under the heading "Consolidated Results"
above and in the discussion of each segment materially affected by the unusual
item.

Other operating costs, net, is an aggregation of both recurring and nonrecurring
items and, as a result, can fluctuate from year to year.  Exchange rates between
the U.S. dollar and Canadian dollar have fluctuated widely during 2002
contributing to a gain of $8 million in the first quarter of 2002, a gain
of $27 million in the second quarter of 2002, and a loss of
$16 million in the third quarter of 2002.  Other operating costs for the first
thirty-nine weeks of 2001 are most significantly impacted by nonrecurring
charges associated with Westwood Shipping Line's transition to a new charter
fleet of $10 million and the company's support alignment initiative of $55
million.  The majority of the costs recognized in conjunction with the
company's support alignment initiative are due to the company's decision to
outsource certain information services functions.

The increase in the real estate and related assets segment's costs and expenses
is attributable to the increased sales volumes over the same periods last year.

Pension Plans

The company sponsors several qualified and nonqualified pension plans for its
employees. Historically, the market value of the assets of the company's plans
has exceeded plan liabilities.  The assumptions used in measuring the benefit
obligations of these plans, including the discount rate, the expected return on
plan assets and assumed increases in wages and salaries, are reviewed with
external plan actuaries annually at the end of each fiscal year and are updated
as appropriate. Actual experience that is less favorable than the assumptions
could reduce pension income in the company's consolidated statement of earnings,
could decrease shareholders' interest on the company's consolidated balance
sheet, and could require the company to make cash contributions.

Changes in each of the four key assumptions are estimated to have the following
impact on 2003 pension income:

. For each 1% that the actual rate of return on plan assets is lower than the
  assumed rate of return, pension income would be reduced by approximately $2
  million for U.S. plans and $1 million for Canadian plans.
. For each 1% reduction in the assumed rate of return on the plans, pension
  income would be reduced by approximately $17 million for U.S. plans and $5
  million for Canadian plans.
. For each 0.5% reduction in the assumed discount rate, pension income would be
  reduced by approximately $6 million for U.S. plans and $4 million for Canadian
  plans.
<PAGE>
Weyerhaeuser Company -39-

. For each 0.5% increase in assumed wages and salaries, pension income would
  decrease by approximately $11 million for U.S. plans and $5 million for
  Canadian plans.

The annual actuarial review for 2002 will take place at the end of the fiscal
year.  The company is unable to predict with any certainty the performance of
the financial markets for the remainder of 2002 or prevailing interest rates at
the end of 2002.  Changes in these factors could have a material impact on the
company's pension related estimates.  Based upon information currently
available, the company does not expect to be required to make any cash
contributions to its U.S. plans in 2002 or 2003, expects to make small cash
contributions to its Canadian plans in 2002 and 2003, and expects to record a
reduction in shareholders' interest of approximately $90 million in the fourth
quarter of 2002 to reflect an increase in its additional minimum pension
liability.

The company plans to terminate the U.S. salaried pension fund covering former
MacMillan Bloedel employees, and will pay out benefits earned by employees and
retirees under those plans.  The termination of this plan will result in an
after-tax charge of approximately $25 million in the fourth quarter of 2002.

Liquidity and Capital Resources

General

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

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

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

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

Operations

Net cash from operations before changes in working capital of $1.0 billion in
2002 was $180 million, or 21 percent, greater than the $850 million provided in
2001. The increase is due to changes in noncash items, primarily an increase in
depreciation, amortization and fee stumpage of $231 million resulting from the
acquisition of Willamette and a reduction in net pension and other
postretirement benefit income of $93 million.  These increases were partially
offset by the decline in year-to-date net earnings.

Changes in working capital items resulted in a decrease in cash flow provided by
operations of $260 million, primarily due to increases in receivable balances.
The company continually strives to keep working capital balances in line.  Since
the end of the second quarter, the company has reduced its investment in working
capital by more than $50 million.  The company's inventory turnover rate
increased to 10.3 turns in the thirteen weeks ended September 29, 2002, compared
to 9.2 turns in the comparable period in 2001.
<PAGE>
Weyerhaeuser Company -40-

Year-to-date earnings before interest expense, income taxes, and noncash
charges for the principal business segments were:

. Timberlands - $525 million, an increase of $107 million over $418 million in
  2001. Operating earnings for this segment were $54 million greater than last
  year and noncash charges were $49 million greater, while net pension benefit
  income decreased $4 million.

. Wood Products -  $243 million, a decrease of $44 million from $287 million in
  2001.  Operating earnings decreased $68 million from the same period last year
  while noncash charges for depreciation and amortization and facility closures
  increased by $75 million and noncash net pension benefit income decreased by
  $26 million.  2002 also includes $47 million in noncash credits related to the
  reversal of previously accrued countervailing duties, compared to $30 million
  of noncash charges for these accruals in the year-to-date 2001 period.

. Pulp and Paper -  $240 million, an increase of $4 million from $236 million a
  year ago.  The $76 million decline in operating earnings included a $60
  million increase in depreciation and amortization and facility closures, and
  a $20 million decrease in noncash net pension benefit income.

. Containerboard, Packaging and Recycling -  $476 million, up $117 million from
  $359 million a year ago.  Operating earnings declined by only $10 million, but
  noncash charges for depreciation, amortization and facility closures were $112
  million greater than for the same period last year.  Noncash net pension
  benefit income also decreased $15 million.

Investing

Weyerhaeuser's capital expenditures for the first thirty-nine weeks of 2002,
excluding acquisitions and real estate and related assets, were $709 million in
2002 compared to $503 million in 2001.  Current year capital spending by segment
was $64 million for timberlands; $162 million for wood products; $323 million
for pulp and paper; $129 million for containerboard, packaging and recycling;
and $31 million for corporate and other.  Weyerhaeuser currently anticipates
capital expenditures, excluding acquisitions and real estate and related assets,
to approximate $950 million for the year; however, this expenditure level could
increase or decrease as a consequence of future economic conditions.

In 2002, the company expended $6.1 billion, net of cash acquired, to purchase
the tendered shares of Willamette and cash out stock options of certain
Willamette management personnel.

Cash provided by investments in equity affiliates for real estate and related
assets in 2001 reflects distributions from equity investments that were
liquidated by the company during the first quarter of 2001.

Financing

Year to date 2002, Weyerhaeuser increased its interest-bearing debt by $8.1
billion, primarily due to funding the acquisition of Willamette and the
assumption of $1.8 billion of Willamette debt.  Proceeds from new borrowings,
net of debt issue costs, including both the initial acquisition funding and the
subsequent replacement of the bridge financing, totaled $13.1 billion in 2002.
Repayments of long-term debt, including the bridge funding, totaled $6.8
billion, for a net increase in new borrowings of $6.3 billion.

Weyerhaeuser's debt to total capital ratio, excluding real estate and related
assets, was 56 percent at the end of the 2002 third quarter, up from 38 percent
at the end of 2001 and 37 percent at the end of the 2001 third quarter. For
purposes of computing this ratio, debt includes Weyerhaeuser's interest-bearing
debt and capital lease obligations and total capital consists of debt,
shareholders' interest, deferred taxes and minority interest in subsidiaries,
net of Weyerhaeuser's investments in real estate subsidiaries.  Weyerhaeuser's
goal is to pay down the additional debt using cash flow from operations and to
return to our historic debt ratios within three to five years.

As of September 29, 2002, the company had available approximately $1.3 billion
in unused committed bank facilities.

The real estate and related assets segment borrowed $290 million and repaid
other borrowings totaling $332 million resulting in an overall reduction in
third party debt of $42 million.

During the first thirty-nine weeks of 2002, the company paid $265 million in
cash dividends compared to $263 million in cash dividends paid during 2001.
Year to date 2002, the company also received $67 million in cash proceeds from
the exercise of stock options, compared to $29 million in 2001.
<PAGE>
Weyerhaeuser Company -41-

Quantitative and Qualitative Disclosures About Market Risk

As part of the company's financing activities, derivative securities are
sometimes used to achieve the desired mix of fixed versus floating rate debt and
to manage the timing of finance opportunities.  The company also utilizes
well-defined financial contracts in the normal course of its operations as
a means to manage its foreign exchange and commodity price risks.  The company
has no material market risk sensitive instruments, positions or transactions and
the effect of the use of derivatives on the company's results of operations,
financial position and cash flows is not material.  As of September 29, 2002,
the contracts held by the company that are considered derivative instruments
include:

. Foreign exchange contracts, which the company has designated as cash flow
  hedges, the objective of which is to hedge the variability of future cash
  flows associated with foreign denominated accounts receivable and accounts
  payable due to changes in foreign currency exchange rates.  These contracts
  generate gains or losses that are recorded in other comprehensive income until
  the contracts' respective settlement dates, at which time they are
  reclassified into earnings. At September 29, 2002, the company had a long
  position in Canadian dollars and Norwegian kroners.  The fair value and
  corresponding notional amount was $3 million and $3 million for Canadian
  dollars and $2 million and $1 million for Norwegian kroners.  The contracts
  are short term in nature, with expiration dates ranging from one month through
  June 2003.

. Commodity contracts, which the company has designated as cash flow hedges, the
  objective of which is to hedge the variability of future cash flows associated
  with certain commodity transactions.   At September 29, 2002, the company had
  open commodity contracts with a notional value of $25 million and a fair value
  of $0.  The contract expiration dates range from January 2003 through December
  2005.

. Variable-to-fixed interest rate swap agreement entered into with a major
  financial institution in which the company pays a fixed rate and receives a
  floating rate with the interest payments being calculated on a notional
  amount. The swap, which was acquired from Cedar River Paper Company, cannot be
  designated as a hedge under Statement 133; however, it fixes $50 million of
  the company's variable rate tax-exempt bond exposure. At September 29, 2002,
  the swap, which matures December 2003, had a notional amount of $50 million
  and a fair value representing a loss of $1 million. The fair value amount of
  the obligation under this swap is based on the assumption that it had
  terminated at the end of the fiscal period and provides for the netting of
  amounts payable by and to the counterparty. In each case, the amount of such
  obligation is the net amount so determined.

. Variable rate swap agreement entered into with a major financial institution
  in which the company pays a floating rate based on LIBOR and receives a
  floating return based on an investment fund index, with payments calculated on
  a notional amount. The swap is an overlay to investments and provides
  diversification benefits. The swap settles quarterly and is marked to market
  at each reporting date.  All unrealized gains and losses are recognized in
  earnings currently. At September 29, 2002, the company had one swap with a
  maturity date of March 31, 2004, a notional amount of $156 million and a fair
  value of $1 million. The company has the right to terminate this swap with
  short notice.

. Lumber and other commodity futures designed to manage the consolidated
  exposure of changes in inventory values due to fluctuations in market prices
  for selected business units.  The company's commodity futures positions are
  marked to market at each reporting date and all unrealized gains and losses
  are recognized in earnings currently. These contract positions to date have
  not had a material effect on the company's financial position, results of
  operations or cash flows. These futures contracts settle daily, and as a
  result, the company's net position as of September 29, 2002, was immaterial.

The company is exposed to credit-related gains or losses in the event of
nonperformance by counterparties to financial instruments, but does not expect
any counterparties to fail to meet their obligations.
<PAGE>
Weyerhaeuser Company -42-

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Weyerhaeuser Company's principal executive officer and principal financial
officer have evaluated the effectiveness of the company's disclosure controls
and procedures within 90 days of the filing date of this quarterly report on
Form 10-Q.  Disclosure controls are controls and other procedures that are
designed to ensure that information required to be disclosed in the reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's (SEC) rules and forms.  Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in the reports that it files or submits under the
Exchange Act is accumulated and communicated to management, including its
principal executive officer and principal financial officer, as appropriate, to
allow timely decisions regarding required disclosure.

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

Changes in Internal Controls

There were no changes in Weyerhaeuser Company's internal controls, or in other
factors that could significantly affect these controls, subsequent to the date
of their evaluation by the principal executive officer and principal financial
officer.
<PAGE>
Weyerhaeuser Company -43-

Part II.  Other Information

Item 1.  Legal Proceedings

See Note 17:  Commitments and Contingencies of the Notes to Financial
Statements for information regarding legal proceedings.

Item 2.  Changes in Securities                                   not applicable

Item 3.  Default upon Senior Securities                          not applicable

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

Item 5.  Other Information                                       not applicable

Item 6.  Exhibits and Reports on Form 8-K

Exhibits

12. Statements regarding computation of ratios
99. Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Reports on Form 8-K

The registrant filed reports on Form 8-K dated July 1, 2002; July 23, 2002;
August 9, 2002; August 13, 2002; September 26, 2002; September 30, 2002;
and October 22, 2002; and on Form 8-K/A dated September 30, 2002;
reporting information under Item 5, Other Events; Item 7, Exhibits; and
Item 9, Regulation FD Disclosure.
<PAGE>

EXHIBITS INDEX
--------------

Exhibits

12.  Statement regarding computation of ratios
99.  Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
<PAGE>


                             EXHIBIT 12

               Weyerhaeuser Company and Subsidiaries
               -------------------------------------
        Computation of Ratios of Earnings to Fixed Charges
                   (Dollar amounts in thousands)

<TABLE>
<CAPTION>
                                                       Thirty-nine weeks ended
                                                      -------------------------
                                                         Sept. 29,   Sept. 30,
                                                          2002         2001
                                                        ---------   ----------
<s>                                                     <c>         <c>
Available earnings:
  Earnings before interest expense, amortization of
    debt expense, income taxes and extraordinary item    $ 790,500   $ 924,902
  Add interest portion of rental expense                    40,509      34,056
                                                         ---------   ----------
Available earnings before extraordinary item             $ 831,009   $ 958,958
                                                         =========   =========
Fixed charges:
  Interest expense incurred:
   Weyerhaeuser Company and subsidiaries excluding
     Weyerhaeuser Real Estate Company and other
     related subsidiaries                                $ 557,547   $ 265,637
   Weyerhaeuser Real Estate Company and other
     related subsidiaries                                   38,693      54,541
                                                         ---------   ----------
                 Subtotal                                  596,240     320,178
   Less intercompany interest                                 (712)       (822)
                                                         ---------   ----------
  Total interest expense incurred                          595,528     319,356
                                                         ---------   ----------
  Amortization of debt expense                              21,491       2,903
                                                         ---------   ----------

Rental expense:
   Weyerhaeuser Company and subsidiaries excluding
     Weyerhaeuser Real Estate Company and other
     related subsidiaries                                 113,756       95,405
   Weyerhaeuser Real Estate Company and other
     related subsidiaries                                   7,771        6,763
                                                         ---------   ----------
                                                          121,527      102,168
                                                         ---------   ----------
  Interest portion of rental expense                       40,509       34,056
                                                         ---------   ----------
Total fixed charges                                     $ 657,528    $ 356,315
                                                         =========   ==========
Ratio of earnings to fixed charges                          1.26        2.69
                                                         =========   ==========
</TABLE>
<PAGE>


     Weyerhaeuser Company with its Weyerhaeuser Real Estate Company
     and Other Related Subsidiaries Accounted for on the Equity Method,
     but Excluding the Undistributed Earnings of Those Subsidiaries
          Computation of Ratios of Earnings to Fixed Charges
                   (Dollar amounts in thousands)


<TABLE>
<CAPTION>
                                                      Thirty-nine weeks ended
                                                      -------------------------
                                                         Sept. 29,   Sept. 30,
                                                          2002         2001
                                                        ---------   ----------
<s>                                                     <c>         <c>
Available earnings:
  Earnings before interest expense, amortization of
    debt expense, income taxes and extraordinary item    $ 754,788   $ 792,706
  Add interest portion of rental expense                    37,919      31,802
                                                         ---------   ----------
                                                           792,707     824,508
                                                         ---------   ----------

  Deduct undistributed earnings of equity affiliates        (8,519)    (33,498)
                                                         ---------   ----------
  Deduct undistributed earnings before income taxes
    of Weyerhaeuser Real Estate Company and
    other related subsidiaries:
      Deduct pretax earnings                              (254,835)   (206,464)
      Add back dividends paid to Weyerhaeuser               75,000      30,000
                                                         ---------   ----------
        Undistributed earnings                            (179,835)   (176,464)
                                                         ---------   ----------

Available earnings before extraordinary item             $ 604,353   $ 614,546
                                                         =========   ==========

Fixed charges:
  Interest expense incurred                              $ 557,547   $ 265,637
  Amortization of debt expense                              21,491       2,903
  Interest portion of rental expense                        37,919      31,802
                                                         ---------   ----------
Total fixed charges                                      $ 616,957   $ 300,342
                                                         =========   ==========
Ratio of earnings to fixed charges                           0.98       2.05
                                                         =========   ==========

</TABLE>
<PAGE>

                                EXHIBIT 99


                  Certification Pursuant to Section 906
                    of the Sarbanes-Oxley Act of 2002
                (Subsections (a) and (b) of Section 1350,
               Chapter 63 of Title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of section 1350, chapter 63 of title 18, United States Code), each of the
undersigned officers of Weyerhaeuser Company, a Washington corporation (the
"Company"), hereby certifies that:

The Company's Quarterly Report on Form 10-Q dated November 12, 2002 (the "Form
10-Q") fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and information contained in the Form 10-Q
fairly presents, in all material respects, the financial condition and results
of operations of the Company.


/s/  Steven R. Rogel
----------------------------
Steven R. Rogel
Chairman, President and Chief Executive Officer
Dated: November 12, 2002


/s/  William C. Stivers
----------------------------
William C. Stivers
Executive Vice President and Chief Financial Officer
Dated: November 12, 2002

The foregoing certification is being furnished solely pursuant to section 906 of
the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter
63 of title 18, United States Code) and is not being filed as part of the Form
10-Q or as a separate disclosure document.
<PAGE>




</TEXT>
</DOCUMENT>
