Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO
X SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended
December 26, 1999, 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)
Tacoma, Washington 98477
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 _____.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [X].
As of February 25, 2000, 227,658,988 shares of the registrant's common
stock ($1.25 par value) were outstanding and the aggregate market
value of the registrant's voting shares held by non-affiliates was
approximately $11,226,434,000.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the fiscal year
ended December 26, 1999, are incorporated by reference into Parts I,
II and IV.
Portions of the Notice of 2000 Annual Meeting of Shareholders and
Proxy Statement are incorporated by reference into Part III.
Weyerhaeuser Company and Subsidiaries
TABLE OF CONTENTS
- -------------------------------------------------------------------------
PART I Page
----
Item 1. Business 3
Item 2. Properties 7
Item 3. Legal Proceedings 10
Item 4. Submission of Matters to a Vote of Security Holders 11
PART II
Item 5. Market Price of and Dividends on the Registrant's
Common Equity and Related Stockholder Matters 12
Item 6. Selected Financial Data 12
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk 12
Item 8. Financial Statements and Supplementary Information 12
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 12
PART III
Item 10. Directors and Executive Officers of the Registrant 13
Item 11. Executive Compensation 13
Item 12. Security Ownership of Certain Beneficial Owners and
Management 13
Item 13. Certain Relationships and Related Transactions 13
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K 14
Signatures 15
Report of Independent Public Accountants on Financial
Statement Schedules 16
Schedule II Valuation and Qualifying Accounts 17
2
Weyerhaeuser Company and Subsidiaries
PART I
- -------------------------------------------------------------------------
Item 1. Business
- -----------------
Weyerhaeuser Company (the company) was incorporated in the state of
Washington in January 1900 as Weyerhaeuser Timber Company. It is
principally engaged in the growing and harvesting of timber and the
manufacture, distribution and sale of forest products, real estate
development and construction, and other real estate related
activities. Its business segments are timberlands; wood products;
pulp, paper and packaging; and real estate and related assets.
Information with respect to the description and general development of
the company's business, included on pages 42 through 46, Description
of the Business of the Company, contained in the company's 1999 Annual
Report to Shareholders, is incorporated herein by reference.
Financial information with respect to industry segments and
geographical areas, included in Notes 20 and 21 of Notes to Financial
Statements contained in the company's 1999 Annual Report to
Shareholders, is incorporated herein by reference.
Timberlands
The company is engaged in the management of 5.9 million acres of
company-owned and .5 million acres of leased commercial forestland in
the United States and British Columbia, most of it highly productive
and located extremely well to serve both domestic and international
markets. The standing timber inventory on these lands is
approximately 96 million cunits (a cunit is 100 cubic feet of solid
wood). The relationship between cubic measurement and the quantity of
end products that may be produced from timber varies according to the
species, size and quality of timber, and will change through time as
the mix of these variables changes. To sustain the timber supply from
its fee timberlands, the company is engaged in extensive planting,
suppression of nonmerchantable species, precommercial and commercial
thinning, fertilization and operational pruning, all of which increase
the yield from its fee timberland acreage.
Inventory Thousands of Acres at December 26, 1999
--------- ------------------------------------------
Millions Long-
of Fee term License
Cunits Ownership Leases Arrangements Total
--------- ----------- ------ ------------ ---------
Geographic Area
United States
West 52 1,960 - - 1,960
South 44 3,290 495 - 3,785
--------- ----------- ------ ------------ ---------
Total United States 96 5,250 495 - 5,745
--------- ----------- ------ ------------ ---------
Canada(1)
Alberta 99 - - ,515 7,515
British Columbia 158 663 - 5,749 6,412
New Brunswick 1 - - 177 177
Ontario 52 1 - 6,538 6,539
Saskatchewan 116 - - 12,807 12,807
--------- ----------- ------ ------------ ---------
Total Canada 426 664 - 32,786 33,450(2)
--------- ----------- ------ ------------ ---------
TOTAL 522 5,914 495 32,786 39,195
========= =========== ====== ============ =========
Millions of Thousands of Acres
------------------------
Thousands of Acres Seedlings Stocking
---------------------
Harvested(3) Planted Planted Control Fertilization
------------ ------- ----------- -------- -------------
1999 Activity
United States
West 33.7 35.1 18.5 8.5 83.8
South 59.0 54.7 30.8 1.9 399.8
------------ ------- ----------- -------- -------------
Total United
States 92.7 89.8 49.3 10.4 483.6
------------ ------- ----------- -------- -------------
Canada
British
Columbia 1.0 - - - 5.0
------------ ------- ----------- -------- -------------
TOTAL 93.7 89.8 49.3 10.4 488.6
============ ======= =========== ======== =============
_______________________________
(1) Managed by Canadian operations.
(2) Includes approximately 23 million acres of productive forestland.
(3) Includes 1.3 thousand acres of right-of-way and other harvest that
does not require planting.
3
Weyerhaeuser Company and Subsidiaries
PART I
- -------------------------------------------------------------------------
Item 1. Business - Continued
- -----------------------------
Sales volumes (millions):
1999 1998 1997 1996 1995
------- ------- ------- ------- -------
Raw materials - cubic ft. 287 259 235 254 254
Selected product prices:
1999 1998 1997 1996 1995
------- ------- ------- ------- -------
Export logs (#2 sawlog-bark on) - $/MBF
Cascade - Douglas fir $ 829 $ 807 $ 978 $1,330 $1,365
Coastal - Hemlock 532 519 628 611 750
Coastal - Douglas fir 828 808 981 1,246 1,217
Wood Products
The company's wood products businesses produce and sell softwood
lumber, plywood and veneer; oriented strand board, composite and other
panels; hardwood lumber; doors and treated products. These products
are sold primarily through the company's own sales organizations.
Building materials are sold to wholesalers, retailers and industrial
users. The raw materials required to produce these products are
purchased from third parties, transferred at market price from the
company's timberlands, or obtained from long-term licensing
arrangements.
Sales volumes by major product are as follows (millions):
1999 1998 1997 1996 1995
------- ------- ------- ------- -------
Softwood lumber - board ft. 5,734 4,995 4,869 4,745 4,515
Softwood plywood and veneer - sq.
ft. (3/8") 1,902 1,842 2,042 2,172 2,324
Composite panels - sq. ft. (3/4") 410 586 551 604 648
Oriented strand board - sq. ft. (3/8") 2,716 2,697 2,462 2,083 1,931
Hardwood lumber - board ft. 397 339 362 349 293
Doors (thousands) 720 789 730 652 648
Raw materials - cubic ft. 305 315 325 304 260
Selected product prices:
1999 1998 1997 1996 1995
------- ------- ------- ------- -------
Lumber (common) - $/MBF
2x4 Douglas fir (kiln dried) $ 408 $ 340 $ 418 $ 422 $ 332
2x4 Douglas fir (green) 384 315 381 386 308
2x4 Southern yellow pine (kiln dried) 413 395 453 422 364
2x4 Spruce-pine-fir (kiln dried) 342 288 354 351 251
Plywood (1/2" CDX) - $/MSF
West 369 305 312 307 331
South 320 280 261 256 301
Oriented strand board (7/16"-24/16)
North Central price - $/MSF 262 203 142 184 245
4
Weyerhaeuser Company and Subsidiaries
PART I
- -------------------------------------------------------------------------
Item 1. Business - Continued
- -----------------------------
Pulp, Paper and Packaging
The company's pulp, paper and packaging businesses include: Pulp,
which manufactures chemical wood pulp for world markets; Paper, which
manufactures and markets a range of both coated and uncoated fine
papers through paper merchants and printers; Containerboard Packaging,
which manufactures linerboard and corrugating medium, primarily used
in the production of corrugated packaging, and manufactures and
markets industrial and agricultural packaging; Paperboard, which
manufactures and markets bleached paperboard, used for production of
liquid containers, to West Coast and Pacific Rim customers; and
Recycling, which operates an extensive wastepaper collection system
and markets it to company mills and worldwide customers.
Sales volumes by major product are as follows (thousands):
1999 1998 1997 1996 1995
------- ------- ------- ------- -------
Pulp - air-dry metric tons 2,273 2,012 1,982 1,868 2,060
Paper - tons(1) 1,460 1,181 1,146 1,007 1,006
Paperboard - tons 248 236 243 205 230
Containerboard - tons 576 323 389 346 259
Packaging - MSF 46,483 44,299 44,508 42,323 34,342
Newsprint - metric tons(2) - 62 684 629 663
Recycling - tons 2,785 2,546 2,229 2,011 1,467
Selected product prices (per ton):
1999 1998 1997 1996 1995
------- ------- ------- ------- -------
Pulp - NBKP-air-dry metric-U.S. $ 520 $ 516 $ 566 $ 579 $ 883
Paper - uncoated free sheet-U.S. 646 665 740 745 946
Linerboard - 42 lb.-Eastern U.S. 383 354 326 367 505
Newsprint - metric-West Coast U.S. 512 588 550 636 662
Recycling - old corrugated containers 67 54 76 53 128
Recycling - old newsprint 33 22 15 18 99
_______________________________
(1) Reflects the acquisition of the Dryden, Ontario, fine paper mill
in October 1998.
(2) Reflects the ownership restructuring of the North Pacific Paper
Corporation (NORPAC) newsprint facility from a fully consolidated
subsidiary to an equity affiliate in February 1998.
5
Weyerhaeuser Company and Subsidiaries
PART I
- -------------------------------------------------------------------------
Item 1. Business - Continued
- -----------------------------
Real Estate and Related Assets
The company's real estate and related assets businesses are
principally engaged in real estate development and construction
through the company's real estate subsidiary, Weyerhaeuser Real Estate
Company, and in other real estate related activities through the
company's financial services subsidiary, Weyerhaeuser Financial
Services, Inc. Development and construction consists of developing
single-family housing and residential lots for sale, including the
development of master-planned communities.
Volume information:
1999 1998 1997 1996 1995
------- ------- ------- ------- -------
Units sold:
Single-family units(1) 3,561 3,089 2,914 2,773 3,114
Multi-family units(1) - 276 324 234 117
Residential lots(1) 4,297 2,455 1,988 2,522 1,628
Amounts in millions:
Loan servicing portfolio(2) $ - $ - $ - $4,354 $10,952
Single-family loan originations(2) $ - $ - $1,168 $3,436 $ 2,196
_______________________________
(1) Includes one-half of joint venture sales.
(2) Reflects the sale of the company's wholly-owned subsidiary,
Weyerhaeuser Mortgage Company, in the second quarter of 1997.
6
Weyerhaeuser Company and Subsidiaries
PART I
- -------------------------------------------------------------------------
Item 2. Properties
- --------------------
Timberlands
Timberlands annual log production (in millions):
1999 1998 1997 1996 1995
------ ------ ------ ------ ------
Logs - cubic ft. 521 495 476 412 420
Fee harvest - cubic ft. 634 585 541 496 518
Wood Products
Production capacities, facilities and annual production, which reflect
the sale of the Composite Products business in the second quarter of
1999 and the acquisition of MacMillan Bloedel in November 1999, are
summarized by major product as follows (millions):
Production Number of
Capacity Facilities 1999 1998 1997 1996 1995
---------- ---------- ------- ------- ------- ------- -------
Softwood lumber -
board ft. 5,452 37 4,532 4,025 3,968 3,701 3,419
Softwood plywood
and veneer - sq.
ft. (3/8") 1,371 8 1,065 960 1,092 1,243 1,292
Composite panels -
sq. ft. (3/4") 228 3 281 510 478 535 583
Oriented strand
board - sq.
ft. (3/8") 3,365 9 2,452 2,179 2,041 1,687 1,654
Hardwood lumber -
board ft. 386 12 376 342 345 333 278
Doors (thousands) 850 1 732 788 740 646 643
Logs - cubic ft. - - 572 526 519 500 494
Principal manufacturing facilities are located as follows:
Softwood lumber and plywood Hardwood lumber
Alabama, Arkansas, Georgia, Arkansas, Michigan,
Louisiana, Mississippi, Oklahoma, Oregon,
North Carolina, Oklahoma, Oregon, Pennsylvania, Washington and
Washington; Alberta, British Columbia, Wisconsin
Ontario and Saskatchewan, Canada ;
and Durango, Mexico Doors
Wisconsin
Oriented strand board
Michigan, North Carolina, West Virginia;
Alberta, New Brunswick, Ontario and
Saskatchewan, Canada
Composite panels
Wisconsin; British Columbia, Canada;
and Durango, Mexico
7
Weyerhaeuser Company and Subsidiaries
PART I
- -------------------------------------------------------------------------
Item 2. Properties-Continued
- -----------------------------
Pulp, Paper and Packaging
Production capacities, facilities and annual production, which reflect
the acquisition of MacMillan Bloedel in November 1999, are summarized
by major product as follows (thousands):
Production Number of
Capacity Facilities 1999 1998 1997 1996 1995
---------- ---------- ------- ------- ------- ------- -------
Pulp - air-dry
metric tons 2,285 9 2,219 2,061 1,973 2,004 2,159
Paper - tons(1) 1,595 6 1,511 1,235 1,128 1,034 1,060
Paperboard - tons 230 1 251 237 231 206 229
Containerboard -
tons 3,694 7 2,622 2,291 2,381 2,331 2,329
Packaging - MSF 66,000 64 48,758 46,410 46,488 44,471 36,041
Newsprint - metric
tons(2) - - - 69 704 631 687
Recycling - tons - 24 4,287 3,833 3,655 3,428 2,754
Principal manufacturing facilities are located as follows:
Pulp Packaging
Georgia, Mississippi, North Arizona, Arkansas, California,
Carolina, Washington and Colorado, Connecticut, Florida,
Alberta, British Columbia, Georgia, Hawaii, Illinois,
Ontario and Saskatchewan, Canada Indiana, Iowa, Kentucky,
Louisiana, Maryland, Michigan,
Paper Minnesota, Mississippi,
Mississippi, North Carolina, Missouri, Nebraska, New Jersey,
Washington, Wisconsin and New York, North Carolina, Ohio,
Ontario and Saskatchewan, Canada Oregon, Tennessee, Texas,
Virginia, Washington, Wisconsin
Paperboard and Guanajuato, Mexico
Washington
Recycling
Containerboard Arizona, California, Colorado,
Alabama, Kentucky, North Illinois, Iowa, Kansas,
Carolina, Oklahoma, Oregon and Maryland, Minnesota, Nebraska,
Ontario, Canada North Carolina, Oklahoma,
Oregon, Tennessee, Texas, Utah,
Virginia and Washington
_______________________________
(1) Reflects the acquisition of the Dryden, Ontario, Canada, fine
paper facility in October 1998.
(2) Reflects the ownership restructuring of the North Pacific Paper
Corporation (NORPAC) newsprint facility from a fully consolidated
subsidiary to an equity affiliate in February 1998.
8
Weyerhaeuser Company and Subsidiaries
PART I
- -------------------------------------------------------------------------
Item 2. Properties-Continued
- -----------------------------
Real Estate and Related Assets
Single-family housing Commercial development
California, Maryland, Nevada, California, Florida, Maryland
Texas, Virginia and Washington and Washington
Residential land development Real estate investments
Arkansas, California, Florida, Arizona, California, Colorado,
Georgia, Maryland, Nevada, North Nevada, Oregon and Washington
Carolina, Texas, Virginia and
Washington
Mortgage securities
Washington
9
Weyerhaeuser Company and Subsidiaries
PART I
- -------------------------------------------------------------------------
Item 3. Legal Proceedings
- --------------------------
The company conducted a review of its 10 major pulp and paper
facilities to evaluate the facilities' compliance with federal
Prevention of Significant Deterioration (PSD) regulations. The
results of the reviews were disclosed to seven state agencies and the
Environmental Protection Agency (EPA) during 1994 and 1995. All PSD
compliance issues identified in the review have been resolved, except
for PSD issues at the company's Springfield, Oregon, containerboard
facility. A final decision is expected to be made by the Lane
Regional Air Pollution Control Authority (Lane County, Oregon)
concerning alleged PSD and permit violations at the company's
Springfield, Oregon, containerboard manufacturing facility upon
issuance of the facility's Title V permit in 2000. In addition, the
company is conducting a review of one pulp and paper facility and two
wood products facilities that were recently acquired to evaluate their
compliance with PSD and new source review regulations.
In June 1998, a lawsuit was filed against the company in Superior
Court, San Francisco County, California, on behalf of a purported
class of individuals and entities that own property in the United
States on which exterior hardboard siding manufactured by the company
has been installed since 1981. The action alleges the company
manufactured and distributed defective hardboard siding, breached
express warranties and consumer protection statutes and failed to
disclose to consumers the alleged defective nature of its hardboard
siding. The action seeks compensatory and punitive damages, costs and
reasonable attorney fees. In December 1998, the complaint was amended
narrowing the purported class to individuals and entities in the state
of California. In February 1999, the court entered an order
certifying the class. The company has been unable thus far to obtain
a reversal of the certification. In September 1998, a lawsuit
purporting to be a class action involving hardboard siding was filed
against the company in Superior Court, King County, Washington. The
complaint was amended, in January 1999, to allege a class consisting
of individuals and entities that own homes or other structures in the
United States on which exterior hardboard siding manufactured by the
company at its former Klamath Falls, Oregon, facility has been
installed since January 1981. The amended complaint alleges the
company manufactured defective hardboard siding, engaged in unfair
trade practices and failed to disclose to customers the alleged
defective nature of its hardboard siding. The amended complaint seeks
compensatory damages, punitive or treble damages, restitution,
attorney fees, costs of the suit and such other relief as may be
appropriate. In July 1999, the company's motion for summary judgment
was granted in this case. The plaintiffs filed a petition for
reconsideration which was denied in January 2000. The plaintiffs have
appealed this decision. A lawsuit was filed against the company in
District Court, Johnson County, Texas, in June 1999. The case
purports to be a class action on behalf of persons who own structures
in the state of Texas with exterior hardboard siding manufactured by
the company. The complaint alleges defective design,
misrepresentation, negligence, breach of express warranty and
fraudulent concealment. The complaint seeks unspecified compensatory
damages. In July 1999, a lawsuit was filed against the company in the
Court of Common Pleas, Beaufort County, South Carolina. The suit
purports to be filed on behalf of all owners of residential structures
or other buildings with hardboard siding manufactured by the company.
The complaint alleges breach of express and implied warranties,
defective design and manufacture, fraud and violation of South
Carolina's unfair trade practices act. The plaintiffs seek
compensatory damages, treble damages and attorneys' fees. The company
is a defendant in two other cases, one in Iowa and the other in
Oregon, that purport to be statewide class actions with similar
allegations. The company is a defendant in approximately 25 other
hardboard siding cases primarily involving multi-family structures and
residential developments.
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 purports to be a class action on
behalf of 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
purports to be a class action on behalf of purchasers of corrugated
sheets during the period October 1993 through November 1995. Both
suits seek damages, including treble damages, under the antitrust
laws.
10
Weyerhaeuser Company and Subsidiaries
PART I
- -------------------------------------------------------------------------
Item 3. Legal Proceedings-Continued
- ------------------------------------
In May 1999, the Equity Committee ("the Committee") in the Paragon
Trade Brands, Inc. 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 Equity Committee seeks to assert 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.
Subsidiaries of the company, formerly known as MacMillan Bloedel
Limited and MacMillan Bloedel (USA) Inc., have agreed to settle a
class action suit involving claims in the United States (excluding
Colorado) alleging the failure of cement fiber roofing products
previously manufactured by American Cemwood Corporation, a company
owned by MacMillan Bloedel (USA) Inc. The proposed settlement would
create a fund of $105 million, consisting of $65 million in cash and
$40 million guaranteed recovery by the class from certain insurance
carriers. The settlement is subject to court approval in May 2000.
The company has established reserves for liabilities and legal defense
costs it believes are probable and reasonably estimable with respect
to the proposed settlement and pending suits and claims.
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 is also a party to other legal proceedings and environmental
matters generally incidental to its business. Although the final
outcome of any legal proceeding or environmental matter is subject to
a great many variables and cannot be predicted with any degree of
certainty, the company presently believes that any ultimate outcome
resulting from these proceedings and matters, or all of them combined,
would not have a material effect on the company's current financial
position, liquidity or results of operations; however, in any given
future reporting period, such proceedings or matters could have a
material effect on results of operations.
Item 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
There were no matters submitted to a vote of security holders during
the fourth quarter of the fiscal year ended December 26, 1999.
11
Weyerhaeuser Company and Subsidiaries
PART I
- -------------------------------------------------------------------------
Item 5. Market Price of and Dividends on the Registrant's Common Equity
- ------------------------------------------------------------------------
and Related Stockholder Matters
- -------------------------------
Information with respect to market prices, stockholders and dividends
included in Notes 22 and 23 of Notes to Financial Statements in the
company's 1999 Annual Report to Shareholders, is incorporated herein
by reference.
Item 6. Selected Financial Data
- --------------------------------
Information with respect to selected financial data included in
Note 23 of Notes to Financial Statements in the company's 1999 Annual
Report to Shareholders, is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition
- --------------------------------------------------------------------
and Results of Operations
- -------------------------
Information with respect to Management's Discussion and Analysis
included on pages 10, 24-31 and 42-54 of the company's 1999 Annual
Report to Shareholders, is incorporated herein by reference.
Subsequent Event - On February 23, 2000, the company announced that
its board of directors has authorized the repurchase of up to
12 million shares, or about five percent, of its outstanding common
stock.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
- --------------------------------------------------------------------
Information with respect to market risk of financial instruments
included on page 52 of the company's 1999 Annual Report to
Shareholders, is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Information
- -----------------------------------------------------------
Financial statements and supplementary information, included in the
company's 1999 Annual Report to Shareholders are incorporated herein
by reference.
Page(s) in
Annual Report
to
Shareholders
-------------
Report of Independent Public Accountants 54
Consolidated Statement of Earnings 55
Consolidated Balance Sheet 56-57
Consolidated Statement of Cash Flows 58-59
Consolidated Statement of Shareholders' Interest 60
Notes to Financial Statements 61-81
Selected Quarterly Financial Information (Unaudited) 79
Item 9. Changes in and Disagreements with Accountants on Accounting
- ---------------------------------------------------------------------
and Financial Disclosure
- ------------------------
Not applicable.
12
Weyerhaeuser Company and Subsidiaries
PART III
- -------------------------------------------------------------------------
Item 10. Directors and Executive Officers of the Registrant
- ------------------------------------------------------------
Information with respect to Directors of the company included on pages
2 through 5 of the Notice of 2000 Annual Meeting of Shareholders and
Proxy Statement dated March 6, 2000, is incorporated herein by
reference.
The executive officers of the company are as follows:
Name Title Age
---- ----- ---
William R. Corbin Executive Vice President 58
C. William Gaynor Senior Vice President 59
Richard C. Gozon Executive Vice President 61
Richard E. Hanson Senior Vice President 56
Steven R. Hill Senior Vice President 52
Mack L. Hogans Senior Vice President 51
Steven R. Rogel President 57
William C. Stivers Executive Vice President 61
George H. Weyerhaeuser, Jr. Senior Vice President 46
Item 11. Executive Compensation
- --------------------------------
Information with respect to executive compensation included on pages 5
through 15 of the Notice of 2000 Annual Meeting of Shareholders and
Proxy Statement dated March 6, 2000, is incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
- ------------------------------------------------------------------------
Information with respect to security ownership of certain beneficial
owners and management included on pages 6 and 7 of the Notice of 2000
Annual Meeting of Shareholders and Proxy Statement dated March 6,
2000, is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
- --------------------------------------------------------
Not applicable.
13
Weyerhaeuser Company and Subsidiaries
PART IV
- -------------------------------------------------------------------------
Item 14. Exhibits, Financial Statement Schedules and Reports on Form
- -------------------------------------------------------------------------
8-K
- ---
Financial Statements
The consolidated financial statements of the company, together with
the report of independent public accountants, included in the
company's 1999 Annual Report to Shareholders, are incorporated in
Part II, Item 8 of this Form 10-K by reference.
Page
Financial Statement Schedules Number(s)
in Form
10-K
---------
Report of Independent Public Accountants on Financial
Statement Schedules 16
Schedule II - Valuation and Qualifying Accounts 17
All other financial statement schedules have been omitted because they
are not applicable or the required information is included in the
consolidated financial statements, or the notes thereto, in the
company's 1999 Annual Report to Shareholders and incorporated herein
by reference.
Exhibits:
3 - (i) Articles of Incorporation
(ii) Bylaws (incorporated by reference to
1998 Form 10-K filed with the Securities and Exchange
Commission on March 12, 1999 - Commission File
Number 1-4825)
10 - Material Contracts
(a) Agreement with W. R. Corbin (incorporated by
reference to 1998 Form 10-K filed with the Securities and
Exchange Commission on March 12, 1999 - Commission File
Number 1-4825)
(b) Agreement with R. C. Gozon (incorporated by
reference to 1995 Form 10-K filed with the Securities and
Exchange Commission on March 15, 1996 - Commission File
Number 1-4825)
(c) Agreement with S. R. Rogel (incorporated by reference to 1997
Form 10-K filed with the Securities and Exchange Commission on
March 13,1998 - Commission File Number 1-4825)
(d) Merger Agreement dated June 20, 1999, among Weyerhaeuser Company
and Weyerhaeuser Exchangeco Limited and MacMillan Bloedel
Limited, including the Plan of Arrangement (incorporated by
reference to the Weyerhaeuser Company Registration
Statement No. 333-84127)
(e) Form of Executive Severance Agreement
11 - Statement Re: Computation of Per Share Earnings
(incorporated by reference to Note 2 of the company's 1999
Annual Report to Shareholders)
13 - Portions of the company's 1999 Annual Report to
Shareholders specifically incorporated by reference herein
22 - Subsidiaries of the Registrant
23 - Consent of Independent Public Accountants
27 - Financial Data Schedules
Reports on Form 8-K
The registrant filed reports on Form 8-K dated January 7, January 21,
April 14, June 22, July 16, September 21, and October 15, 1999, and
January 24, 2000, reporting information under Item 5, Other Events.
The registrant filed a report on Form 8-K dated November 9, 1999,
which was subsequently amended on January 10, 2000, reporting
information under Item 2, Acquisition or Disposition of Assets, and
Item 7, Financial Statements and Exhibits.
14
Weyerhaeuser Company and Subsidiaries
SIGNATURES
- -------------------------------------------------------------------------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized on
March 10, 2000.
Weyerhaeuser Company
/s/ Steven R. Rogel
-----------------------
Steven R. Rogel
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant in the capacities indicated on March 10, 2000.
/s/ Steven R. Rogel /s/ John Kieckhefer
- ------------------------------------- ---------------------------
Steven R. Rogel John I. Kieckhefer
President, Principal Executive Director
Officer, Director and Chairman of the
Board
/s/ William C. Stivers /s/ Arnold G. Langbo
- ------------------------------------- ---------------------------
William C. Stivers Arnold G. Langbo
Principal Financial Officer Director
/s/ Kenneth J. Stancato /s/ Donald F. Mazankowski
- ------------------------------------- ---------------------------
Kenneth J. Stancato Donald F. Mazankowski
Principal Accounting Officer Director
/s/ W. John Driscoll /s/ William D. Ruckelshaus
- ------------------------------------- ---------------------------
W. John Driscoll William D. Ruckelshaus
Director Director
/s/ R. F. Haskayne /s/ Richard H. Sinkfield
- ------------------------------------- ---------------------------
Richard F. Haskayne Richard H. Sinkfield
Director Director
/s/ Robert J. Herbold /s/ James N. Sullivan
- ------------------------------------- ---------------------------
Robert J. Herbold James N. Sullivan
Director Director
/s/ Martha R. Ingram /s/ George H. Weyerhaeuser
- ------------------------------------- ---------------------------
Martha R. Ingram George H. Weyerhaeuser
Director Director
/s/ Clayton K. Yeutter
---------------------------
Clayton K. Yeutter
Director
15
Weyerhaeuser Company and Subsidiaries
FINANCIAL STATEMENT SCHEDULES
- -------------------------------------------------------------------------
Report of Independent Public Accountants on Financial Statement
Schedules
To Weyerhaeuser Company:
We have audited in accordance with generally accepted auditing
standards, the financial statements included in Weyerhaeuser
Company's annual report to shareholders incorporated by reference in
this Form 10-K, and have issued our report thereon dated February 9,
2000. Our audit was made for the purpose of forming an opinion on
those statements taken as a whole. The schedule shown on page 17 is
the responsibility of the company's management and is presented for
purposes of complying with the Securities and Exchange Commission's
rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion,
fairly states in all material respects the financial data required
to be set forth therein in relation to the basic financial
statements taken as a whole.
ARTHUR ANDERSEN LLP
Seattle, Washington,
February 9, 2000
16
Weyerhaeuser Company and Subsidiaries
FINANCIAL STATEMENT SCHEDULES
- -------------------------------------------------------------------------
Schedule II - Valuation and Qualifying Accounts
For the three years ended December 26, 1999
Dollar amounts in millions
Deductions
Balance from/ Balance
at Charged (Additions at
Beginning to to) End of
Description of Period Income Reserve Period
- ----------- --------- ------- ----------- -------
Weyerhaeuser
Reserve deducted from related asset
accounts:
Doubtful accounts - Accounts
receivable
1999 $ 5 $ 6 $ 1(1) $ 10
======== ======= =========== =======
1998 $ 6 $ 4 $ 5 $ 5
======== ======= =========== =======
1997 $ 7 $ 5 $ 6 $ 6
======== ======= =========== =======
Real Estate and Related Assets
Reserves and allowances deducted
from related asset accounts:
Receivables
1999 $ 6 $ 2 $ 1(2) $ 7
======== ======= =========== =======
1998 $ 6 $ 1 $ 1 $ 6
======== ======= =========== =======
1997 $ 9 $ - $ 3 $ 6
======== ======= =========== =======
Mortgage-related financial
Instruments
1999 $ 9 $ - $ 6 $ 3
======== ======= =========== =======
1998 $ 27 $ - $ 18(3) $ 9
======== ======= =========== =======
1997 $ 7 $ 13 $ (7)(4) $ 27
======== ======= =========== =======
Investments in and advances to joint
ventures and
limited partnerships
1999 $ 4 $ - $ 1(5) $ 3
======== ======= =========== =======
1998 $ 6 $ 3 $ 5 $ 4
======== ======= =========== =======
1997 $ 27 $ - $ 21 $ 6
======== ======= =========== =======
_______________________________
(1) Includes additional allowances of $4 million in the MacMillan
Bloedel acquisition.
(2) Includes allowances transferred from partnership investments.
(3) Includes allowances transferred to other assets.
(4) Includes allowances transferred in from other liabilities.
(5) Includes the net of allowances transferred to receivables and from
other assets.
17
Weyerhaeuser Company and Subsidiaries
EXHIBITS INDEX
- -------------------------------------------------------------------------
Exhibits:
3 - (i) Articles of Incorporation
(ii) Bylaws (incorporated by reference to
1998 Form 10-K filed with the Securities and Exchange
Commission on March 12, 1999 - Commission File
Number 1-4825)
10 - Material Contracts
(a) Agreement with W. R. Corbin (incorporated by
reference to 1998 Form 10-K filed with the Securities and
Exchange Commission on March 12, 1999 - Commission File
Number 1-4825)
(b) Agreement with R. C. Gozon (incorporated by
reference to 1995 Form 10-K filed with the Securities and
Exchange Commission on March 15, 1996 - Commission File
Number 1-4825)
(c) Agreement with S. R. Rogel (incorporated by reference to 1997
Form 10-K filed with the Securities and Exchange Commission on
March 13,1998 - Commission File Number 1-4825)
(d) Merger Agreement dated June 20, 1999, among Weyerhaeuser Company
and Weyerhaeuser Exchangeco Limited and MacMillan Bloedel
Limited, including the Plan of Arrangement (incorporated by
reference to the Weyerhaeuser Company Registration
Statement No. 333-84127)
(e) Form of Executive Severance Agreement
11 - Statement Re: Computation of Per Share Earnings
(incorporated by reference to Note 2 of the company's 1999
Annual Report to Shareholders)
13 - Portions of the company's 1999 Annual Report to
Shareholders specifically incorporated by reference herein
22 - Subsidiaries of the Registrant
23 - Consent of Independent Public Accountants
27 - Financial Data Schedules
18
Weyerhaeuser Company and Subsidiaries
Exhibit 22
Subsidiaries of the Registrant
- -------------------------------------------------------------------------
Percentage
State or Ownership of
Country of Immediate
Name Incorporation Parent
---- ------------- ------------
Columbia & Cowlitz Railway Company Washington 100%
DeQueen & Eastern Railroad Company Arkansas 100
Dynetherm, Inc. Alabama 100
Fisher Lumber Company California 100
Golden Triangle Railroad Mississippi 100
Green Arrow Motor Express Company Delaware 100
Gryphon Asset Management, Inc. Delaware 100
Mississippi & Skuna Valley Railroad Company Mississippi 100
Mountain Tree Farm Company Washington 50
North Pacific Paper Corporation Delaware 50
Norpac Sales Corporation Guam 100
Norpac Resources Inc. Delaware 100
Pacific Veneer, Ltd. Washington 100
SCA Weyerhaeuser Packaging Holding Company British
Asia Limited Virgin Islands 50
Texas, Oklahoma & Eastern Railroad Company Oklahoma 100
TJ International, Inc. Delaware 100
Norco Windows, Inc. Wisconsin 100
TJI Global, Inc. Barbados 100
Trus Joist MacMillan Limited Partnership Delaware 51
Trus Joist MacMillan Limited British 100
Columbia
TJM Australia Pty. Limited Australia 100
TJM Europe Limited United Kingdom 100
TJM Europe SPRL Belgium 100
TJM Facilities Corporation Delaware 100
Trus Joint MacMillan Ltd., YK Japan 100
Trus Joist Corporation Delaware 100
Trus Joist (Western) Ltd. New Brunswick 100
Trus Joist Japan Co., Ltd. Japan 100
United Structures, Inc. California 100
Westwood Shipping Lines, Inc. Washington 100
Weycomp Claims Management Services, Inc. Texas 100
Weyerhaeuser Company of Nevada Nevada 100
Weyerhaeuser Construction Company Washington 100
Weyerhaeuser de Mexico, S.A. de C.V. Mexico 100
Weyerhaeuser del Bajio, S.A. de C.V. Mexico 100
Weyerhaeuser Financial Services, Inc. Delaware 100
CMO Finance Corp. Nevada 100
MJ Finance Corporation California 100
Mortgage Securities III Corporation Nevada 100
R4 Participant Corporation Nevada 100
ver Bes' Insurance Company Vermont 100
de Bes' Insurance Ltd. Bermuda 100
19
Weyerhaeuser Company and Subsidiaries
Exhibit 22
Subsidiaries of the Registrant
- -------------------------------------------------------------------------
Percentage
State or Ownership of
Country of Immediate
Name Incorporation Parent
---- ------------- ------------
Weyerhaeuser Financial Investments, Inc. Nevada 100%
Abfall Finance Corp. California 100
Brookview, Inc. Nevada 100
The Giddings Mortgage Investment Company California 100
Pass-Through Finance Corp. California 100
RFS Finance Corp. California 100
Trimark Development Company California 100
Trimark Realty Advisors, Inc. California 100
WFI Servicing Company Nevada 100
Woodland Hills Properties-W, Inc. Nevada 100
Weyerhaeuser Venture Company Nevada 100
Las Positas Land Co. California 100
WAMCO, Inc. Nevada 100
Weyerhaeuser Forestlands International, Inc. Washington 100
Weyerhaeuser International, Inc. Washington 100
The Capricorn Corporation Philippines 100
Weyerhaeuser Canada Ltd. Canada 100
Princeton Co-Generation (VCC) Corp. Canada 90
Wapawekka Lumber Ltd. Canada 51
Weyerhaeuser (Barbados) SRL Barbados 100
Marlborough Capital Corp. SRL Barbados 100
Weyerhaeuser (BVI) Ltd. British
Virgin Islands 100
Weyerhaeuser New Zealand Holdings Inc. New Zealand 100
Nelson Forest Products Company New Zealand 100
Weyerhaeuser New Zealand Inc. New Zealand 100
Weyerhaeuser Saskatchewan Ltd. Canada 100
Weyerhaeuser Holdings Limited British
Columbia 100
Weyerhaeuser Company Limited Canada 100
486286 British Columbia Ltd. British
Columbia 50
Altair Property and Casualty Corporation British
Columbia 100
Canadian Maas River Investment N.V. Curacao 100
Weyerhaeuser (Ireland) Ireland 100
Chatham Forest Products Ltd. New Brunswick 100
Eagle Forest Products Limited Partnership New Brunswick 100
Forest Industries Flying Tankers Limited British
Columbia 58
Green Forest Lumber Limited Ontario 100
Monterra Lumber Mills Limited Ontario 83
Weyerhaeuser (Bridgetown) Limited Barbados 100
Weyerhaeuser (UK) Limited England 100
MacMillan Bloedel K.K. Japan 100
20
Weyerhaeuser Company and Subsidiaries
Exhibit 22
Subsidiaries of the Registrant
- -------------------------------------------------------------------------
Percentage
State or Ownership of
Country of Immediate
Name Incorporation Parent
---- ------------- ------------
MacMillan Bloedel Pembroke Limited
Partnership Ontario 100%
MacMillan Guadiana, S.A. de C.V. Mexico 100
Marine Leasings Limited British
Columbia 27
Mid-Island Reman Inc. British
Columbia 49
Saskfor Holdings Inc. Saskatchewan 50
Saskfor MacMillan Limited British
Columbia 100
Sturgeon Falls Repulping Limited Ontario 50
Sturgeon Falls Limited Partnership Ontario 100
Weyerhaeuser (Carlisle) Ltd. Barbados 100
Camarin Limited Barbados 100
Weyerhaeuser (Ewen) Limited British
Columbia 100
Weyerhaeuser (Australia) Pty. Ltd. Australia 100
Weyerhaeuser (Nanaimo) Ltd. British
Columbia 100
Weyerhaeuser (Northumberland) Limited New Brunswick 100
Weyerhaeuser (North Superior) Limited Ontario 100
Weyerhaeuser (Ottawa) Limited Canada 100
Weyerhaeuser Wawa OSB Limited Partnership Ontario 100
Weyerhaeuser China, Ltd. Washington 100
Weyerhaeuser GMBH Germany 100
Weyerhaeuser (Asia) Limited Hong Kong 100
Weyerhaeuser Japan Ltd. Japan 100
Weyerhaeuser Japan Ltd. Delaware 100
Weyerhaeuser Korea Ltd. Korea 100
Weyerhaeuser, S.A. Panama 100
Weyerhaeuser Taiwan Ltd. Delaware 100
Weyerhaeuser International Sales Corp. Guam 100
Weyerhaeuser (Mexico) Inc. Washington 100
Weyerhaeuser Midwest, Inc. Washington 100
Weyerhaeuser Overseas Finance Co. Delaware 100
Weyerhaeuser International Finance Company Delaware 100
Weyerhaeuser Company Nova Scotia Nova Scotia 100
Weyerhaeuser Raw Materials, Inc. Delaware 100
Weyerhaeuser Real Estate Company Washington 100
Centennial Homes, Inc. Texas 100
Midway Properties, Inc. North Carolina 100
Pardee Construction Company California 100
Marmont Realty Company California 100
Pardee Construction Company of Nevada Nevada 100
Pardee Investment Company California 100
Parvada, Inc. Nevada 100
21
Weyerhaeuser Company and Subsidiaries
Exhibit 22
Subsidiaries of the Registrant
- -------------------------------------------------------------------------
Percentage
State or Ownership of
Country of Immediate
Name Incorporation Parent
---- ------------- ------------
The Quadrant Corporation Washington 100%
Quadrant Real Estate Services, Inc. Washington 100
South Jersey Assets, Inc. New Jersey 100
Scarborough Constructors, Inc. Florida 100
Silverthorn Country Club, Inc. Florida 100
TMI, Inc. Texas 100
Weyerhaeuser Real Estate Company of Nevada Nevada 100
Weyerhaeuser Realty Investors, Inc. Washington 100
Winchester Homes, Inc. Delaware 100
SC - WHI, Inc. Delaware 100
Weyerhaeuser Sales Company Nevada 100
Weyerhaeuser Servicios, S.A. de C.V. Mexico 100
Weyerhaeuser (U.S.A.) Inc. Delaware 100
American Cemwood Corporation Oregon 100
MacMillan Bloedel Paper Sales Inc. Delaware 100
MB Administrative Services Inc. Delaware 100
Weyerhaeuser (Alabama) Inc. Alabama 100
Weyerhaeuser (Delaware) Inc. Delaware 100
Weyerhaeuser Distribution Inc. Alabama 100
Weyerhaeuser Clarion Limited Partnership Pennsylvania 100
Trus Joist MacMillan Limited Partnership Delaware 49
Weyerhaeuser Packaging Inc. Alabama 100
MacMillan Bloedel FSC Ltd. Barbados 100
Weyerhaeuser Timberlands Inc. Alabama 100
Weyerhaeuser (Pennsylvania) Inc. Delaware 100
The Wray Company Arizona 100
22
Weyerhaeuser Company and Subsidiaries
Exhibit 23
Consent of Independent Public Accountants
- -------------------------------------------------------------------------
As independent public accountants, we hereby consent to the
incorporation of our reports included and incorporated by reference in
this Form 10-K, into Weyerhaeuser Company's previously filed
Registration Statement Nos. 333-36753 and 333-84127 on Form S-3 and
Nos. 33-60527, 333-10165, 333-01565, 333-56673, 333-74311 and 333-
89925 on Form S-8.
ARTHUR ANDERSEN LLP
Seattle, Washington,
March 10, 2000