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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 27, 1998 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
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 26, 1999, 199,177,383 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 $11,104,139,102.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the fiscal year
ended December 27, 1998 are incorporated by reference into Parts I, II and
IV.
Portions of the Notice of 1999 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 10
PART II
Item 5. Market Price of and Dividends on the Registrant's
Common Equity and Related Stockholder Matters 11
Item 6. Selected Financial Data 11
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk 11
Item 8. Financial Statements and Supplementary Information 11
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 11
PART III
Item 10. Directors and Executive Officers of the Registrant 12
Item 11. Executive Compensation 12
Item 12. Security Ownership of Certain Beneficial Owners and
Management 12
Item 13. Certain Relationships and Related Transactions 12
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K 13
Signatures 14
Report of Independent Public Accountants on Financial
Statement Schedules 15
Schedule II Valuation and Qualifying Accounts 16
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 38 through 42, Description of the
Business of the Company, contained in the company's 1998 Annual Report to
Shareholders, is incorporated herein by reference.
Financial information with respect to industry segments and geographical
areas, included in Notes 18 and 19 of Notes to Financial Statements
contained in the company's 1998 Annual Report to Shareholders, is
incorporated herein by reference.
Timberlands
The company is engaged in the management of 5.1 million acres of company-
owned and .2 million acres of leased commercial forestland in the United
States (3.3 million acres in the South and 2 million acres in the Pacific
Northwest), 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 94 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 27, 1998
--------- -------------------------------------------
Millions Fee Long-term License
of Cunits Ownership Leases Arrangements Total
--------- --------- --------- ------------ --------
Geographic Area
United States
West 56 1,989 -- -- 1,989
South 38 3,110 241 -- 3,351
--------- --------- --------- ------------ --------
Total United States 94 5,099 241 -- 5,340
--------- --------- --------- ------------ --------
Canada (1)
Alberta 91 -- -- 7,453 7,453
British Columbia 10 32 -- 2,867 2,899
Ontario 34 1 -- 4,220 4,221
Saskatchewan 118 -- -- 12,462 12,462
--------- --------- --------- ------------ --------
Total Canada 253 33 -- 27,002 27,035
--------- --------- --------- ------------ --------
TOTAL 347 5,132 241 27,002 (2) 32,375
========= ========= ========= ============ ========
Thousands of Acres
Thousands of Acres Millions of -----------------------
-------------------- Seedlings Stocking
Harvested(3) Planted Planted Control Fertilization
------------ ------- ----------- -------- -------------
1998 Activity
West 34.2 34.8 18.0 5.3 89.2
South 63.7 55.9 33.2 2.8 271.8
------------ ------- ----------- -------- -------------
Total United
States 97.9 90.7 51.2 8.1 361.0
============ ======= =========== ======== =============
_______________________________
(1) Managed by Canadian operations.
(2) Includes approximately 18.9 million acres of productive forestland.
(3) Includes 1.2 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):
1998 1997 1996 1995 1994
------ ------ ------ ------ ------
Raw materials - cubic ft. 259 235 254 254 271
Selected product prices:
1998 1997 1996 1995 1994
------ ------ ------ ------ ------
Export logs (#2 sawlog-bark on)
- $/MBF
Cascade - Douglas fir $ 807 $ 978 $1,330 $1,365 $1,168
Coastal - Hemlock 519 628 611 750 804
Coastal - Douglas fir 807 981 1,246 1,217 1,085
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 covering approximately 27
million acres in Canada (of which 18.9 million acres are considered to be
productive forestland).
Sales volumes by major product are as follows (millions):
1998 1997 1996 1995 1994
------ ------ ------ ------ ------
Softwood lumber - board ft. 4,995 4,869 4,745 4,515 4,402
Softwood plywood and veneer
- sq. ft. (3/8") 1,842 2,042 2,172 2,324 2,685
Composite panels - sq. ft. (3/4") 586 551 604 648 660
Oriented strand board - sq. ft. (3/8") 2,697 2,462 2,083 1,931 1,803
Hardwood lumber - board ft. 334 362 349 293 254
Engineered wood products - lineal ft. 164 137 116 128 71
Hardwood doors (thousands) 789 730 652 648 617
Raw materials - cubic ft. 315 325 304 260 165
Selected product prices:
1998 1997 1996 1995 1994
------ ------ ------ ------ ------
Lumber (common) - $/MBF
2x4 Douglas fir (kiln dried) 340 418 422 332 408
2x4 Douglas fir (green) 315 381 386 308 364
2x4 Southern yellow pine
(kiln dried) 395 453 422 364 419
2x4 Spruce-pine-fir (kiln dried) 288 354 351 251 343
Plywood (1/2" CDX) - $/MSF
West 279 312 307 331 334
South 295 261 256 301 298
Oriented strand board
(7/16"-24/16)
North Central price - $/MSF 202 142 184 245 265
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):
1998 1997 1996 1995 1994
------ ------ ------ ------ ------
Pulp - air-dry metric tons 2,012 1,982 1,868 2,060 2,068
Paper - tons (1) 1,181 1,146 1,007 1,006 998
Paperboard - tons 236 243 205 230 201
Containerboard - tons 323 389 346 259 254
Packaging - MSF 44,299 44,508 42,323 34,342 34,483
Newsprint - metric tons (2) 62 684 629 663 638
Recycling - tons 2,546 2,229 2,011 1,467 985
Selected product prices (per ton):
1998 1997 1996 1995 1994
------ ------ ------ ------ ------
Pulp - NBKP-air-dry metric-U.S. $ 516 $ 566 $ 579 $ 883 $ 566
Paper - uncoated free sheet-U.S. 665 740 745 946 617
Linerboard - 42 lb.-Eastern U.S. 354 326 367 505 367
Newsprint - metric-West Coast U.S. 588 550 636 662 460
Recycling - old corrugated
containers 54 76 53 128 78
Recycling - old newsprint 22 15 18 99 46
_______________________________
(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:
1998 1997 1996 1995 1994
------- ------- ------- ------- -------
Units sold:
Single-family units (1) 3,089 2,914 2,773 3,114 3,934
Multi-family units (1) 276 324 234 117 475
Residential lots (1) 2,455 1,988 2,522 1,628 2,157
Amounts in millions:
Loan servicing portfolio (2) $ -- $ -- $ 4,354 $10,952 $11,300
Single-family loan
originations (2) $ -- $ 1,168 $ 3,436 $ 2,196 $ 2,763
_______________________________
(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):
1998 1997 1996 1995 1994
------- ------- ------- ------- -------
Logs - cubic ft. 495 476 412 420 392
Fee harvest - cubic ft. 585 541 496 518 525
Wood Products
Facilities and annual production are summarized by major product as follows
(millions):
Production Number of
Capacity Facilities 1998 1997 1996 1995 1994
---------- ---------- ------ ------ ------ ------ ------
Softwood lumber
- board ft. 4,161 27 4,025 3,968 3,701 3,419 3,249
Softwood plywood
and veneer
- sq. ft. (3/8") 1,017 5 960 1,092 1,243 1,292 1,249
Composite panels
- sq. ft. (3/4") 575 5 510 478 535 583 594
Oriented strand
board - sq.
ft. (3/8") 2,240 6 2,179 2,041 1,687 1,654 1,568
Hardwood lumber
- board ft. 386 12 342 345 333 278 229
Hardwood doors
(thousands) 850 1 788 740 646 643 597
Logs - cubic ft. -- -- 526 519 500 494 279
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 Alberta, Washington and Wisconsin
British Columbia, Ontario
and Saskatchewan, Canada Hardwood doors
Wisconsin
Oriented strand board
Michigan, North Carolina,
West Virginia and Alberta, Canada
Composite panels
Georgia, North Carolina, Oregon
and Wisconsin
7
Weyerhaeuser Company and Subsidiaries
PART I
- ----------------------------------------------------------------------
Item 2. Properties - Continued
- -------------------------------
Pulp, Paper and Packaging
Facilities and annual production are summarized by major product as follows
(thousands):
Production Number of
Capacity Facilities 1998 1997 1996 1995 1994
---------- ---------- ------ ------ ------ ------ ------
Pulp - air-dry
metric tons 2,255 9 1,971 2,063 2,004 2,159 2,041
Paper - tons (1) 1,594 6 1,235 1,128 1,034 1,060 982
Paperboard - tons 230 1 237 231 206 229 189
Containerboard
- tons 2,600 4 2,291 2,381 2,331 2,329 2,357
Packaging - MSF 50,000 44 46,410 46,488 44,471 36,041 36,020
Newsprint -
metric tons (2) -- -- 69 704 631 687 651
Recycling - tons -- 24 3,833 3,655 3,428 2,754 2,042
Principal manufacturing facilities are located as follows:
Pulp Packaging
Georgia, Mississippi, North Arizona, California, Colorado,
Carolina, Washington and Alberta, Connecticut, Florida, Georgia,
British Columbia, Ontario and Hawaii, Illinois, Indiana, Iowa,
Saskatchewan, Canada Kentucky, Maryland, Michigan,
Minnesota, Mississippi, Missouri,
Paper Nebraska, New Jersey, New York,
Mississippi, North Carolina, North Carolina, Ohio, Oregon,
Washington, Wisconsin and Tennessee, Texas, Virginia,
Ontario and Saskatchewan, Canada Washington and Wisconsin
Paperboard Recycling
Washington Arizona, California, Colorado,
Illinois, Iowa, Kansas, Maryland,
Containerboard Minnesota, Nebraska, North
North Carolina, Oklahoma and Carolina, Oklahoma, Oregon,
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
California
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 County Oregon Regional Air Pollution Control Authority 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 1999.
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. On February 4, 1999,
the court entered an order certifying the class. The company intends to
seek a review of that order. 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. The company is a defendant in approximately twenty-four other
hardboard siding cases, one of which purports to be a state-wide class
action on behalf of purchasers of single or multi-family residences in Iowa
that contain the company's hardboard siding.
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 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 27, 1998.
10
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 prices, stockholders and dividends
included in Notes 20 and 21 of Notes to Financial Statements in the
company's 1998 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 1998 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 2, 16-23, 30-34 and 38-49 contained in the company's 1998 Annual
Report to Shareholders, is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
- ---------------------------------------------------------------------
Information with respect to market risk of financial instruments
included on page 48 contained in the company's 1998 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 1998 Annual Report to Shareholders are incorporated herein by
reference:
Page(s) in Annual
Report to
Shareholders
------------------
Report of Independent Public Accountants 50
Consolidated Statement of Earnings 51
Consolidated Balance Sheet 52, 53
Consolidated Statement of Cash Flows 54, 55
Consolidated Statement of Shareholders' Interest 56
Notes to Financial Statements 57-73
Selected Quarterly Financial Information (Unaudited) 71
Item 9. Changes in and Disagreements with Accountants on Accounting and
- -------------------------------------------------------------------------
Financial Disclosure
- --------------------
Not applicable.
11
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 1999 Annual Meeting of Shareholders and Proxy
Statement dated March 8, 1999 is incorporated herein by reference.
The executive officers of the company are as follows:
Name Title Age
- ------------------- ------------------------ ---
William R. Corbin Executive Vice President 57
Richard C. Gozon Executive Vice President 60
Richard E. Hanson Senior Vice President 55
Steven R. Hill Senior Vice President 51
Mack L. Hogans Senior Vice President 50
Thomas M. Luthy Senior Vice President 61
Steven R. Rogel President 56
William C. Stivers Executive Vice President 60
George H. Weyerhaeuser, Jr. Senior Vice President 45
Item 11. Executive Compensation
- --------------------------------
Information with respect to executive compensation included on pages 5
through 14 of the Notice of 1999 Annual Meeting of Shareholders and Proxy
Statement dated March 8, 1999 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 5 and 6 of the Notice of 1999 Annual
Meeting of Shareholders and Proxy Statement dated March 8, 1999 is
incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
- --------------------------------------------------------
Not applicable.
12
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
1998 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 15
Schedule II - Valuation and Qualifying Accounts 16
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 1998
Annual Report to Shareholders and incorporated herein by reference.
Exhibits:
3 - (i) Articles of Incorporation (incorporated by
reference to 1997 Form 10-K filed with the
Securities and Exchange Commission on
March 13, 1998 - Commission File Number 1-4825)
(ii) Bylaws
10 - Material Contracts
(a) Agreement with W. R. Corbin
(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) Agreement with T. M. Luthy
11 - Statement Re: Computation of Per Share Earnings
(incorporated by reference to Note 2 of the company's
1998 Annual Report to Shareholders)
13 - Portions of the company's 1998 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 23, April 16, June
16, July 14, and October 13, 1998, and January 7 and January 21, 1999,
reporting information under Item 5, Other Events.
13
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
12, 1999.
Weyerhaeuser Company
/s/ Steven R. Rogel
--------------------------
Steven R. Rogel
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 12, 1999.
/s/ Steven R. Rogel /s/ Martha R. Ingram
- ---------------------------------- --------------------------
Steven R. Rogel Martha R. Ingram
President, Principal Executive Director
Officer and Director
/s/ George H. Weyerhaeuser /s/ John Kieckhefer
- ---------------------------------- --------------------------
George H. Weyerhaeuser John I. Kieckhefer
Chairman of the Board and Director Director
/s/ William C. Stivers /s/ Donald F. Mazankowski
- ---------------------------------- --------------------------
William C. Stivers Donald F. Mazankowski
Principal Financial Officer Director
/s/ Kenneth J. Stancato /s/ William D. Ruckelshaus
- ---------------------------------- --------------------------
Kenneth J. Stancato William D. Ruckelshaus
Principal Accounting Officer Director
/s/ W. John Driscoll /s/ Richard H. Sinkfield
- ---------------------------------- --------------------------
W. John Driscoll Richard H. Sinkfield
Director Director
/s/ P. M. Hawley
- ---------------------------------- --------------------------
Philip M. Hawley James N. Sullivan
Director Director
14
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 10, 1999. Our audit was made for
the purpose of forming an opinion on those statements taken as a whole.
The schedule listed on page 13 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 10, 1999
15
Weyerhaeuser Company and Subsidiaries
FINANCIAL STATEMENT SCHEDULES
- --------------------------------------------------------------------------
Schedule II - Valuation and
Qualifying Accounts
For the three years ended
December 27, 1998
Dollar amounts in millions
Deductions
Balance at from/ Balance at
Beginning Charged Additions (to) End of
Description of Period to Income Reserve Period
- ----------- ---------- --------- -------------- ----------
Weyerhaeuser
Reserve deducted from
related asset accounts:
Doubtful accounts
- Accounts receivable
1998 $ 6 $ 4 $ 5 $ 5
========== ========= ============== ==========
1997 $ 7 $ 5 $ 6 $ 6
========== ========= ============== ==========
1996 $ 9 $ 4 $ 6 $ 7
========== ========= ============== ==========
Real Estate and
Related Assets
Reserves and allowances
deducted from related
asset accounts:
Receivables
1998 $ 6 $ 1 $ 1 $ 6
========== ========= ============== ==========
1997 $ 9 $ -- $ 3 $ 6
========== ========= ============== ==========
1996 $ 7 $ 3 $ 1 $ 9
========== ========= ============== ==========
Mortgage-related financial
instruments
1998 $ 27 $ -- $ 18 (1) $ 9
========== ========= ============== ==========
1997 $ 7 $ 13 $ (7)(2) $ 27
========== ========= ============== ==========
1996 $ 2 $ -- $ (5)(2) $ 7
========== ========= ============== ==========
Investments in and
advances to joint
ventures and
limited partnerships
1998 $ 6 $ 3 $ 5 $ 4
========== ========= ============== ==========
1997 $ 27 $ -- $ 21 $ 6
========== ========= ============== ==========
1996 $ 38 $ -- $ 11 $ 27
========== ========= ============== ==========
_______________________________
(1) Includes allowances transferred to other assets.
(2) Includes allowances transferred in from other liabilities.
16
Weyehaeuser Company and Subsidiaries
EXHIBITS INDEX
- --------------------------------------------------------------------------
Exhibits:
3 - (i) Articles of Incorporation (incorporated by
reference to 1997 Form 10-K filed with the
Securities and Exchange Commission on
March 13, 1998 - Commission File Number 1-4825)
(ii) Bylaws
10 - Material Contracts
(a) Agreement with W. R. Corbin
(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) Agreement with T. M. Luthy
11 - Statement Re: Computation of Per Share Earnings
(incorporated by reference to Note 2 of the company's
1998 Annual Report to Shareholders)
13 - Portions of the company's 1998 Annual Report to
Shareholders specifically incorporated by reference
herein
22 - Subsidiaries of the Registrant
23 - Consent of Independent Public Accountants
27 - Financial Data Schedules
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
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 British Virgin
Company Asia Limited Islands 50
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 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
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
18
Weyerhaeuser Company and Subsidiaries
Exhibit 22
Subsidiaries of the Registrant - Continued
- --------------------------------------------------------------------------
Percentage
State or Ownership of
Country of Immediate
Name Incorporation Parent
---- ------------- -------------
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
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 China, Ltd. Washington 100
Weyerhaeuser GMBH Germany 100
Weyerhaeuser (Asia) Limited Hong Kong 100
Weyerhaeuser Japan Ltd. Japan & 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 Canada 100
Weyerhaeuser Raw Materials, Inc. Delaware 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 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
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
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. 333-
36753 on Form S-3 and Nos. 33-60527, 33-60529, 33-60521, 33-47392, 333-
10165, 333-01565 and 333-56673 on Form S-8.
ARTHUR ANDERSEN LLP
Seattle, Washington,
March 12, 1999
21