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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
X OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 25, 1994 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 (206) 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) Midwest Stock Exchange
New York Stock Exchange
Pacific Stock Exchange
Tokyo Stock Exchange
Rights to Purchase Cumulative New York Stock Exchange
Preference Shares, Fourth Series
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. [ ].
As of February 24, 1995, 205,637,877 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 $8,713,905,038.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the fiscal year
ended December 25, 1994 are incorporated by reference into Parts I, II
and IV.
Portions of the Notice of 1995 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 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 growing and harvesting of timber and the
manufacture, distribution and sale of forest products, real estate
development and construction, and financial services. Its principal
business segments include timberlands and wood products; pulp, paper
and packaging; real estate; and financial services.
Information with respect to the description and general development of
the company's business, included on pages 35 through 40, Description
of the Business of the Company, contained in the company's 1994 Annual
Report to Shareholders, is incorporated herein by reference.
Financial information with respect to industry segments, included in
Note 21 of Notes to Financial Statements contained in the company's
1994 Annual Report to Shareholders, is incorporated herein by
reference.
Timberlands and Wood Products
The company owns approximately 5.6 million acres of commercial
forestland in the United States (51% in the South and 49% in the
Pacific Northwest), most of it highly productive and located
extremely well to serve both domestic and international markets. The
company has, additionally, long-term license arrangements in Canada
covering approximately 17.8 million acres (of which 14 million acres
are considered to be productive forestland). The combined total
timber inventory on these U.S. and Canadian lands is approximately
246 million cunits (a cunit is 100 cubic feet of solid wood), of which
approximately 75% is softwood species. 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 and fertilization and
operational pruning, all of which increase the yield from its fee
timberland acreage.
Inventory Thousands of Acres at December 25, 1994
--------- -----------------------------------------------
Millions Fee Long-term License
of Cunits Ownership Leases Arrangements Total
--------- --------- --------- ------------ --------
Geographic Area
Washington 44 1,522 - - 1,522
Oregon 17 1,210 - - 1,210
Southern 27 2,855 156 - 3,011
--------- --------- --------- ------------ --------
Total United States 88 5,587 156 - 5,743
Canada
Alberta 91 - - 5,797 5,797
British Columbia 10 12 - 3,595 3,607
Saskatchewan 57 - - 8,457 8,457
--------- --------- --------- ------------ --------
Total Canada 158 12 - 17,849 17,861
--------- --------- --------- ------------ --------
TOTAL 246 5,599 156 17,849 23,604
========= ========= ========= ============ ========
Thousand Acres Millions Thousand Acres
------------------ Seedlings -------------------------------
Harvested Planted Planted Stocking Control Fertilization
--------- ------- ------- ---------------- -------------
1994 Activity
Washington 29.7 29.0 14.6 5.0 54.5
Oregon 15.5 14.1 6.2 6.1 44.5
Southern 43.0 40.8 20.8 14.1 195.2
--------- ------- ------- ---------------- -------------
Total United States 88.2 83.9 41.6 25.2 294.2
========= ======= ======= ================ =============
3
Weyerhaeuser Company and Subsidiaries
PART I
Item 1. Business - Continued
- -----------------------------
The company's wood products businesses produce and sell softwood
lumber, plywood and veneer; composite panels; oriented strand board;
hardboard; hardwood lumber and plywood; doors; treated products; logs;
chips and timber. These products are sold primarily through the
company's own sales organizations. Building materials are sold to
wholesalers, retailers and industrial users.
Sales by volumes by major product class are as follows (millions):
1994 1993 1992 1991 1990
----- ----- ----- ----- -----
Raw materials - cubic ft. 564 547 545 538 540
Softwood lumber - board ft. 4,402 4,230 3,440 3,269 3,417
Softwood plywood and veneer - sq.ft. (3/8") 2,685 2,435 2,227 2,135 2,212
Composite panels - sq. ft. (3/4") 660 626 590 685 641
Oriented strand board - sq.ft. (3/8") 1,803 1,672 1,484 1,205 1,185
Hardboard - sq. ft. (7/16") 167 140 133 114 126
Hardwood lumber - board ft. 254 240 218 219 209
Hardwood doors (thousands) 617 556 514 525 697
Selected product prices:
1994 1993 1992 1991 1990
------ ------ ------ ------ ------
Export logs (#2 sawlog-bark on) - $/MBF
Cascade - Douglas fir $1,170 $1,224 $ 937 $ 686 $ 641
Coastal - Hemlock 804 831 565 530 558
Coastal - Douglas fir 1,087 1,104 858 633 588
Lumber (common) - $/MBF
2x4 Douglas fir (kiln dried) 408 418 295 250 241
2x4 Douglas fir (green) 364 383 261 224 223
2x4 southern yellow pine (kiln dried) 419 397 285 237 233
2x4 spruce-pine-fir (kiln dried) 343 334 231 187 186
Plywood (1/2" CDX) - $/MSF
West 334 321 281 220 209
South 298 282 249 192 184
Oriented strand board (7/16"-24/16)
North Central price - $/MSF 265 236 217 147 129
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; Newsprint,
which manufactures newsprint at the company's North Pacific Paper
Corporation mill and markets it to West Coast and Japanese newspaper
publishers; 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, which is primarily used in the production of
corrugated shipping containers, and manufactures and markets
corrugated shipping containers for industrial and agricultural
packaging; Paperboard, which manufactures bleached paperboard that is
used for production of liquid containers and is marketed to West Coast
and Pacific Rim customers; Recycling, which operates an extensive
wastepaper collection system and markets it to company mills and
worldwide customers; and Chemicals, which produces chlorine, caustic
and tall oil, which are used principally by the company's pulp, paper
and packaging operations. In February 1993, the Personal Care
Products business, which manufactured disposable diapers marketed
under the private-label brands of many of North America's largest
retailers was sold through an initial public offering of stock.
Sales volumes by major product class are as follows (thousands):
1994 1993 1992 1991 1990
------ ------ ------ ------ ------
Pulp - air-dry metric tons 2,068 1,886 1,238 1,433 1,194
Newsprint - metric tons 638 609 575 450 453
Paper - tons 998 990 966 869 893
Paperboard - tons 201 222 238 234 220
Containerboard - tons 254 290 318 418 444
Packaging - MSF 34,483 31,386 29,414 26,525 25,022
Recycling - tons 985 851 778 735 648
Personal care products - standard cases - - 17,017 14,929 11,471
Selected product prices (per ton):
1994 1993 1992 1991 1990
------ ------ ------ ------ ------
Pulp - NBKP-air-dry metric-U.S. $ 566 $ 445 $ 551 $ 568 $ 800
Paper - uncoated free sheet-U.S. 617 627 630 713 859
Linerboard - 42 lb.-Eastern U.S. 367 295 343 330 360
Newsprint - metric - West Coast U.S. 460 435 433 549 561
5
Weyerhaeuser Company and Subsidiaries
PART I
Item 1. Business - Continued
- -----------------------------
Real Estate
The company, through its real estate subsidiary, Weyerhaeuser Real
Estate Company, is a builder/developer of for-sale housing and
apartments, develops commercial and residential lots for sale to
retail customers and other builders, builds commercial buildings for
sale to institutional investors, and is an investor in joint ventures
and limited partnerships.
Volumes sold:
1994 1993 1992 1991 1990
----- ----- ----- ----- -----
Single-family units1 3,934 3,879 3,917 4,410 5,113
Multi-family units1 475 1,141 60 317 358
Lots1 2,157 1,372 2,762 1,138 3,008
Commercial space (thousand sq. ft.) 389 88 142 269 235
1Includes one-half of joint venture sales.
Financial Services
The company, through its financial services subsidiary, Weyerhaeuser
Financial Services, Inc., is involved in a range of financial
services. The principal operating unit is Weyerhaeuser Mortgage
Company, which has origination offices in 14 states, with a servicing
portfolio of $11.3 billion covering approximately 139,000 loans
throughout the country. Mortgages are resold in the secondary market
through mortgage-backed securities to financial institutions and
investors. Through its insurance services organization, it also
offers a broad line of property, life and disability insurance. GNA
Corporation, a subsidiary that specialized in the sale of life
insurance annuities and mutual funds to the customers of financial
institutions, was sold in April 1993. Republic Federal Savings & Loan
Association, a subsidiary that operated in Southern California through
1991, was dissolved in 1992.
Volume information (millions):
1994 1993 1992 1991 1990
------- ------ ------- ------- -------
Loan servicing portfolio $11,300 $ 8,400 $ 9,800 $10,600 $11,600
Single-family loan originations 2,763 4,405 3,380 2,496 2,131
6
Weyerhaeuser Company and Subsidiaries
PART I
Item 2. Properties
- -------------------
Timberlands and Wood Products
Facilities and annual production are summarized by major product class
as follows (millions):
Number
Production of
Capacity Facilities 1994 1993 1992 1991 1990
--------- ---------- ----- ----- ----- ----- -----
Logs - cubic ft. - - 671 673 749 782 817
Softwood lumber - board ft. 3,353 27 3,249 3,135 2,782 2,687 2,719
Softwood plywood and veneer - sq. ft. (3/8") 1,278 8 1,249 1,188 1,125 966 1,076
Composite panels - sq. ft. (3/4") 609 6 594 564 540 493 505
Oriented strand board - sq. ft. (3/8") 1,570 5 1,568 1,443 1,234 1,208 1,156
Hardboard - sq. ft. (7/16") 130 1 122 120 118 90 119
Hardwood lumber - board ft. 270 8 229 221 210 196 202
Hardwood doors (thousands) 717 1 597 522 469 448 556
Principal manufacturing facilities are located as follows:
Softwood lumber and plywood Hardwood lumber
Alabama, Arkansas, Georgia, Idaho, Arkansas, Oklahoma, Pennsylvania,
Mississippi, North Carolina, Washington, and Wisconsin
Oklahoma, Oregon, Washington, and
Alberta,British Columbia, and Hardwood doors
Saskatchewan, Canada Wisconsin
Composite panels
Georgia, North Carolina, Oregon and
Wisconsin
Oriented strand board
Michigan, North Carolina, and
Alberta, Canada
Hardboard
Oregon
7
Weyerhaeuser Company and Subsidiaries
PART I
Item 2. Properties - Continued
- -------------------------------
Pulp, Paper and Packaging
Facilities and annual production are summarized by major product class
as follows (thousands):
Number
Production of
Capacity Facilities 1994 1993 1992 1991 1990
--------- ---------- ------ ------ ------ ------ ------
Pulp - air-dry metric tons 2,130 8 2,041 2,096 1,506 1,527 1,386
Newsprint - metric tons 675 1 651 618 588 461 459
Paper - tons 1,047 5 982 1,007 971 889 900
Paperboard - tons 220 1 189 217 229 238 217
Containerboard - tons 2,380 5 2,357 2,269 2,240 2,224 2,171
Packaging - MSF 39,000 37 36,020 32,795 31,040 27,583 26,146
Recycling - tons - 27 2,042 1,847 1,692 1,415 1,204
Personal care products
- standard cases - - - - 16,743 14,902 11,471
Principal manufacturing facilities are located as follows:
Pulp Containerboard
Georgia, Mississippi, North Carolina North Carolina, Oklahoma,
Washington, and Alberta, British Columbia, Oregon, and Washington
and Saskatchewan, Canada
Packaging
Arizona, California, Florida,
Newsprint Georgia, Hawaii, Illinois,
Washington Indiana, Iowa, Kentucky, Maine,
Michigan, Minnesota,
Paper Mississippi, Missouri, Nebraska,
Mississippi, North Carolina, New Jersey, New York, North
Washington, Wisconsin, and Carolina, Ohio, Oregon,
Saskatchewan, Canada Tennessee, Texas, Virginia,
Washington, and Wisconsin
Paperboard
Washington
Recycling
Arizona, California, Colorado,
Indiana, Iowa, Kansas, Maryland,
Minnesota, New Jersey, North
Carolina, Oklahoma, Oregon,
Pennsylvania, Tennessee, Texas,
Virginia, Washington, and
British Columbia, Canada
Chemicals
Georgia, Mississippi, North
Carolina, Oklahoma, Washington,
and Saskatchewan, Canada
8
Weyerhaeuser Company and Subsidiaries
PART I
Item 2. Properties - Continued
- -------------------------------
Real Estate
Principal Operations Primary States of Operations Primary Activities
- ----------------------------------------------------------------------------
Centennial Homes, Inc. Texas Single-family housing
and residential land
development
Land Management Arkansas, North Residential and
Carolina and commercial land
Washington development and
acreage management
Pardee Construction California and Single-family and
Company Nevada multi-family housing
and land development
The Quadrant Washington Single-family and
Corporation multi-family housing,
residential and
commercial land
development and
commercial building
Scarborough Florida Residential and
Constructors, Inc. commercial land
development
Winchester Homes, Inc. Maryland and Single-family housing
Virginia and residential land
development
Weyerhaeuser Venture Co. Arizona, Equity investments and
California, participating loans in
Colorado, Nevada, residential real
Oregon and estate
Washington
Weyerhaeuser Real Estate Co. Washington Parent company
Financial Services
Principal Operations Primary States of Operations Primary Activities
- ----------------------------------------------------------------------------
Weyerhaeuser Mortgage Branches in 14 Mortgage lending and
Company states with major servicing, insurance
concentrations in and investment sales
California, Hawaii and service
and Nevada
Mortgage Securities California Mortgage securities
Corporations
WFS (Republic) Inc. California Investment sales and
service
Weyerhaeuser Delaware Parent company
Financial Services, Inc.
9
Weyerhaeuser Company and Subsidiaries
PART I
Item 3. Legal Proceedings
- --------------------------
Trial began in May 1992 in a federal income tax refund case that the
company filed in July 1989 in the United States Claims Court. The
complaint seeks a refund of federal income taxes that the company
contends it overpaid in 1977 through 1983. The alleged overpayments
are the result of the disallowance of certain timber casualty losses
and certain deductions claimed by the company arising from export
transactions. The refund sought was approximately $29 million, plus
statutory interest from the dates of the alleged overpayments. The
company settled the portion of the case relating to export
transactions and received a tax refund of approximately $10 million,
plus statutory interest. In September 1994, the United States Court
of Federal Claims issued an opinion on the casualty loss issues which
will result in the allowance of additional tax refunds of
approximately $2 million, plus statutory interest. The company
currently intends to appeal the decision.
On March 6, 1992, the company filed a complaint in the Superior Court
for King County, Washington against a number of insurance companies.
The complaint seeks a declaratory judgment that the insurance
companies named as defendants are obligated under the terms and
conditions of the policies sold by them to the company to defend the
company and to pay, on the company's behalf, certain claims asserted
against the company. The claims relate to alleged environmental
damage to third-party sites and to some of the company's own property
to which allegedly toxic material was delivered or on which allegedly
toxic material was placed in the past. Since December 1992, the
company has agreed to settlements with all but one of the defendants.
In July 1993, the trial court dismissed fourteen of the thirty-five
sites named in the complaint. In May 1994, the Washington State
Supreme Court reversed the trial court's dismissal of those sites.
Trial on two sites against the sole remaining defendant began in
October 1994 and resulted in a jury verdict which awarded damages to
the company with respect to one of the sites.
The company has undertaken a review of all its wood products
facilities for compliance with the Prevention of Significant
Deterioration (PSD) regulations and has disclosed PSD compliance
issues to certain state agencies and the Environmental Protection
Agency (EPA). The company and the State of Mississippi Department of
Environmental Quality have entered into a consent agreement concerning
PSD regulations at company facilities in Philadelphia and Bruce,
Mississippi, involving penalties of $170 thousand. The State of
Alabama has issued a compliance order with penalties totaling $100
thousand for noncompliance with PSD regulations at the company's
Millport facility. The company and North Carolina's Division of
Environmental Management have entered into a consent agreement for its
Elkin, North Carolina facility involving penalties of $140 thousand
and concluded a separate consent agreement for its Moncure, North
Carolina facility involving penalties of $140 thousand. The company
has signed a consent agreement including penalties of $140 thousand
relating to PSD issues at the company's Wright City, Oklahoma facility
with the State of Oklahoma Department of Environmental Quality. The
company has signed consent agreements with the State of Arkansas
concerning PSD related issues for facilities in Dierks and Mountain
Pine, involving $375 thousand in total penalties for both facilities.
Region V of the EPA has issued a Notice of Violation for permit
violations at the company's Grayling, Michigan facility. The company
has negotiated a settlement of those alleged permit violations and
other PSD related issues with the Michigan Department of Natural
Resources that involves penalties of approximately $499 thousand. The
company has entered into negotiations with the Lane County, Oregon
Regional Air Pollution Control Authority concerning a draft Notice of
Violation which would seek penalties for alleged PSD violations at the
company's Springfield, Oregon particleboard operations. In September
1992, the EPA issued a Section 114 Request for Information concerning
PSD compliance at the company's oriented strand board and medium
density fiberboard mills. In June 1993, the EPA issued a similar
Section 114 request for the company's plywood and particleboard mills.
The EPA issued a notice of violation in August 1994 for nine company
facilities (including the Plymouth, North Carolina and Adel, Georgia
wood products facilities and all of the facilities mentioned above
except the Grayling, Michigan, Springfield, Oregon and Bruce,
Mississippi wood products facilities) as part of its national PSD
enforcement action against the company and other forest product
companies.
The company has also undertaken a review of its ten major pulp and
paper facilities to evaluate the facilities' compliance with PSD
regulations and has disclosed the potential of PSD compliance issues
to six state agencies and the EPA. The company is currently working
with the states to negotiate settlements for the alleged violations.
The Washington State Department of Ecology has investigated the
accidental release of chlorine, chlorine dioxide and non-condensable
gasses at the company's pulp mill in Longview, in July 1994 and has
issued a $10 thousand penalty for the chlorine release and a
$5 thousand penalty for the non-condensable gasses release. The EPA
is also investigating the accidental chlorine release.
10
Weyerhaeuser Company and Subsidiaries
PART I
Item 3. Legal Proceedings - Continued
- --------------------------------------
On April 9, 1993, the company entered into a Stipulated Final Order
(SFO) with the Oregon Department of Environmental Quality for alleged
air emissions in excess of permit levels and PSD noncompliance at the
company's North Bend, Oregon containerboard facility. The SFO
establishes a compliance schedule for installing control technology.
A supplemental SFO assessed upfront penalties of $247 thousand and
penalties of 500 dollars per day until compliance is demonstrated.
The SFO required demonstrated compliance by December 1993 and a
historical evaluation of the facility's PSD status. The company has
submitted a plant site PSD review to the state and is awaiting its
review.
In August 1992, the EPA issued an administrative complaint for the
assessment of $215 thousand in civil penalties against the company's
Longview, Washington facility. The penalties are based upon alleged
violations of the record keeping and storage provisions of the
polychlorinated biphenyls (PCB) rules contained in the Toxic
Substances Control Act. The company and the EPA settled the complaint
for a maximum penalty of $118 thousand, 50% of which was paid when the
settlement was signed. Payment of the remaining 50% was deferred and
will be eliminated based on the expenditure of more than $118 thousand
by the company to dispose of PCB contaminated transformers.
On November 2, 1992, an action was filed against the company in the
Circuit Court for the First Judicial District of Hinds County,
Mississippi, on behalf of a purported class of riparian property
owners in Mississippi and Alabama whose properties are located on the
Tennessee Tombigbee Waterway, Aliceville Lake, Cedar Creek and the
Magoway Creek. The complaint seeks $1 billion in compensatory and
punitive damages for diminution in property value, personal injuries
and mental anguish allegedly resulting from the discharge of purported
hazardous substances, including dioxins and furans, by the company's
pulp and paper mill in Columbus, Mississippi, and the alleged
fraudulent concealments of such discharge. The complaint also seeks
an injunction prohibiting future releases and the removal of hazardous
substances allegedly released in the past. On August 20, 1993, a
companion action was filed in Greene County, Alabama, on behalf of a
similar purported class of riparian owners with essentially the same
claims as the Mississippi case. On January 20, 1995, the court in the
Alabama action certified a class of all persons who, as of the date
the action commenced, were riparian owners, lessees and licensees of
properties located on the Tennessee Tombigbee Waterway in Greene,
Sumter, Pickens and Marengo counties, Alabama, and Lowndes and Noxubee
counties, Mississippi, to determine whether the company is liable to
the members of the class for compensatory and/or punitive damages and
to determine the amount of punitive damages, if any, to be awarded to
the class as a whole. The class is estimated to exceed 400 members
and may range from 1,000 to 1,500 members. Neither the Mississippi
action nor the Alabama action is presently scheduled for trial.
The company was sued in the United States District Court for the
District of Alaska by two corporations with which the company had
entered into financing arrangements, a marketing agreement, and a
technical assistance agreement. The plaintiffs claimed the company
breached contractual and common law duties by allegedly failing to
adequately market and ship the plaintiffs' products, misrepresenting
its marketing and shipping capabilities, and acting to further its
interests at the plaintiffs' expense. The plaintiffs in the First
Amended Complaint, filed in May 1992, sought an unstated amount of
damages described as more than $50 million in compensatory damages
plus not less than $75 million in punitive damages. The claim for
punitive damages was dismissed by the trial court. In March 1994, a
jury returned a verdict against the company awarding damages of $1.2
million. Both the company and the plaintiffs have appealed.
The company is also a party to various proceedings relating to the
clean-up 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 generally
incidental to its business. 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 presently believes
that any ultimate outcome resulting from the legal proceedings
discussed herein, 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 legal proceedings 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 25, 1994.
11
Weyerhaeuser Company and Subsidiaries
PART II
Item 5. Market Price of and Dividends on the Registrant's Common Equity
- -----------------------------------------------------------------------
and Related Stockholder Matters
- -------------------------------
Information with respect to market information, stockholders and
dividends included in Notes 22 and 23 of Notes to Financial Statements
in the company's 1994 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 1994 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 25 through 32 and pages 35 through 45, contained in
the company's 1994 Annual Report to Shareholders, is incorporated
herein by reference.
Item 8. Financial Statements and Supplementary Information
- ----------------------------------------------------------
Financial statements and supplementary information, contained in the
company's 1994 Annual Report to Shareholders are incorporated herein
by reference:
Page(s) in
Annual Report
to Shareholders
---------------
Report of Independent Public Accountants 46
Consolidated Statement of Earnings 47
Consolidated Balance Sheet 48-49
Consolidated Statement of Cash Flows 50-51
Consolidated Statement of Shareholders' Interest 52
Notes to Financial Statements 53-77
Selected Quarterly Financial Information 75
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
1 through 4 of the Notice of 1995 Annual Meeting of Shareholders and
Proxy Statement dated March 6, 1995 is incorporated herein by
reference.
The executive officers of the company are as follows:
Name Title Age
---- ----- ---
Charles W. Bingham Executive Vice President 61
William R. Corbin Executive Vice President 53
John W. Creighton, Jr. President 62
Richard C. Gozon Executive Vice President 56
Steven R. Hill Senior Vice President 47
Norman E. Johnson Senior Vice President 61
William C. Stivers Senior Vice President 56
Item 11. Executive Compensation
- --------------------------------
Information with respect to executive compensation included on pages 5
through 13 of the Notice of 1995 Annual Meeting of Shareholders and
Proxy Statement dated March 6, 1995 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 4 and 5 of the Notice of 1995
Annual Meeting of Shareholders and Proxy Statement dated March 6, 1995
is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
- -------------------------------------------------------
Information with respect to certain relationships and related
transactions included on pages 15 and 16 of the Notice of 1995 Annual
Meeting of Shareholders and Proxy Statement dated March 6, 1995 is
incorporated herein by reference.
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, contained in the
company's 1994 Annual Report to Shareholders, are incorporated in
Part II, Item 8 of this Form 10-K by reference.
Page Number(s)
Financial Statement Schedules In Form 10-K
- ----------------------------- --------------
Report of Independent Public Accountants on Financial 16
Statement Schedules
Schedule II - Valuation and Qualifying Accounts 17-18
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, contained in
the company's 1994 Annual Report to Shareholders and incorporated
herein by reference.
Exhibits:
3 - Articles of Incorporation and Bylaws
10 - Material Contracts
(a) Agreement with N. E. Johnson
(b) Agreement with W. R. Corbin
11 - Statement Re: Computation of Per Share Earnings
(incorporated by reference to Note 1 of the 1994
Weyerhaeuser Company Annual Report to Shareholders)
13 - Portions of the 1994 Weyerhaeuser Company 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 has not filed a report on Form 8-K during the last
fiscal quarter of the period for which this Form 10-K is filed.
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, 1995.
Weyerhaeuser Company
/s/ John W. Creighton, Jr.
--------------------------
John W. Creighton, Jr.
President
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, 1995.
/s/ John W. Creighton, Jr. /s/ Don C. Frisbee
- --------------------------------- ---------------------------------
John W. Creighton, Jr. Don C. Frisbee
President, Principal Executive Director
Officer and Director
/s/ P. M. Hawley
---------------------------------
/s/ George H. Weyerhaeuser Philip M. Hawley
- --------------------------------- Director
George H. Weyerhaeuser
Chairman of the Board and Director
---------------------------------
E. Bronson Ingram
Director
/s/ William C. Stivers
- ---------------------------------
William C. Stivers
Principal Financial /s/ John Kieckhefer
Officer ---------------------------------
John I. Kieckhefer
Director
/s/ Kenneth J. Stancato
- ---------------------------------
Kenneth J. Stancato /s/ William Ruckelshaus
Principal Accounting ---------------------------------
Officer William D. Ruckelshaus
Director
/s/ William Clapp /s/ Richard H. Sinkfield
- --------------------------------- ---------------------------------
William H. Clapp Richard H. Sinkfield
Director Director
/s/ W. John Driscoll
- ---------------------------------
W. John Driscoll
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 7,
1995. Our audit was made for the purpose of forming an opinion on
those statements taken as a whole. The schedule listed on page 14
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 7, 1995
16
Weyerhaeuser Company and Subsidiaries
FINANCIAL STATEMENT SCHEDULES
Schedule II - Valuation and Qualifying Accounts
For the three years ended December 25, 1994
Dollar amounts in millions
Balance at Charged Deductions Balance
Beginning to from at End
Description of Period Income Reserve of Period
- ----------- --------- ------- ---------- ---------
Weyerhaeuser
Reserve deducted from related asset
accounts:
Doubtful accounts - Accounts receivable
1994 $ 10 $ 4 $ 4 $ 10
===== ===== ===== =====
1993 $ 10 $ 7 $ 7 $ 10
===== ===== ===== =====
1992 $ 10 $ 7 $ 7 $ 10
===== ===== ===== =====
Real Estate and Financial Services
Reserve and allowances deducted from
related asset accounts:
Doubtful accounts - Receivables
1994 $ 3 $ - $ 2 $ 1
===== ===== ===== =====
1993 $ 4 $ 1 $ 2 $ 3
===== ===== ===== =====
1992 $ 11 $ 3 $ 10 $ 4
===== ===== ===== =====
Unamortized discount - Receivables
1994 $ 4 $ 1 $ 2 $ 3
===== ===== ===== =====
1993 $ 2 $ - $ (2) 1 $ 4
===== ===== ===== =====
1992 $ 2 $ 1 $ 1 $ 2
===== ===== ===== =====
Real estate in process of development
1994 $ 30 $ 4 $ 2 $ 32
===== ===== ===== =====
1993 $ 77 $ 4 $ 51 $ 30
===== ===== ===== =====
1992 $ 94 $ - $ 17 $ 77
===== ===== ===== =====
Land being processed for development
1994 $ 19 $ 3 $ 3 $ 19
===== ===== ===== =====
1993 $ 28 $ - $ 9 $ 19
===== ===== ===== =====
1992 $ 58 $ - $ 30 $ 28
===== ===== ===== =====
Investment in and advances to joint
ventures and limited partnerships
1994 $ 57 $ 2 $ 10 $ 49
===== ===== ===== =====
1993 $ 66 $ 9 $ 18 $ 57
===== ===== ===== =====
1992 $ 90 $ 1 $ 25 $ 66
===== ===== ===== =====
Note:
1Includes $2 million of discount on a partnership note consolidated by
Weyerhaeuser Venture Company.
17
Weyerhaeuser Company and Subsidiaries
FINANCIAL STATEMENT SCHEDULES
Schedule II - Valuation and Qualifying Accounts - Continued
For the three years ended December 25, 1994
Dollar amounts in millions
Balance at Charged Deductions Balance
Beginning to from at End
Description of Period Income Reserve of Period
- ----------- ---------- ------- ---------- ---------
Real Estate and Financial
Services - Continued
Allowance for loan losses - mortgage
loans receivable
1994 $ 4 $ 4 $ - $ 8
===== ===== ===== =====
1993 $ 19 $ 9 $ 24 1 $ 4
===== ===== ===== =====
1992 $ 27 $ 6 $ 14 $ 19
===== ===== ===== =====
Properties acquired from loan
foreclosures - other assets
1994 $ 26 $ 3 $ 8 $ 21
===== ===== ===== =====
1993 $ - $ - $ (26) 1 $ 26
===== ===== ===== =====
Note:
1 Includes reserves transferred from loans to properties acquired
from loan foreclosures.
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 and Eastern Railroad Company Arkansas 100
Fisher Lumber Company California 100
Golden Triangle Railroad Mississippi 100
Green Arrow Motor Express Company Delaware 100
J.H. Hamlen & Son, Inc. Arkansas 100
Mississippi & Skuna Valley Railroad Company Mississippi 100
Mountain Tree Farm Company Washington 50
North Pacific Paper Corporation Delaware 80
Norpac Sales Corporation Guam 100
Oregon, California & Eastern Railway Company Nevada 100
Pacific Veneer, Ltd. Washington 90
Shemin Nurseries, Inc. Delaware 100
Texas, Oklahoma & Eastern Railroad Company Oklahoma 100
United Structures, Inc. California 100
Westwood Shipping Lines, Inc. Washington 100
Weycomp Claims Management Service, Inc. Texas 100
Weyerhaeuser Construction Company Washington 100
Weyerhaeuser Financial Services, Inc. Delaware 100
CMO Finance Corp. Nevada 100
MJ Finance Corporation California 100
Mortgage Securities II Corporation Nevada 100
Mortgage Securities III Corporation Nevada 100
Mortgage Securities IV Corporation Nevada 100
R4 Participant Corporation Nevada 100
ver Bes' Insurance Company Vermont 100
de Bes' Insurance Ltd. Bermuda 100
Weyerhaeuser Mortgage Company California 100
Mason-McDuffie Mortgage Corporation Delaware 100
Mason-McDuffie Service Corporation California 100
Westwood Associates California 100
Westwood Insurance Agency California 100
Westwood Insurance Agency of Arizona, Inc. Arizona 100
WMC Mortgage Co. International California 100
WMC Finance Corp. I California 100
19
Weyerhaeuser Company and Subsidiaries
Exhibit 22
Subsidiaries of the Registrant - Continued
Percentage
State or Ownership of
Country of Immediate
Name Incorporation Parent
---- ------------- ------------
WFS (Republic), Inc. Nevada 100%
Abfall Finance Corp. California 100
Brookview, Inc. Nevada 100
The Giddings Mortgage Investment Company California 100
Gudig Abfall, Inc. California 100
Kachura Finance Corp. California 100
Laurel Real Estate Development, Inc. California 100
McGNT Finance Corp. California 100
Pass-Through Finance Corp. California 100
RFS Development Corporation California 100
RFS Finance Corp. California 100
RFS Insurance Agency California 100
RFS Service Corporation California 100
R. J. Plaza II, Inc. Nevada 100
Trimark Development Company California 100
Trimark Realty Advisors, Inc. California 100
Woodland Hills Properties-W., Inc. Nevada 100
Monthill, Inc. California 100
Placer Business Center, Inc. California 100
Terman Properties, Inc. California 100
WVC II, Inc. Nevada 100
Weyerhaeuser International, Inc. Washington 100
Weyerhaeuser Canada Ltd. Canada 100
Saskatoon Chemicals Ltd. Canada 100
Weyerhaeuser China, Ltd. Washington 100
Weyerhaeuser GMBH Germany 100
Weyerhaeuser (Far East) Limited Hong Kong 100
Weyerhaeuser Italia, S.r.l. Italy 100
Weyerhaeuser Japan Ltd. Japan & Delaware 100
Weyerhaeuser Korea, Ltd. Korea 100
Weyerhaeuser, S.A. Panama 100
Weyerhaeuser International Sales Corp. Guam 100
Weyerhaeuser (Mexico) Inc. Washington 100
Weyerhaeuser Midwest, Inc. Washington 100
Weyerhaeuser Overseas Finance Co. Delaware 100
Weyerhaeuser Real Estate Company Washington 100
The Babcock Company Florida 100
Centennial Homes, Inc. Texas 100
Midway Properties, Inc. North Carolina 100
20
Weyerhaeuser Company and Subsidiaries
Exhibit 22
Subsidiaries of the Registrant - Continued
Percentage
State or Ownership of
Country of Immediate
Name Incorporation Parent
---- ------------- -----------
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
The Quadrant Corporation Washington 100
Quadrant Real Estate Services, Inc. Washington 100
South Jersey Assets, Inc. New Jersey 100
Scarborough Constructors, Inc. Florida 100
Trendmaker, Inc. Texas 100
Weyerhaeuser Real Estate Company of Nevada Nevada 100
Weyerhaeuser Venture Company Nevada 100
Las Positas Land Co. California 100
WAMCO, Inc. Nevada 100
Weyerhaeuser Realty Investors, Inc. Washington 100
Winchester Homes, Inc. Delaware 100
SC-WHI, Inc. Delaware 100
The Wray Company Arizona 100
21
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 No. 33-52789 on Form S-3 and Nos. 2-61042,
2-81463, 33-25928, 33-24385, 33-24979, 33-31622, 33-32605, 33-34460,
33-41414, 33-47392 and 2-88109 on Form S-8.
ARTHUR ANDERSEN LLP
Seattle, Washington,
March 10, 1995
22