SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO
X SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2000, or
TRANSITION REPORT PURSUANT
TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period
from _______ to _________
Commission File Number 1-4825
WEYERHAEUSER COMPANY
A Washington Corporation (IRS Employer Identification
No. 91-0470860)
Federal Way, Washington 98063-9777
Telephone (253) 924-2345
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
- --------------------------------------- -----------------------------
Common Shares ($1.25 par value) Chicago Stock Exchange
New York Stock Exchange
Pacific Stock Exchange
Exchangeable Shares (no par value) Toronto Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes __X__ No _____.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X].
As of March 2, 2001, 214,583,863 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 $11,662,633,000.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the fiscal year ended December
31, 2000, are incorporated by reference into Parts I, II and IV.
Portions of the Notice of 2001 Annual Meeting of Shareholders and Proxy
Statement are incorporated by reference into Part III.
Weyerhaeuser Company and Subsidiaries
TABLE OF CONTENTS
- -------------------------------------------------------------------------
PART I Page
----
Item 1. Business 3
Item 2. Properties 7
Item 3. Legal Proceedings 10
Item 4. Submission of Matters to a Vote of Security Holders 11
PART II
Item 5. Market Price of and Dividends on the Registrant's
Common Equity and Related Stockholder Matters 12
Item 6. Selected Financial Data 12
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk 12
Item 8. Financial Statements and Supplementary Information 12
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 12
PART III
Item 10. Directors and Executive Officers of the Registrant 13
Item 11. Executive Compensation 14
Item 12. Security Ownership of Certain Beneficial Owners and
Management 14
Item 13. Certain Relationships and Related Transactions 14
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K 15
Signatures 17
Report of Independent Public Accountants on Financial
Statement Schedules 18
Schedule II Valuation and Qualifying Accounts 19
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 40 through 44, Description of the Business
of the Company, contained in the company's 2000 Annual Report to Shareholders,
is incorporated herein by reference.
Financial information with respect to industry segments and geographical areas,
included in Notes 19 and 20 of Notes to Financial Statements contained in the
company's 2000 Annual Report to Shareholders, is incorporated herein by
reference.
Timberlands
The company is engaged in the management of 5.9 million acres of company-owned
and .5 million acres of leased commercial forestland in North America, most of
it highly productive and located extremely well to serve both domestic and
international markets. The company also has renewable, long-term licenses on
31.6 million acres of forestland located in five provinces throughout Canada
that are managed by our Canadian operations. The standing timber inventory on
these lands is approximately 588 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 31 2000
--------- ------------------------------------------
Millions Long-
of Fee term License
Cunits Ownership Leases Arrangements Total
--------- ----------- ------ ------------ ---------
Geographic Area
United States
West 52 1,949 - - 1,949
South 45 3,325 422 - 3,747
--------- ----------- ------ ------------ ---------
Total United States 97 5,274 422 - 5,696
--------- ----------- ------ ------------ ---------
Canada
Alberta 99 - - 7,500 7,500
British Columbia 202 663 - 5,749 6,412
New Brunswick 1 - - 177 177
Ontario 71 1 - 6,665 6,666
Saskatchewan 118 - - 11,557 11,557
--------- ----------- ------ ------------ ---------
Total Canada 491 664 - 31,648(1) 32,312
--------- ----------- ------ ------------ ---------
International(2) 3 167 99 141 407
--------- ----------- ------ ------------ ---------
TOTAL 591 6,105 521 31,789 38,415
========= =========== ====== ============ =========
- -------------------------------------------
(1) Includes approximately 20 million acres of productive forestland.
(2) Reflects Weyerhaeuser ownership only, excluding timberlands owned and
managed through joint ventures.
3
Weyerhaeuser Company and Subsidiaries
PART I
- -------------------------------------------------------------------------
Item 1. Business - Continued
- -----------------------------
Millions of Thousands of Acres
------------------------
Thousands of Acres Seedlings Stocking
---------------------
Harvested(1) Planted Planted Control Fertilization
------------ ------- ----------- -------- -------------
2000 Activity
United States
West 35.3 33.6 18.0 10.4 104.5
South 73.5 65.1 36.0 2.4 326.3
------------ ------- ----------- -------- -------------
Total United
States 108.8 98.7 54.0 12.8 430.8
------------ ------- ----------- -------- -------------
Canada
Alberta 27.9 22.1 13.5 9.2 -
British
Columbia 22.8 22.8 8.6 .5 1.0
Ontario 36.1 19.7 11.7 1.6 -
Saskatchewan 32.3 11.4 7.3 5.1 -
------------ ------- ----------- -------- -------------
Total Canada 119.1 76.0 41.1 16.4 1.0
------------ ------- ----------- -------- -------------
International(2) 3.0 21.0 8.6 2.6 2.4
------------ ------- ----------- -------- -------------
TOTAL 230.9 195.7 103.7 31.8 434.2
============ ======= =========== ======== =============
Sales volumes (millions):
2000 1999 1998 1997 1996
------- ------- ------- ------- -------
Raw materials - cubic ft. 640 287 259 235 254
Selected product prices:
2000 1999 1998 1997 1996
------- ------- ------- ------- -------
Export logs (#2 sawlog-bark on) - $/MBF
Cascade - Douglas fir $ 925 $ 829 $ 807 $ 978 $1,330
Coastal - Hemlock 545 532 519 628 611
Coastal - Douglas fir 925 828 808 981 1,246
Wood Products
The company's wood products businesses produce and sell softwood lumber, plywood
and veneer; oriented strand board, composite and other panels; engineered wood;
hardwood lumber 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.
- -------------------------------------------
(1) Includes 1.4 thousand acres of right-of-way and other harvest that does not
require planting.
(2) Reflects Weyerhaeuser ownership only, excluding timberlands owned and
managed through joint ventures.
4
Weyerhaeuser Company and Subsidiaries
PART I
- -------------------------------------------------------------------------
Item 1. Business - Continued
- -----------------------------
Sales volumes (millions)(1):
2000 1999 1998 1997 1996
------- ------- ------- ------- -------
Softwood lumber - board ft. 7,303 5,734 4,995 4,869 4,745
Softwood plywood and veneer - sq.
ft. (3/8") 2,133 1,902 1,842 2,042 2,172
Composite panels - sq. ft. (3/4") 379 410 586 551 604
Oriented strand board - sq. ft. (3/8") 3,634 2,716 2,697 2,462 2,083
Hardwood lumber - board ft. 423 397 339 362 349
Raw materials - cubic ft. 369 305 315 325 304
Selected product prices:
2000 1999 1998 1997 1996
------- ------- ------- ------- -------
Lumber (common) - $/MBF
2x4 Douglas fir (kiln dried) $ 341 $ 408 $ 340 $ 418 $ 422
2x4 Douglas fir (green) 314 384 315 381 386
2x4 Southern yellow pine (kiln dried) 339 413 395 453 422
2x4 Spruce-pine-fir (kiln dried) 257 342 288 354 351
Plywood (1/2" CDX) - $/MSF
West 300 369 305 312 307
South 264 320 280 261 256
Oriented strand board (7/16"-24/16)
North Central price - $/MSF 206 262 203 142 184
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 (thousands)(1):
2000 1999 1998 1997 1996
------- ------- ------- ------- -------
Pulp - air-dry metric tons 2,129 2,273 2,012 1,982 1,868
Paper - tons(2) 1,589 1,460 1,181 1,146 1,007
Paperboard - tons 255 248 236 243 205
Containerboard - tons 1,055 576 323 389 346
Packaging - MSF 53,602 46,483 44,299 44,508 42,323
Newsprint - metric tons(3) - - 62 684 629
Recycling - tons 3,177 2,785 2,546 2,229 2,011
- -------------------------------------------
(1) Reflects the acquisition of MacMillan Bloedel in November 1999.
(2) Reflects the acquisition of the Dryden, Ontario, fine paper mill in October
1998.
(3) 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
- -----------------------------
Selected product prices (per ton):
2000 1999 1998 1997 1996
------- ------- ------- ------- -------
Pulp - NBKP-air-dry metric-U.S. $ 681 $ 520 $ 516 $ 566 $ 579
Paper - uncoated free sheet-U.S. 730 646 665 740 745
Linerboard - 42 lb.-Eastern U.S. 453 383 354 326 367
Newsprint - metric-West Coast U.S. 562 512 588 550 636
Recycling - old corrugated containers 79 67 54 76 53
Recycling - old newsprint 57 33 22 15 18
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:
2000 1999 1998 1997 1996
------- ------- ------- ------- -------
Units sold:
Single-family units(1) 3,369 3,561 3,089 2,914 2,773
Multi-family units(1) 216 - 276 324 234
Residential lots(1) 1,391 4,297 2,455 1,988 2,522
Amounts in millions:
Loan servicing portfolio(2) $ - $ - $ - $ - $4,354
Single-family loan originations(2) $ - $ - $ - $1,168 $3,436
- -------------------------------------------
(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):
2000 1999 1998 1997 1996
------ ------ ------ ------ ------
Logs - cubic ft. 792 521 495 476 412
Fee harvest - cubic ft. 721 634 585 541 496
Wood Products
Production capacities, facilities and annual production, which reflect the
acquisition of MacMillan Bloedel in November 1999 and the sale of the Marshfield
Door business in 2000, are summarized by major product as follows (millions):
Production Number of
Capacity Facilities 2000 1999 1998 1997 1996
---------- ---------- ------- ------- ------- ------- -------
Softwood lumber -
board ft. 5,783 37 5,645 4,532 4,025 3,968 3,701
Softwood plywood
and veneer - sq.
ft. (3/8") 1,511 9 1,340 1,065 960 1,092 1,243
Composite panels -
sq. ft. (3/4")(1) 137 2 206 281 510 478 535
Oriented strand
board - sq.
ft. (3/8") 3,780 9 3,438 2,452 2,179 2,041 1,687
Hardwood lumber -
board ft. 424 13 397 376 342 345 333
Logs - cubic ft. - - 493 572 526 519 500
Principal manufacturing facilities are located as follows:
Softwood lumber and plywood Engineered wood
Alabama, Arkansas, Georgia, Alabama, California,
Louisiana, Mississippi, Georgia, Kentucky,
North Carolina, Oklahoma, Oregon, Louisiana, Minnesota, Ohio,
Washington; Alberta, British Columbia, Oregon, West Virginia;
Ontario and Saskatchewan, Canada; Alberta and British
and Durango, Mexico Columbia, Canada
Oriented strand board Hardwood lumber
Michigan, North Carolina, West Virginia; Arkansas, Michigan,
Alberta, New Brunswick, Ontario and Oklahoma, Oregon,
Saskatchewan, Canada Pennsylvania, Washington,
Wisconsin; and British
Composite panels Columbia, Canada
British Columbia, Canada; and Durango, Mexico
- ------------------------------------------
(1) Reflects sale of Marshfield, Wisconsin mill in 2000.
7
Weyerhaeuser Company and Subsidiaries
PART I
- -------------------------------------------------------------------------
Item 2. Properties-Continued
- -----------------------------
Pulp, Paper and Packaging
Production capacities, facilities and annual production, which reflect the
acquisition of MacMillan Bloedel in November 1999, are summarized by major
product as follows (thousands):
Production Number of
Capacity Facilities 2000 1999 1998 1997 1996
---------- ---------- ------- ------- ------- ------- -------
Pulp - air-dry
metric tons 2,334 9 2,282 2,219 1,971 2,063 2,004
Paper - tons(1) 1,639 6 1,603 1,511 1,235 1,128 1,034
Paperboard - tons 265 1 261 251 237 231 206
Containerboard -
tons 3,834 7 3,578 2,622 2,291 2,381 2,331
Packaging - MSF 72,000 60 56,694 48,758 46,410 46,488 44,471
Newsprint - metric
tons(2) - - - - 69 704 631
Recycling - tons - 24 4,448 4,287 3,833 3,655 3,428
Principal manufacturing facilities are located as follows:
Pulp Packaging
Georgia, Mississippi, North Arizona, Arkansas, California,
Carolina, Washington; and Colorado, Connecticut, Florida,
Alberta, British Columbia, Georgia, Hawaii, Illinois,
Ontario and Saskatchewan, Canada Indiana, Iowa, Kentucky,
Louisiana, Maryland, Michigan,
Paper Minnesota, Mississippi,
Mississippi, North Carolina, Missouri, Nebraska, New Jersey,
Washington, Wisconsin; and New York, North Carolina, Ohio,
Ontario and Saskatchewan, Canada Oregon, Tennessee, Texas,
Virginia, Washington, Wisconsin;
Paperboard and Guanajuato, Mexico
Washington
Recycling
Containerboard Arizona, California, Colorado,
Alabama, Kentucky, North Illinois, Iowa, Kansas,
Carolina, Oklahoma, Oregon; and Maryland, Minnesota, Nebraska,
Ontario, Canada North Carolina, Oklahoma,
Oregon, Tennessee, Texas, Utah,
Virginia and Washington
- -------------------------------
(1) Reflects the acquisition of the Dryden, Ontario, Canada, fine paper facility
in October 1998.
(2) Reflects the ownership restructuring of the North Pacific Paper Corporation
(NORPAC) newsprint facility from a fully consolidated subsidiary to an equity
affiliate in February 1998.
8
Weyerhaeuser Company and Subsidiaries
PART I
- -------------------------------------------------------------------------
Item 2. Properties-Continued
- -----------------------------
Real Estate and Related Assets
Single-family housing Commercial development
California, Maryland, Nevada, California and Washington
Texas, Virginia and Washington
Residential land development Real estate investments
Arkansas, California, Georgia, Arizona, California, Colorado,
Maryland, Nevada, North Carolina, Florida, Nevada, Oregon and
Texas, Virginia and Washington Washington
Mortgage securities
Washington
9
Weyerhaeuser Company and Subsidiaries
PART I
- -------------------------------------------------------------------------
Item 3. Legal Proceedings
- --------------------------
The company conducted a review of its 10 major pulp and paper facilities to
evaluate the facilities' compliance with federal Prevention of Significant
Deterioration (PSD) regulations. The results of the reviews were disclosed to
seven state agencies and the Environmental Protection Agency (EPA) during 1994
and 1995. All PSD compliance issues identified in the review have been
resolved. This includes PSD issues at the company's Springfield, Oregon,
containerboard facility which were resolved in December 2000, at which time a
Title V permit was issued for the facility.
The company has entered into a proposed class action settlement of hardboard
siding claims against the company. The settlement class consists of all persons
who own or owned structures in the United States on which the company's
hardboard siding has been installed from January 1, 1981 through December
31,1999. The settlement was approved by the Superior Court, San Francisco
County, California in December 2000. On February 8, 2001, two named intervenors
and objectors filed a notice of appeal from the order granting final approval to
the class action settlement and an order awarding class counsel attorney fees.
They also appealed from two orders of December 13, 2000, one of which denied
their motion to intervene and the second related to the presentation of
witnesses at the final fairness hearing. The company took an after-tax charge
of $82 million in the second quarter to cover the estimated cost of the
settlement and related costs. Because the nationwide class action settlement has
been approved, the company expects that two cases in which class actions have
been claimed but not certified in Oregon and Texas will be dismissed. A similar
case in Washington was dismissed with prejudice on March 2, 2001. Cases pending
in South Carolina and Iowa in which statewide classes have been sought but not
certified may proceed as individual cases but will not be able to be certified
as class actions on behalf of any claimants included in the certified nationwide
class. At the end of the fourth quarter, the company also was a defendant in 17
non-class hardboard siding cases involving primarily multi-family structures and
residential developments.
In May 1999, two civil antitrust lawsuits were filed against the company in U.S.
District Court, Eastern District of Pennsylvania. Both suits name as defendants
several other major containerboard and packaging producers. The complaint in
the first case alleges the defendants conspired to fix the price of linerboard
and that the alleged conspiracy had the effect of increasing the price of
corrugated containers. The suit purports to be a class action on behalf of
purchasers of corrugated containers during the period October 1993 through
November 1995. The complaint in the second case alleges that the company
conspired to manipulate the price of linerboard and thereby the price of
corrugated sheets. The suit purports to be a class action on behalf of
purchasers of corrugated sheets during the period October 1993 through November
1995. Both suits seek damages, including treble damages, under the antitrust
laws. In October 2000, the court denied motions to dismiss that had been filed
by the company and the other defendants. Discovery has commenced in both suits
and the plaintiffs have filed motions to certify a class in both cases.
In May 1999, the Equity Committee ("the Committee") in the Paragon Trade Brands,
Inc. bankruptcy proceeding filed a motion in U.S. Bankruptcy Court for the
Northern District of Georgia for authority to prosecute claims against the
company in the name of the debtor's estate. Specifically, the Committee seeks
to assert that the company breached certain warranties in agreements entered
into between Paragon and the company in connection with Paragon's public
offering of common stock in January 1993. The Committee seeks to recover
damages sustained by Paragon as a result of two patent infringement cases,
one brought by Procter & Gamble and the other by Kimberly-Clark. In September
1999, the court authorized the Committee to commence an adversary proceeding
against the company. The Committee commenced this proceeding in October 1999,
seeking damages in excess of $420 million against the company.
In April 2000, the Environmental Protection Agency (Region X) (EPA) issued a
notice of violation (NOV) and proposed penalty of $194 thousand to the company's
Mountain Pine, Arkansas, manufacturing facility. The NOV alleges the facility
was in violation of its Title V operating permit because it had reported
multiple instances in which the mill's two boilers had exceeded pressure drop
and scrubber flow rate requirements in its permits. The company has appealed the
proposed penalty. Settlement negotiations have been completed and the final
documents are being drafted. The total monetary penalty assessed against the
facility will be $40,000. In addition, the facility will upgrade the
particulate controls on the boiler as a supplemental environmental project.
10
Weyerhaeuser Company and Subsidiaries
PART I
- -------------------------------------------------------------------------
Item 3. Legal Proceedings-Continued
- ------------------------------------
The company is also a party to various proceedings relating to the cleanup of
hazardous waste sites under the Comprehensive Environmental Response
Compensation and Liability Act, commonly known as "Superfund," and similar state
laws. The EPA and/or various state agencies have notified the company that it
may be a potentially responsible party with respect to other hazardous waste
sites as to which no proceedings have been instituted against the company. The
company is also a party to other legal proceedings 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 31, 2000.
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 prices, stockholders and dividends included
in Notes 21 and 22 of Notes to Financial Statements in the company's 2000 Annual
Report to Shareholders, is incorporated herein by reference.
Item 6. Selected Financial Data
- --------------------------------
Information with respect to selected financial data included in Note 22 of Notes
to Financial Statements in the company's 2000 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, 28-37 and 40-85 of the company's 2000 Annual Report to Shareholders,
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
- --------------------------------------------------------------------
Information with respect to market risk of financial instruments included on
pages 50-51 of the company's 2000 Annual Report to Shareholders is incorporated
herein by reference.
Item 8. Financial Statements and Supplementary Information
- -----------------------------------------------------------
Financial statements and supplementary information, included in the company's
2000 Annual Report to Shareholders are incorporated herein by reference.
Page(s) in
Annual Report
to
Shareholders
-------------
Report of Independent Public Accountants 52
Consolidated Statement of Earnings 53
Consolidated Balance Sheet 54-55
Consolidated Statement of Cash Flows 56-57
Consolidated Statement of Shareholders' Interest 58
Notes to Financial Statements 59-85
Selected Quarterly Financial Information (Unaudited) 83
Item 9. Changes in and Disagreements with Accountants on Accounting and
- ------------------------------------------------------------------------
Financial Disclosure
- --------------------
Not applicable.
12
Weyerhaeuser Company and Subsidiaries
PART III
- -------------------------------------------------------------------------
Item 10. Directors and Executive Officers of the Registrant
- ------------------------------------------------------------
Information with respect to Directors of the company included on pages 2 through
5 of the Notice of 2001 Annual Meeting of Shareholders and Proxy Statement dated
March 8, 2001, is incorporated herein by reference.
The executive officers of the company are as follows:
Name Title Age
---- ----- ---
William R. Corbin Executive Vice President 59
C. William Gaynor Senior Vice President 60
Richard C. Gozon Executive Vice President 62
Richard E. Hanson Senior Vice President 57
Steven R. Hill Senior Vice President 53
Mack L. Hogans Senior Vice President 52
Steven R. Rogel President 58
William C. Stivers Executive Vice President 62
George H. Weyerhaeuser, Jr. Senior Vice President 47
William R. Corbin has been executive vice president, Wood Products, since 1999.
From 1995 to 1999, he was executive vice president, Timberlands and
Distribution, and from 1992, when he joined the company, to 1995 he was
executive vice president, Wood Products.
C. William Gaynor has been senior vice president, Canada, of Weyerhaeuser since
1999 and has been president and chief executive officer of Weyerhaeuser Company
Limited, a subsidiary of the Company, since 1998. He joined the company in
1974 and has held numerous management positions and served as vice president and
general manager - Saskatchewan Division of Weyerhaeuser Canada Ltd., the
predecessor of Weyerhaeuser Company Limited, from 1987 to 1998.
Richard C. Gozon has been executive vice president, Pulp, Paper and Packaging,
since 1994 when he joined the company. Prior to joining Weyerhaeuser, he was
president and chief operating officer of Alco Standard Corporation (a
distributor of paper and office equipment).
Richard E. Hanson has been senior vice president, Timberlands, since 1999. He
was vice president, Western Timberlands, from 1996 to 1998. He joined
Weyerhaeuser in 1970 and has held numerous management positions in the
timberlands, wood products and paper businesses.
Steven R. Hill has been senior vice president, Human Resources, since 1990 and
was vice president, Human Resources, from 1986 to 1990. He joined Weyerhaeuser
as a forester in 1968, and joined Corporate Human Resources in 1980.
Mack L. Hogans has been senior vice president, Corporate Affairs, since 1995 and
was vice president of Government Affairs from 1990 to 1995. He was the director
of Government Affairs and public policy issues management from 1986 to 1990. He
joined Weyerhaeuser in 1979 and has been a forester, branch manager for the
Building Materials business and a government affairs manager.
Steven R. Rogel's biography may be found on page 2 of the Notice of 2001 Annual
Meeting of Shareholders and Proxy Statement dated March 8, 2001, which is
incorporated herein by reference.
William C. Stivers has been executive vice president and chief financial officer
since 1998 and was senior vice president and chief financial officer from 1990
to 1998. He joined the company in 1970.
13
Weyerhaeuser Company and Subsidiaries
PART III
- -------------------------------------------------------------------------
Item 10. Directors and Executive Officers of the Registrant - Continued
- ------------------------------------------------------------------------
George H. Weyerhaeuser, Jr. has been senior vice president, Technology, since
1998 and was president and chief executive officer of Weyerhaeuser Canada Ltd.
from 1993 to 1998. From 1990 to 1993, he was vice president, Manufacturing,
Pulp, Paper and Packaging. He joined Weyerhaeuser in 1978 and has held various
positions, including sawmill supervisor, vice president and mill manager for
Containerboard, Pulp, Paper and Packaging.
Item 11. Executive Compensation
- --------------------------------
Information with respect to executive compensation included on pages 5 through
17 of the Notice of 2001 Annual Meeting of Shareholders and Proxy Statement
dated March 8, 2001, is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
- ------------------------------------------------------------------------
Information with respect to security ownership of certain beneficial owners and
management included on pages 6 and 7 of the Notice of 2001 Annual Meeting of
Shareholders and Proxy Statement dated March 8, 2001, is incorporated herein by
reference.
Item 13. Certain Relationships and Related Transactions
- --------------------------------------------------------
Information with respect to certain relationships and related transactions
included on pages 25 and 26 of the Notice of 2001 Annual Meeting of Shareholders
and Proxy Statement dated March 8, 2001, is incorporated herein by reference.
14
Weyerhaeuser Company and Subsidiaries
PART IV
- -------------------------------------------------------------------------
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
- -------------------------------------------------------------------------
Financial Statements
The consolidated financial statements of the company, together with the report
of independent public accountants, included in the company's 2000 Annual Report
to Shareholders, are incorporated in Part II, Item 8 of this Form 10-K by
reference.
Page
Number(s)
in Form
Financial Statement Schedules 10-K
---------
Report of Independent Public Accountants on Financial
Statement Schedules 18
Schedule II - Valuation and Qualifying Accounts 19
All other financial statement schedules have been omitted because they are not
applicable or the required information is included in the consolidated financial
statements, or the notes thereto, in the company's 2000 Annual Report to
Shareholders and incorporated herein by reference.
Exhibits:
3 - (i) Articles of Incorporation (incorporated by reference to
1999 Form 10-K filed with the Securities and Exchange Commission
on March 10, 2000 - Commission File Number 1-4825)
(ii) Bylaws
10 - Material Contracts
(a) Agreement with W. R. Corbin (incorporated by reference to 1998
Form 10-K filed with the Securities and Exchange Commission on
March 12, 1999 - Commission File Number 1-4825)
(b) Agreement with R. C. Gozon (incorporated by reference to 1995 Form
10-K filed with the Securities and Exchange Commission on March
15, 1996 - Commission File Number 1-4825)
(c) Agreement with S. R. Rogel (incorporated by reference to 1997 Form
10-K filed with the Securities and Exchange Commission on March
13, 1998 - Commission File Number 1-4825)
(d) Merger Agreement dated June 20, 1999, among Weyerhaeuser Company
and Weyerhaeuser Exchangeco Limited and MacMillan Bloedel Limited,
including the Plan of Arrangement (incorporated by reference to
the Weyerhaeuser Company Registration Statement No. 333-84127)
(e) Form of Executive Severance Agreement (incorporated by reference
to 1999 Form 10-K filed with the Securities and Exchange
Commission on March 10, 2000 - Commission File Number 1-4825)
11 - Statement Re: Computation of Per Share Earnings (incorporated by
reference to Note 2 of Notes to Financial Statements in the company's
2000 Annual Report to Shareholders)
13 - Portions of the company's 2000 Annual Report to Shareholders
specifically incorporated by reference herein
22 - Subsidiaries of the Registrant
23 - Consent of Independent Public Accountants
Reports on Form 8-K
The registrant filed reports on Form 8-K dated October 23, 2000, and January 26,
2001, reporting information under Item 5, Other Events.
The registrant filed a report on Form 8-K dated November 9, 1999, as amended by
Form 8-K/A dated January 10, 2000, reporting information under Item 2,
Acquisition or Disposition of Assets, and Item 7, Financial Statements and
Exhibits.
15
Weyerhaeuser Company and Subsidiaries
PART IV
- -------------------------------------------------------------------------
Item 14. Exhibits, Financial Statement Schedules and Reports on
- -----------------------------------------------------------------
Form 8-K - Continued
- --------------------
Reports on Form 8-K - Continued
The following financial statements were filed with this Form 8-K:
. The Annual Information Form and Management's Discussion and Analysis for
MacMillan Bloedel for the year ended December 31, 1998 filed with the
Securities and Exchange Commission on April 7, 1999 on Form 40-F;
. The Consolidated Financial Statements of MacMillan Bloedel for the year ended
December 31, 1998 filed with the Securities and Exchange Commission on
September 28, 1999 on Form 40-F/A; and,
. The Consolidated Financial Statements of MacMillan Bloedel for the six-month
period ended June 30, 1999 filed with the Securities and Exchange Commission
on August 11, 1999 on Form 6-K.
16
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 16, 2001.
Weyerhaeuser Company
/s/ Steven R. Rogel
-----------------------
Steven R. Rogel
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant in
the capacities indicated on March 16, 2001.
/s/ Steven R. Rogel /s/ John I. Kieckhefer
- ------------------------------------- ---------------------------
Steven R. Rogel John I. Kieckhefer
President, Principal Executive Director
Officer, Director and Chairman of the
Board
/s/ William C. Stivers /s/ Arnold G. Langbo
- ------------------------------------- ---------------------------
William C. Stivers Arnold G. Langbo
Principal Financial Officer Director
/s/ Kenneth J. Stancato /s/ Donald F. Mazankowski
- ------------------------------------- ---------------------------
Kenneth J. Stancato Donald F. Mazankowski
Principal Accounting Officer Director
/s/ W. John Driscoll /s/ William D. Ruckelshaus
- ------------------------------------- ---------------------------
W. John Driscoll William D. Ruckelshaus
Director Director
/s/ Richard F. Haskayne /s/ Richard H. Sinkfield
- ------------------------------------- ---------------------------
Richard F. Haskayne Richard H. Sinkfield
Director Director
/s/ /s/ James N. Sullivan
- ------------------------------------- ---------------------------
Robert J. Herbold James N. Sullivan
Director Director
/s/ Martha R. Ingram /s/ Clayton K. Yeutter
- ------------------------------------- ---------------------------
Martha R. Ingram Clayton K. Yeutter
Director Director
17
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 auditing standards generally accepted in the
United States, 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, 2001. Our audit was made for
the purpose of forming an opinion on those statements taken as a whole. The
schedule shown on page 19 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, 2000
18
Weyerhaeuser Company and Subsidiaries
FINANCIAL STATEMENT SCHEDULES
- -------------------------------------------------------------------------
Schedule II - Valuation and Qualifying Accounts
For the three years ended December 31, 2000
Dollar amounts in millions
Deductions
Balance from/ Balance
at Charged (Additions at
Beginning to to) End of
Description of Period Income Reserve Period
- ----------- --------- ------- ----------- -------
Weyerhaeuser
Reserve deducted from related asset
accounts:
Doubtful accounts - Accounts
receivable
2000 $ 10 $ 4 $ 9 $ 5
========= ======= =========== =======
1999 $ 5 $ 6 $ 1(1) $ 10
========= ======= =========== =======
1998 $ 6 $ 4 $ 5 $ 5
========= ======= =========== =======
Real Estate and Related Assets
Reserves and allowances deducted
from related asset accounts:
Receivables
2000 $ 7 $ - $ 2 $ 5
========= ======= =========== =======
1999 $ 6 $ 2 $ 1(2) $ 7
========= ======= =========== =======
1998 $ 6 $ 1 $ 1 $ 6
========= ======= =========== =======
Mortgage-related financial
instruments
2000 $ 3 $ - $ - $ 3
========= ======= =========== =======
1999 $ 9 $ - $ 6 $ 3
========= ======= =========== =======
1998 $ 27 $ - $ 18(3) $ 9
========= ======= =========== =======
Investments in unconsolidated
entities
2000 $ 3 $ - $ 2 $ 1
========= ======= =========== =======
1999 $ 4 $ - $ 1(4) $ 3
========= ======= =========== =======
1998 $ 6 $ 3 $ 5 $ 4
========= ======= =========== =======
- --------------------------------------
(1) Includes additional allowances of $4 million in the MacMillan Bloedel
acquisition.
(2) Includes allowances transferred from partnership investments.
(3) Includes allowances transferred to other assets.
(4) Includes the net of allowances transferred to receivables and from other
assets.
19
Weyerhaeuser Company and Subsidiaries
EXHIBITS INDEX
- -------------------------------------------------------------------------
Exhibits:
3 - (i) Articles of Incorporation (incorporated by reference to
1999 Form 10-K filed with the Securities and Exchange Commission
on March 10, 2000 - Commission File Number 1-4825)
(ii) Bylaws
10 - Material Contracts
(a) Agreement with W. R. Corbin (incorporated by reference to 1998
Form 10-K filed with the Securities and Exchange Commission on
March 12, 1999 - Commission File Number 1-4825)
(b) Agreement with R. C. Gozon (incorporated by reference to 1995
Form 10-K filed with the Securities and Exchange Commission on
March 15, 1996 - Commission File Number 1-4825)
(c) Agreement with S. R. Rogel (incorporated by reference to 1997
Form 10-K filed with the Securities and Exchange Commission on
March 13, 1998 - Commission File Number 1-4825)
(d) Merger Agreement dated June 20, 1999, among Weyerhaeuser Company
and Weyerhaeuser Exchangeco Limited and MacMillan Bloedel
Limited, including the Plan of Arrangement (incorporated by
reference to the Weyerhaeuser Company Registration Statement No.
333-84127)
(e) Form of Executive Severance Agreement (incorporated by reference
to 1999 Form 10-K filed with the Securities and Exchange
Commission on March 10, 2000 - Commission File Number 1-4825)
11 - Statement Re: Computation of Per Share Earnings (incorporated by
reference to Note 2 of Notes to Financial Statements in the company's
2000 Annual Report to Shareholders)
13 - Portions of the company's 2000 Annual Report to Shareholders
specifically incorporated by reference herein
22 - Subsidiaries of the Registrant
23 - Consent of Independent Public Accountants
20
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%
Company Holdings, Inc. Washington 100
DeQueen & Eastern Railroad Company Arkansas 100
Dynetherm, Inc. Alabama 100
Fisher Lumber Company California 100
Golden Triangle Railroad Mississippi 100
Green Arrow Motor Express Company Delaware 100
Gryphon Asset Management, Inc. Delaware 100
Mississippi & Skuna Valley Railroad Company Mississippi 100
Mountain Tree Farm Company Washington 50
North Pacific Paper Corporation Delaware 50
Norpac Sales Corporation Guam 100
Norpac Resources Inc. Delaware 100
Pacific Veneer, Ltd. Washington 100
SCA Weyerhaeuser Packaging Holding Company British
Asia Limited Virgin Islands 50
Texas, Oklahoma & Eastern Railroad Company Oklahoma 100
TJM Europe Limited United Kingdom 100
Trus Joist Corporation Delaware 100
Trus Joist Japan Co., Ltd. Japan 100
United Structures, Inc. California 100
Westwood Shipping Lines, Inc. Washington 100
Weycomp Claims Management Services, Inc. Texas 100
Weyerhaeuser Company of Nevada Nevada 100
Weyerhaeuser Construction Company Washington 100
Weyerhaeuser de Mexico, S.A. de C.V. Mexico 100
Weyerhaeuser del Bajio, S.A. de C.V. Mexico 100
Weyerhaeuser Financial Services, Inc. Delaware 100
Mortgage Securities III 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
The Giddings Mortgage Investment Company California 100
Trimark Development Company California 100
WFI Servicing Company Nevada 100
Weyerhaeuser Venture Company Nevada 100
Las Positas Land Co. California 100
WAMCO, Inc. Nevada 100
Weyerhaeuser Forestlands International, Inc. Washington 100
Weyerhaeuser International, Inc. Washington 100
The Capricorn Corporation Philippines 100
21
Weyerhaeuser Company and Subsidiaries
Exhibit 22
Subsidiaries of the Registrant-Continued
- -------------------------------------------------------------------------
Percentage
State or Ownership of
Country of Immediate
Name Incorporation Parent
---- ------------- ------------
Trus Joist SPRL Belgium 100%
Weyerhaeuser Holdings Limited British
Columbia 100
Weyerhaeuser Company Limited Canada 100
317298 Saskatchewan Ltd. Saskatchewan 100
486286 British Columbia Ltd. British
Columbia 50
600996 B.C. Ltd. British
Columbia 100
Altair Property and Casualty Corporation British
Columbia 100
Boom Chain Transportation Company Limited British
Columbia 40
Forest Industries Flying Tankers Limited British
Columbia 58
Forest License A49782 Holdings Ltd. British
Columbia 99
Ilsaak Forest Resource Ltd. British
Columbia 49
MacMillan Bloedel K.K. Japan 100
MacMillan Bloedel Pembroke Limited Partnership Ontario 100
MacMillan Guadiana, S.A. de C.V. Mexico 100
Marine Leasings Limited British
Columbia 27
Mid-Island Reman Inc. British
Columbia 49
Monterra Lumber Mills Limited Ontario 83
Northwest Hardwoods, Delta, B.C. Ltd. British
Columbia 100
Princeton Co-Generation (VCC) Corp. British
Columbia 90
Sturgeon Falls Repulping Limited Ontario 50
Sturgeon Falls Limited Partnership Ontario 50
Wapawekka Lumber Ltd. Saskatchewan 51
Weyerhaeuser Australia Pty. Ltd. Australia 100
Weyerhaeuser (Barbados) SRL Barbados 100
Marlborough Capital Corp. SRL Barbados 100
Weyerhaeuser (Bridgetown) Limited Barbados 100
Weyerhaeuser (UK) Limited England 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
Nelson Forest Joint Venture New Zealand 51
Weyerhaeuser (Carlisle) Ltd. Barbados 100
Camarin Limited Barbados 100
Weyerhaeuser (Ewen) Limited British
Columbia 100
Weyerhaeuser (Imports) Pty Limited Australia 100
Weyerhaeuser (Nanaimo) Ltd. British
Columbia 100
Weyerhaeuser Ontario Limited Ontario 100
Weyerhaeuser (Ottawa) Limited Canada 100
22
Weyerhaeuser Company and Subsidiaries
Exhibit 22
Subsidiaries of the Registrant-Continued
- -------------------------------------------------------------------------
Percentage
State or Ownership of
Country of Immediate
Name Incorporation Parent
---- ------------- ------------
Weyerhaeuser Saskatchewan Ltd. Saskatchewan 100%
Wapawekka Lumber Limited Partnership Saskatchewan 50
Weyerhaeuser Services Limited British
Columbia 100
Weyerhaeuser China, Ltd. Washington 100
Weyerhaeuser GMBH Germany 100
Weyerhaeuser (Asia) Limited Hong Kong 100
Weyerhaeuser Japan Ltd. Japan 100
Weyerhaeuser Japan Ltd. Delaware 100
Weyerhaeuser Korea Ltd. Korea 100
Weyerhaeuser, S.A. Panama 100
Weyerhaeuser Taiwan Ltd. Delaware 100
Weyerhaeuser International Sales Corp. Guam 100
Weyerhaeuser (Mexico) Inc. Washington 100
Weyerhaeuser Midwest, Inc. Washington 100
Weyerhaeuser Overseas Finance Co. Delaware 100
Weyerhaeuser International Finance Company Delaware 100
Weyerhaeuser Company Nova Scotia Nova Scotia 100
Weyerhaeuser Raw Materials, Inc. Delaware 100
Weyerhaeuser Real Estate Company Washington 100
Centennial Homes, Inc. Texas 100
Midway Properties, Inc. North Carolina 100
Pardee Construction Company California 100
Marmont Realty Company California 100
Pardee Construction Company of Nevada Nevada 100
Pardee Investment Company California 100
Parvada, Inc. Nevada 100
The Quadrant Corporation Washington 100
Quadrant Real Estate Services, Inc. Washington 100
South Jersey Assets, Inc. New Jersey 100
Scarborough Constructors, Inc. Florida 100
Silverthorn Country Club, Inc. Florida 100
TMI, Inc. Texas 100
Weyerhaeuser Real Estate Company of Nevada Nevada 100
Weyerhaeuser Realty Investors, Inc. Washington 100
Winchester Homes, Inc. Delaware 100
SC - WHI, Inc. Delaware 100
Weyerhaeuser Sales Company Nevada 100
Weyerhaeuser Servicios, S.A. de C.V. Mexico 100
Weyerhaeuser USA LLC Delaware 100
American Cemwood Corporation Oregon 100
MB Administrative Services Inc. Delaware 100
The Wray Company Arizona 100
23
Weyerhaeuser Company and Subsidiaries
Exhibit 23
Consent of Independent Public Accountants
- -------------------------------------------------------------------------
As independent public accountants, we hereby consent to the incorporation of our
reports included and incorporated by reference in this Form 10-K, into
Weyerhaeuser Company's previously filed Registration Statement Nos. 333-36753
and 333-84127 on Form S-3 and Nos. 33-60527, 333-10165, 333-01565, 333-56673,
333-74311, 333-89925 and 333-53010 on Form S-8.
ARTHUR ANDERSEN LLP
Seattle, Washington,
March 16, 2001
24