10-K 1 f10k2000.txt 10-K 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