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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 31, 1995 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) Chicago 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 23, 1996, 198,070,891 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 $8,913,190,095.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the fiscal year
ended December 31, 1995 are incorporated by reference into Parts I, II
and IV.
Portions of the Notice of 1996 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 39, Description
of the Business of the Company, contained in the company's 1995 Annual
Report to Shareholders, is incorporated herein by reference.
Financial information with respect to industry segments, included in
Note 19 of Notes to Financial Statements contained in the company's
1995 Annual Report to Shareholders, is incorporated herein by
reference.
Timberlands and Wood Products
The company owns approximately 5.3 million acres of commercial
forestland in the United States (49% in the South and 51% 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 18.9 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
244 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, fertilization and operational
pruning, all of which increase the yield from its fee timberland
acreage.
Inventory Thousands of Acres at December 31, 1995
--------- ------------------------------------------
Millions Fee Long-term License
of Cunits Ownership Leases Arrangements Total
--------- --------- ---------- ------------ ------
Geographic Area
Washington 44 1,492 - - 1,492
Oregon 18 1,217 - - 1,217
Southern 28 2,593 171 - 2,764
--------- --------- ---------- ------------ ------
Total United States 90 5,302 171 - 5,473
--------- --------- ---------- ------------ ------
Canada
Alberta 91 - - 6,846 6,846
British Columbia 10 35 - 3,572 3,607
Saskatchewan 53 - - 8,457 8,457
--------- --------- ---------- ------------ ------
Total Canada 154 35 - 18,875 18,910
--------- --------- ---------- ------------ ------
TOTAL 244 5,337 171 18,875 24,383
========= ========= ========== ============ ======
Thousands of Acres
Thousands of Acres Millions of ------------------------
------------------ Seedlings Stocking
Harvested Planted Planted Control Fertilization
--------- ------- --------- --------- -------------
1995 Activity
Washington 27.5 28.4 15.8 1.5 55.9
Oregon 12.8 11.9 5.2 1.7 33.5
Southern 49.0 45.5 20.5 3.8 189.8
--------- ------- --------- --------- -------------
Total United States 89.3 85.8 41.5 7.0 279.2
========= ======= ========= ========= =============
3
Weyerhaeuser Company and Subsidiaries
PART I
Item 1. Business - Continued
- -----------------------------
On February 28, 1996, the company signed an agreement to acquire
ownership and long-term leases to 661,200 acres of private commercial
forestland and two sawmills in southeastern Louisiana and southern
Mississippi from Cavenham Forest Industries, a subsidiary of Hansen
Plc, for $500 million.
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 volumes by major product class are as follows (millions):
1995 1994 1993 1992 1991
------ ------ ------ ------ ------
Raw materials - cubic ft. 535 564 547 545 538
Softwood lumber - board ft. 4,515 4,402 4,230 3,440 3,269
Softwood plywood and veneer -
sq. ft. (3/8") 2,324 2,685 2,435 2,227 2,135
Composite panels - sq. ft. (3/4") 648 660 626 590 685
Oriented strand board - sq. ft. (3/8") 1,931 1,803 1,672 1,484 1,205
Hardboard - sq. ft. (7/16") 201 167 140 133 114
Hardwood lumber - board ft. 293 254 240 218 219
Engineered wood products - lineal ft. 128 71 47 - -
Hardwood doors (thousands) 648 617 556 514 525
Selected product prices:
1995 1994 1993 1992 1991
------ ------ ------ ------ ------
Export logs (#2 sawlog-bark on) - $/MBF
Cascade - Douglas fir $1,365 $1,168 $1,224 $ 930 $ 686
Coastal - Hemlock 750 804 831 562 530
Coastal - Douglas fir 1,217 1,085 1,104 858 633
Lumber (common) - $/MBF
2x4 Douglas fir (kiln dried) 332 408 418 295 250
2x4 Douglas fir (green) 308 364 383 261 224
2x4 Southern yellow pine (kiln dried) 364 419 397 285 237
2x4 Spruce-pine-fir (kiln dried) 251 343 334 231 187
Plywood (1/2" CDX) - $/MSF
West 331 334 321 281 220
South 301 298 282 249 192
Oriented strand board (7/16"-24/16) North
Central price - $/MSF 245 265 236 217 147
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 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; 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 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):
1995 1994 1993 1992 1991
------- ------- ------- ------- -------
Pulp - air-dry metric tons 2,060 2,068 1,886 1,238 1,433
Newsprint - metric tons 663 638 609 575 450
Paper - tons 1,006 998 990 966 869
Paperboard - tons 230 201 222 238 234
Containerboard - tons 259 254 290 318 418
Packaging - MSF 34,342 34,483 31,386 29,414 26,525
Recycling - tons 1,467 985 851 778 735
Personal care products -
standard cases - - - 17,017 14,929
Selected product prices (per ton):
1995 1994 1993 1992 1991
------ ------ ------ ------ ------
Pulp - NBKP-air-dry metric-U.S. $883 $566 $445 $551 $568
Paper - uncoated free sheet-U.S. 946 617 627 630 713
Linerboard - 42 lb.-Eastern U.S. 505 367 295 343 330
Newsprint - metric - West Coast U.S. 662 460 435 433 549
OCC 128 78 27 30 39
ONP 99 46 16 13 16
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 engaged primarily in developing single-family
housing and residential lots for sale, including the development of
master-planned communities. Operations are mainly concentrated in
selected metropolitan areas in Southern California, Nevada,
Washington, Texas, Maryland and Virginia.
Volumes sold:
1995 1994 1993 1992 1991
----- ----- ----- ----- -----
Single-family units (1) 3,114 3,934 3,879 3,917 4,410
Multi-family units (1) 117 475 1,141 60 317
Lots (1) 1,628 2,157 1,372 2,762 1,138
Commercial space (thousand sq. ft.) - 389 88 142 269
(1) Includes 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 billion involving approximately 136,000 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 insurances. 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, was
dissolved in 1992.
Volume information (millions):
1995 1994 1993 1992 1991
------- ------- ------- ------- -------
Loan servicing portfolio $10,952 $11,300 $ 8,400 $ 9,800 $10,600
Single-family loan originations 2,196 2,763 4,405 3,380 2,496
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 1995 1994 1993 1992 1991
---------- ---------- ----- ----- ----- ----- -----
Logs - cubic ft. - - 914 671 673 749 782
Softwood lumber - board ft. 3,483 27 3,419 3,249 3,135 2,782 2,687
Softwood plywood and
veneer - sq. ft. (3/8") 1,337 8 1,292 1,249 1,188 1,125 966
Composite panels - sq. ft.
(3/4") 607 6 583 594 564 540 493
Oriented strand board -
sq. ft. (3/8") 1,670 5 1,654 1,568 1,443 1,234 1,208
Hardboard - sq. ft. (7/16") 130 1 124 122 120 118 90
Hardwood lumber - board ft. 409 11 278 229 221 210 196
Hardwood doors (thousands) 717 1 643 597 522 469 448
Principal manufacturing facilities are located as follows:
Softwood lumber and plywood Hardwood lumber
Alabama, Arkansas, Georgia, Idaho, Arkansas, Oklahoma, Oregon,
Mississippi, North Carolina, Pennsylvania, Washington and
Oklahoma, Oregon, Washington and Wisconsin
Alberta, British Columbia and
Saskatchewan, Canada Hardwood doors
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 of
Production Facil-
Capacity ilities 1995 1994 1993 1992 1991
---------- -------- ------ ------ ------ ------ ------
Pulp - air-dry metric tons 2,130 8 2,159 2,041 2,096 1,506 1,527
Newsprint - metric tons 690 1 687 651 618 588 461
Paper - tons 1,075 5 1,060 982 1,007 971 889
Paperboard - tons 220 1 229 189 217 229 238
Containerboard - tons 2,540 5 2,329 2,357 2,269 2,240 2,224
Packaging - MSF 48,000 45 36,041 36,020 32,795 31,040 27,583
Recycling - tons - 36 2,754 2,042 1,847 1,692 1,415
Personal care products -
standard cases - - - - - 16,743 14,902
Principal manufacturing facilities are located as follows:
Pulp Containerboard
Georgia, Mississippi, North Carolina, North Carolina, Oklahoma, Oregon
Washington and Alberta, British and Washington
Columbia and Saskatchewan, Canada
Packaging
Newsprint Arizona, California, Connecticut,
Washington Florida, Georgia, Hawaii, Illinois,
Indiana, Iowa, Kentucky, Maryland,
Paper Michigan, Minnesota, Mississippi,
Mississippi, North Carolina, Missouri, Nebraska, New Jersey,
Washington, Wisconsin and New York, North Carolina, Ohio,
Saskatchewan, Canada Oregon, Tennessee, Texas, Virginia,
Washington and Wisconsin
Paperboard
Washington Recycling
Arizona, California, Colorado,
Georgia, Illinois, Indiana, Iowa,
Kansas, Maryland, Minnesota,
Nebraska, New Jersey, North Carolina,
Oklahoma, Oregon, Pennsylvania,
Tennessee, Texas, Utah, 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
- -----------------------------------------------------------------------------
Land Management Arkansas, North Carolina Residential and
and Washington commercial land
development
Pardee Construction California and Nevada Single-family and
Company multi-family housing
and land development
The Quadrant Washington Single-family housing,
Corporation residential and
commercial land
development,
commercial building
and commercial
property management
Scarborough Florida Residential and
Constructors, Inc. commercial land
development
Trendmaker Homes, Inc. Texas Single-family housing
and residential land
development
Winchester Homes, Inc. Maryland and Virginia Single-family housing
and residential land
development
Weyerhaeuser Real Washington Parent company
Estate Co.
Financial Services
Principal Operations Primary States of Operations Primary Activities
- ------------------------------------------------------------------------------
Weyerhaeuser Mortgage Branches in 14 states with Mortgage lending and
Company major concentrations in servicing, insurance
California, Hawaii, Nevada and investment sales
and Texas and service
Mortgage Securities California Mortgage securities
Corporations
Weyerhaeuser California Real estate investment
Financial sales and service
Investments, Inc.
Weyerhaeuser Venture Arizona, California, Equity investments and
Co. Nevada, Oregon and participating loans in
Washington residential real estate
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 has
appealed 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 14 of the 35 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. Trial on several additional sites began
in February 1996 and is continuing.
The company received from the Lane County, Oregon Regional Air
Pollution Control Authority (LRAPA) a draft Notice of Violation which
seeks penalties for alleged Prevention of Significant Deterioration
(PSD) violations at the company's Springfield, Oregon, particleboard
operations. LRAPA informed the company in July 1995 that it will
withdraw its draft Notice of Violation (NOV) and will not seek fines
or penalties. On September 15, 1995, however, LRAPA issued a revised
draft NOV (the Revised Draft NOV), which alleged that the Springfield
particleboard facility had violated a condition of its Air Contaminant
Discharge Permit (ACDP). The allegations in the Revised Draft NOV are
based upon the same facts and circumstances relied upon by LRAPA in
the prior draft NOV. The company has contested LRAPA's issuance of
the Revised Draft NOV.
The company has undertaken a review of its 10 major pulp and paper
facilities to evaluate the facilities' compliance with PSD
regulations, and has disclosed the potential of PSD compliance issues
to seven state agencies and the Environmental Protection Agency (EPA).
The company is currently working with the states to negotiate
settlements for the alleged violations. In April 1995, EPA Region X
issued a Notice of Violation to the company and to North Pacific Paper
Corporation (NORPAC), a joint venture in which the company has an
80 percent ownership interest. The Notice of Violation addresses
alleged PSD violations at NORPAC's Longview, Washington, newsprint
manufacturing facility. A settlement with the State of Washington
that resolves all PSD issues at the Longview/NORPAC complex was
entered on January 26, 1996. The company also entered into a
settlement with the State of Oklahoma regarding the resolution of
alleged PSD violations at the company's Valliant, Oklahoma,
containerboard manufacturing facility on November 14, 1995. The
company has entered into Special Orders by Consent (SOCs) with the
State of North Carolina to resolve alleged PSD issues at its New Bern,
North Carolina, pulp mill and its Plymouth, North Carolina, pulp and
paper complex.
The Washington State Department of Ecology investigated the accidental
release of chorine, chlorine dioxide and non-condensable gasses in
July 1994 at the company's pulp mill in Longview, and issued a $10
thousand penalty for the chlorine release and a $5 thousand penalty
for the non-condensable gasses release which have been paid by the
company. In June 1995, EPA issued an Administrative Complaint against
the company, seeking penalties of $225 thousand and alleging a failure
to timely report the chlorine release. The company has appealed.
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 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 submitted an
initial PSD review to the state in December 1993. A revised report
was delivered to the state in March 1995.
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. By order dated April 5, 1995, venue
of the Alabama action was transferred to Sumter County, Alabama. 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. By
order dated April 12, 1995, as orally amended on February 1, 1996, the
geographical boundaries of the class were amended to run from below
the Columbus mill's wastewater discharge pipe just above the
confluence of the Black Warrior River and the Tennessee Tombigbee
Waterway. The class is estimated to range from approximately 1,000 to
1,500 members. Neither the Mississippi action nor the Alabama action
is presently scheduled for trial.
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 31, 1995.
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 20 and 21 of Notes to Financial Statements
in the company's 1995 Annual Report to Shareholders, is incorporated
herein by reference.
Item 6. Selected Financial Data
- --------------------------------
Information with respect to selected financial data included in Note
21 of Notes to Financial Statements in the company's 1995 Annual
Report to Shareholders, is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition
- ---------------------------------------------------------------------
and Results of Operations
- -------------------------
On February 28, 1996, the company signed an agreement to acquire
ownership and long-term leases to 661,200 acres of private commercial
forestland and two sawmills in southeastern Louisiana and southern
Mississippi from Cavenham Forest Industries, a subsidiary of Hansen
Plc, for $500 million. This acquisition is not expected to have a
significant impact on the company's financial position or liquidity.
In the fourth quarter of 1995, pulp and paper prices began to weaken
dramatically as customers reduced purchases in order to reduce excess
inventories. These prices continued to decline in the first quarter
of 1996. This will result in significantly lower operating earnings
in the company's pulp, paper and packaging segment. This price
weakness is expected to continue until the excess inventory situation
corrects itself.
Additional information with respect to Management's Discussion and
Analysis included on pages 7, 14-17, 19, 24-27 and 32-44; contained in
the company's 1995 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 1995 Annual Report to Shareholders are incorporated herein
by reference:
Page(s) in
Annual Report to
Shareholders
----------------
Report of Independent Public Accountants 44
Consolidated Statement of Earnings 45
Consolidated Balance Sheet 46-47
Consolidated Statement of Cash Flows 48-49
Consolidated Statement of Shareholders' Interest 50
Notes to Financial Statements 51-69
Selected Quarterly Financial Information 67
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 1996 Annual Meeting of Shareholders and
Proxy Statement dated March 4, 1996 is incorporated herein by
reference.
The executive officers of the company are as follows:
Name Title Age
- ---------------------- ------------------------- -----
William R. Corbin Executive Vice President 54
John W. Creighton, Jr. President 63
Richard C. Gozon Executive Vice President 57
Steven R. Hill Senior Vice President 48
Mack L. Hogans Senior Vice President 47
Norman E. Johnson Senior Vice President 62
Thomas M. Luthy Senior Vice President 58
William C. Stivers Senior Vice President 57
Item 11. Executive Compensation
- --------------------------------
Information with respect to executive compensation included on pages 5
through 13 of the Notice of 1996 Annual Meeting of Shareholders and
Proxy Statement dated March 4, 1996 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 1996
Annual Meeting of Shareholders and Proxy Statement dated March 4, 1996
is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
- --------------------------------------------------------
Information with respect to certain relationships and related
transactions included on page 22 of the Notice of 1996 Annual Meeting
of Shareholders and Proxy Statement dated March 4, 1996 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 1995 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
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, contained in
the company's 1995 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
(c) Agreement with R. C. Gozon
11 - Statement Re: Computation of Per Share Earnings (incorporated
by reference to Note 1 of the 1995 Weyerhaeuser Company
Annual Report to Shareholders)
13 - Portions of the 1995 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 filed reports on Form 8-K dated November 28, 1995, and
February 14, 1996, respectively, reporting information under Item 5,
Other Events.
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 15, 1996.
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 15, 1996.
/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
George H. Weyerhaeuser Director
Chairman of the Board and Director
/s/ Martha R. Ingram
/s/ William C. Stivers --------------------
- ---------------------- Martha R. Ingram
William C. Stivers Director
Principal Financial Officer
/s/ John Kieckhefer
/s/ Kenneth J. Stancato -------------------
- ----------------------- John I. Kieckhefer
Kenneth J. Stancato Director
Principal Accounting Officer
/s/ William D. Ruckelshaus
/s/ William Clapp --------------------------
- ----------------- William D. Ruckelshaus
William Clapp Director
Diretor
/s/ Richard H. Sinkfield
/s/ W. John Driscoll ------------------------
- -------------------- Richard H. Sinkfield
W. John Driscoll Director
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 12, 1996. 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 12, 1996
16
Weyerhaeuser Company and Subsidiaries
FINANCIAL STATEMENT SCHEDULES
Schedule II - Valuation and Qualifying Accounts
For the three years ended December 31, 1995
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
1995 $ 10 $ 2 $ 3 $ 9
======== ======== ========= ========
1994 $ 10 $ 4 $ 4 $ 10
======== ======== ========= ========
1993 $ 10 $ 7 $ 7 $ 10
======== ======== ========= ========
Real Estate and Financial Services
Reserves and allowances deducted from
related asset accounts:
Receivables
1995 $ 4 $ 1 $ (2)(1) $ 7
======== ======== ========= ========
1994 $ 7 $ 1 $ 4 $ 4
======== ======== ========= ========
1993 $ 6 $ 1 $ - $ 7
======== ======== ========= ========
Mortgage loans receivable
1995 $ 8 $ - $ 6 $ 2
======== ======== ========= ========
1994 $ 4 $ 4 $ - $ 8
======== ======== ========= ========
1993 $ 19 $ 9 $ 24(2) $ 4
======== ======== ========= ========
Real estate in process of development
and for sale
1995 $ 53 $ - $ 32 $ 21
======== ======== ========= ========
1994 $ 56 $ 7 $ 10 $ 53
======== ======== ========= ========
1993 $ 77 $ 4 $ 25 $ 56
======== ======== ========= ========
Land being processed for development
1995 $ 19 $ - $ 1 $ 18
======== ======== ========= ========
1994 $ 19 $ 3 $ 3 $ 19
======== ======== ========= ========
1993 $ 28 $ - $ 9 $ 19
======== ======== ========= ========
Investment in and advances to joint
ventures and limited partnerships
1995 $ 49 $ - $ 11 $ 38
======== ======== ========= ========
1994 $ 57 $ 2 $ 10 $ 49
======== ======== ========= ========
1993 $ 66 $ 9 $ 18 $ 57
======== ======== ========= ========
(1) Includes allowances transferred in on partnership notes that were
consolidated.
(2) Includes reserves transferred from loans to real estate.
17
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
18
Weyerhaeuser Company and Subsidiaries
Exhibit 22
Subsidiaries of the Registrant - Continued
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
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 Venture Company Nevada 100
Las Positas Land Co. California 100
WAMCO, Inc. Nevada 100
Weyerhaeuser Realty Investors, Inc. Washington 100
Weyerhaeuser Forestlands International, Inc. Washington 100
Weyerhaeuser International, Inc. Washington 100
Weyerhaeuser Canada Ltd. Canada 100
Saskatoon Chemicals Ltd. Canada 100
Weyerhaeuser Saskatchewan 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 Taiwan Ltd. Delaware 100
Weyerhaeuser, S.A. Panama 100
19
Weyerhaeuser Company and Subsidiaries
Exhibit 22
Subsidiaries of the Registrant - Continued
Percentage
State or Ownership of
Country of Immediate
Name Incorporation Parent
- ------------------------------------------- ------------- ------------
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
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
The Quadrant Corporation Washington 100
Quadrant Real Estate Services, Inc. Washington 100
South Jersey Assets, Inc. New Jersey 100
Scarborough Constructors, Inc. Florida 100
TMI, Inc. Texas 100
Weyerhaeuser Real Estate Company of Nevada Nevada 100
Winchester Homes, Inc. Delaware 100
SC-WHI, Inc. Delaware 100
The Wray Company Arizona 100
20
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. 33-60527, 33-
60531, 33-60529, 33-60521, 33-60525, 33-60519, 33-25928, 33-24385,
33-24979, 33-31622, 33-34460, 33-47392, 2-88109 and 333-01565 on Form
S-8.
ARTHUR ANDERSEN LLP
Seattle, Washington,
March 15, 1996
21