-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Aro9xCgkuF9zWwNeJAo6vc3Qow+kfayiQ/Mr8r54gLAK3FxaHlfOW+yaN430Wrp4 a7H6yxVRy84jVuUUj1yckQ== 0000106535-98-000008.txt : 19980513 0000106535-98-000008.hdr.sgml : 19980513 ACCESSION NUMBER: 0000106535-98-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19980329 FILED AS OF DATE: 19980512 SROS: CSX SROS: NYSE SROS: PCX FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEYERHAEUSER CO CENTRAL INDEX KEY: 0000106535 STANDARD INDUSTRIAL CLASSIFICATION: LUMBER & WOOD PRODUCTS (NO FURNITURE) [2400] IRS NUMBER: 910470860 STATE OF INCORPORATION: WA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-04825 FILM NUMBER: 98616316 BUSINESS ADDRESS: STREET 1: 33663 WEYERHAEUSER WAY SOUTH CITY: FEDERAL WAY STATE: WA ZIP: 98003 BUSINESS PHONE: 2539242345 MAIL ADDRESS: STREET 1: 33663 WEYERHAEUSER WAY SOUTH CITY: FEDERAL WAY STATE: WA ZIP: 98003 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the thirteen weeks ended March 29, 1998 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_______ to_______ Commission File Number 1-4825 WEYERHAEUSER COMPANY A Washington Corporation (IRS Employer Identification No. 91-0470860) Tacoma, Washington 98477 Telephone (253) 924-2345 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange on Title of Each Class Which Registered - --------------------------------- ------------------------- Common Shares ($1.25 par value) Chicago Stock Exchange New York Stock Exchange Pacific Stock Exchange Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes _X_ No ___. The number of shares outstanding of the registrant's class of common stock, as of May 1, 1998 was 198,976,447 common shares ($1.25 par value). Weyerhaeuser Company - -2-
WEYERHAEUSER COMPANY AND SUBSIDIARIES Index to Form 10-Q Filing For the Thirteen weeks ended March 29, 1998 Page No. ----------------- Part I. Financial Information Item 1. Financial Statements Consolidated Statement of Earnings 3 Consolidated Balance Sheet 4-5 Consolidated Statement of Cash Flows 6-7 Notes to Financial Statements 9-16 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 17-21 Part II. Other Information Item 1. Legal Proceedings 21-22 Item 2. Changes in Securities (not applicable) Item 3. Defaults upon Senior Securities (not applicable) Item 4. Submission of Matters to a Vote of Security Holders (not applicable) Item 5. Other Information (not applicable) Item 6. Exhibits and Reports on Form 8-K 22
The financial information included in this report has been prepared in conformity with accounting practices and methods reflected in the financial statements included in the annual report (Form 10-K) filed with the Securities and Exchange Commission for the year ended December 28, 1997. Though not examined by independent public accountants, the financial information reflects, in the opinion of management, all adjustments necessary to present a fair statement of results for the interim periods indicated. The results of operations for the thirteen-week period ending March 29, 1998 should not be regarded as necessarily indicative of the results that may be expected for the full year. Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized. WEYERHAEUSER COMPANY By /s/ K. J. Stancato ---------------------------- K. J. Stancato Duly Authorized Officer and Principal Accounting Officer May 12, 1998 Weyerhaeuser Company - -3-
WEYERHAEUSER COMPANY AND SUBSIDIARIES --------------- CONSOLIDATED EARNINGS For the periods ended March 29, 1998 and March 30, 1997 (Dollar amounts in millions except as noted and per share figures) (Unaudited) Thirteen weeks ended: March 29, March 30, 1998 1997 --------- --------- Net sales and revenues: Weyerhaeuser $ 2,338 $ 2,394 Real estate and related assets 265 214 --------- --------- Total net sales and revenues 2,603 2,608 --------- --------- Costs and expenses: Weyerhaeuser: Costs of products sold 1,814 1,888 Depreciation, amortization and fee stumpage 148 161 Selling, general and administrative expenses 164 152 Research and development expenses 14 13 Taxes other than payroll and income taxes 34 37 Charge for closure or disposition of facilities -- 49 --------- --------- 2,174 2,300 --------- --------- Real estate and related assets: Costs and operating expenses 225 153 Depreciation and amortization 1 4 Selling, general and administrative expenses 13 45 Taxes other than payroll and income taxes 2 2 --------- --------- 241 204 --------- --------- Total costs and expenses 2,415 2,504 Operating income 188 104 Interest expense and other: Weyerhaeuser: Interest expense incurred 67 69 Less interest capitalized 1 4 Other income (expense), net 12 (2) Real estate and related assets: Interest expense incurred 21 33 Less interest capitalized 15 18 Other income, net 7 11 --------- --------- Earnings before income taxes 135 33 Income taxes (Note 4) 50 12 --------- --------- Net earnings $ 85 $ 21 ========= ========= Net earnings per common share (Note 1): Basic and diluted $ .43 $ .10 Average shares outstanding (thousands) 198,747 198,516 Dilutive effect of stock options 525 524 --------- --------- Average shares outstanding assuming dilution 199,272 199,040 ========= ========= Dividends paid per share $ .40 $ .40 See Accompanying Notes to Financial Statements
Weyerhaeuser Company - -4-
WEYERHAEUSER COMPANY AND SUBSIDIARIES ----------- CONSOLIDATED BALANCE SHEET March 29, 1998 and December 28, 1997 (Dollar amounts in millions) March 29, Dec. 28, 1998 1997 --------- -------- (Unaudited) Assets - ------ Weyerhaeuser Current assets: Cash and short-term investments (Note 1) $ 30 $ 100 Receivables, less allowances 924 913 Inventories (Note 5) 1,053 983 Prepaid expenses 337 298 --------- -------- Total current assets 2,344 2,294 Property and equipment (Notes 6 and 10) 6,342 6,974 Construction in progress 264 313 Timber and timberlands at cost, less fee stumpage charged to disposals 999 996 Investments in and advances to equity affiliates (Notes 3 and 10) 415 249 Other assets and deferred charges 259 245 --------- -------- 10,623 11,071 --------- -------- Real estate and related assets Cash and short-term investments, including restricted deposits 2 22 Receivables, less discounts and allowances 54 62 Mortgage-related financial instruments, less discounts and allowances 179 173 Real estate in process of development and for sale 579 593 Land being processed for development 850 845 Investments in and advances to joint ventures and limited partnerships, less reserves (Note 3) 110 116 Other assets 185 193 --------- -------- 1,959 2,004 --------- -------- Total assets $12,582 $13,075 ========= ========
See Accompanying Notes to Financial Statements Weyerhaeuser Company - -5-
March 29, Dec. 28, 1998 1997 --------- -------- (Unaudited) Liabilities and shareholders' interest - -------------------------------------- Weyerhaeuser Current liabilities: Notes payable $ 14 $ 25 Current maturities of long-term debt 22 17 Accounts payable (Note 1) 673 694 Accrued liabilities (Note 7) 641 648 --------- -------- Total current liabilities 1,350 1,384 Long-term debt (Note 9) 3,486 3,483 Deferred income taxes (Note 10) 1,291 1,418 Deferred pension and other liabilities 496 498 Minority interest in subsidiaries (Note 10) -- 121 Commitments and contingencies (Note 12) --------- -------- 6,623 6,904 --------- -------- Real estate and related assets Notes payable and commercial paper 271 228 Long-term debt (Note 9) 852 1,032 Other liabilities 216 262 Commitments and contingencies (Note 12) --------- -------- 1,339 1,522 --------- -------- Total liabilities 7,962 8,426 --------- -------- Shareholders' interest (Note 11) Common shares: authorized 400,000,000 shares, issued 206,072,890 shares, $1.25 par value 258 258 Other capital 407 407 Retained earnings 4,402 4,397 Cumulative other comprehensive (expense) (Note 2): Foreign currency translation adjustment (120) (123) Treasury common shares, at cost: 7,403,404 and 6,586,939 (327) (290) --------- -------- Total shareholders' interest 4,620 4,649 --------- -------- Total liabilities and shareholders' interest $ 12,582 $13,075 ========= ========
Weyerhaeuser Company - -6-
WEYERHAEUSER COMPANY AND SUBSIDIARIES --------------- CONSOLIDATED STATEMENT OF CASH FLOWS For the thirteen week periods ended March 29, 1998 and March 30, 1997 (Dollar amounts in millions) (Unaudited) Consolidated -------------------- March 29, March 30, 1998 1997 --------- --------- Cash provided by (used for) operations: Net earnings $ 85 $ 21 Non-cash charges to income: Depreciation, amortization and fee stumpage 149 165 Deferred income taxes, net 28 7 Charge for closure or disposition of facilities -- 49 Decrease (increase) in working capital: Accounts receivable (47) (48) Inventories, real estate and land (84) (133) Prepaid expenses (39) (14) Mortgage notes held for sale and mortgage loans receivable (16) (60) Accounts payable and accrued liabilities (53) (73) (Gain) loss on disposition of assets (8) 11 Loss on disposition of a business -- 8 Other (20) (7) --------- --------- Net cash provided by (used for) operations (5) (74) --------- --------- Cash provided by (used for) investing activities: Property and equipment (73) (109) Timber and timberlands (12) (20) Investments in and advances to equity affiliates 19 21 Proceeds from sale of: Property and equipment 19 3 Businesses -- 12 Mortgage and investment securities 18 6 Restructuring the ownership of a subsidiary (Note 10) 218 -- Intercompany advances -- -- Other -- 2 --------- --------- Net cash provided by (used for) investing activities 189 (85) --------- --------- Cash provided by (used for) financing activities: Issuances of debt 7 8 Sale of industrial revenue bonds 48 -- Notes and commercial paper borrowings, net 54 296 Cash dividends (80) (80) Payments on debt (255) (57) Purchase of treasury common shares (42) -- Exercise of stock options 5 9 Other (11) (1) --------- --------- Net cash provided by (used for) financing activities (274) 175 --------- --------- Net increase (decrease) in cash and short-term investments (90) 16 Cash and short-term investments at beginning of year 122 71 --------- --------- Cash and short-term investments at end of period $ 32 $ 87 ========= ========= Cash paid (received) during the period for: Interest, net of amount capitalized $ 112 $ 120 ========= ========= Income taxes $ 38 $ 6 ========= ========= See Accompanying Notes to Financial Statements
Weyerhaeuser Company - -7-
Real Estate and Weyerhaeuser Related Assets - -------------------- -------------------- March 29, March 30, March 29, March 30, 1998 1997 1998 1997 - --------- --------- --------- --------- $ 69 $ 17 $ 16 $ 4 148 161 1 4 24 -- 4 7 -- 49 -- -- (42) (54) (5) 6 (101) (80) 17 (53) (39) (14) -- -- -- -- (16) (60) (5) (72) (48) (1) -- 11 (8) -- -- 8 -- -- (18) (28) (2) 21 - --------- --------- --------- --------- 36 (2) (41) (72) - --------- --------- --------- --------- (72) (108) (1) (1) (12) (20) -- -- 8 -- 11 21 4 3 15 -- -- 12 -- -- -- -- 18 6 218 -- -- -- (121) 6 121 (6) -- 3 -- (1) - --------- --------- --------- --------- 25 (104) 164 19 - --------- --------- --------- --------- 3 2 4 6 48 -- -- -- 18 208 36 88 (80) (80) -- -- (72) (27) (183) (30) (42) -- -- -- 5 9 -- -- (11) (1) -- -- - --------- --------- --------- --------- (131) 111 (143) 64 - --------- --------- --------- --------- (70) 5 (20) 11 100 33 22 38 - --------- --------- --------- --------- $ 30 $ 38 $ 2 $ 49 ========= ========= ========= ========= $ 106 $ 104 $ 6 $ 16 ========= ========= ========= ========= $ (1) $ 44 $ 39 $ (38) ========= ========= ========= =========
Weyerhaeuser Company - -8- This page intentionally left blank. Weyerhaeuser Company - -9- WEYERHAEUSER COMPANY AND SUBSIDIARIES -------------------- NOTES TO FINANCIAL STATEMENTS For the thirteen week periods ended March 29, 1998 and March 30, 1997 Note 1: Summary of Significant Accounting Policies Consolidation The consolidated financial statements include the accounts of Weyerhaeuser Company and all of its majority-owned domestic and foreign subsidiaries. Investments in and advances to equity affiliates which are not majority owned or controlled are accounted for using the equity method with taxes provided on undistributed earnings. Significant intercompany transactions and accounts are eliminated. Certain of the consolidated financial statements and notes to financial statements are presented in two groupings: (1) Weyerhaeuser (the company), principally engaged in the growing and harvesting of timber and the manufacture, distribution and sale of forest products, and (2) Real estate and related assets, principally engaged in real estate development and construction and other real estate related activities. Nature of Operations The company's principal business segments, which account for the majority of sales, earnings and the asset base, are: . Timberlands and wood products, which is engaged in the management of 5.1 million acres of company-owned and .2 million acres of leased forestland in the United States and 23.7 million acres of forestland in Canada under long-term licensing arrangements and the production of a full line of solid wood products that are sold primarily through the company's own sales organizations to wholesalers, retailers and industrial users in North America, the Pacific Rim and Europe. . Pulp, paper and packaging, which manufactures and sells pulp, paper, paperboard and containerboard in North American, Pacific Rim and European markets, and packaging products for the domestic markets, and which operates an extensive wastepaper recycling system that serves company mills and worldwide markets. Accounting Pronouncements Implemented In the first quarter, the company has implemented Statement of Financial Accounting Standards (SFAS) No. 130, Reporting Comprehensive Income, that establishes standards for reporting and display of comprehensive income and its components in a full set of financial statements. Comprehensive income describes the total of all components of comprehensive income, including net income. Other comprehensive income refers to revenues, expenses, gains and losses that under generally accepted accounting principles are included in comprehensive income, but excluded from net income. See Note 2. Prospective Accounting Pronouncements The Financial Accounting Standards Board (FASB) has issued the following pronouncements: . SFAS No. 131, Disclosure about Segments of an Enterprise and Related Information, that will require companies to determine segments based on how management makes decisions about allocating resources to segments and measuring their performance. Disclosures for each segment are similar to those required under current standards, with the addition of certain quarterly requirements. This statement will also require entity-wide disclosure about products and services, the countries in which the company holds material assets and reports material revenues, and its significant customers. This statement is effective for fiscal years beginning after December 15, 1997, with reclassification of prior periods' comparative financial statements required; however, no interim reporting is required in the initial year. Management is evaluating the effect of this statement on reported segment information. Weyerhaeuser Company - -10- . SFAS No. 132, Employers' Disclosures about Pensions and Other Postretirement Benefits, an amendment of FASB Statements No. 87, 88 and 106, which revises employers' disclosures about pensions and other postretirement benefit plans. It does not change the measurement or recognition of those plans. It standardizes the disclosure requirements for pensions and other postretirement benefits to the extent practicable, requires additional information on changes in benefit obligations and fair values of plan assets that will facilitate financial analysis, and eliminates certain disclosures that are no longer as useful as they were when the original pronouncements were issued. This statement is effective for fiscal years beginning after December 15, 1997. The American Institute of Certified Public Accountants (AICPA) Accounting Standards Executive Committee has issued the following Statements of Position (SOP): . SOP 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use, which provides guidelines on the accounting for internally developed computer software. This SOP is effective for fiscal years beginning after December 15, 1998. The company believes that the future adoption of this SOP will not have a significant impact on its results of operations or financial position. . SOP 98-5, Reporting on the Costs of Start-up Activities, which requires that the costs of start-up activities be expensed as incurred. This SOP must be adopted in fiscal years beginning after December 15, 1998. When this SOP is adopted, the company must record a cumulative effect of a change in accounting principle to write off any unamortized start- up costs that remain on the balance sheet at the date the new SOP is adopted. The company believes that the future adoption of this SOP will have a significant impact on its results of operations in the period in which it is implemented; however, it cannot quantify the impact at this time. Net Earnings Per Common Share Basic net earnings per common share are based on the weighted average number of common shares outstanding during the period. Diluted net earnings per common share are based on the weighted average number of common shares outstanding and stock options outstanding at the beginning of or granted during the period. Options to purchase 1,371,080 shares at $51.09 per share and 150,000 shares at $53.06 per share were outstanding during the thirteen weeks ending March 29, 1998. Options to purchase 1,159,150 shares at $48.13 per share were outstanding during the thirteen weeks ending March 30, 1997. These options were not included in the computation of diluted earnings per share for the respective periods because the option exercise prices were greater than the average market prices of common shares during those periods. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Derivatives The company has only limited involvement with derivative financial instruments and does not use them for trading purposes. They are used to manage well-defined interest rate and foreign exchange risks. These include: . Foreign exchange contracts, which are hedges for foreign denominated accounts receivable, accounts payable and short-term debt, that have gains or losses recognized at settlement date. . Interest rate swaps entered into with major banks or financial institutions in which the company pays a fixed rate and receives a floating rate with the interest payments being calculated on a notional amount. The premiums received by the company on the sale of these swaps are treated as deferred income and amortized against interest expense over the term of the agreements. The company is exposed to credit-related gains or losses in the event of nonperformance by counterparties to financial instruments but does not expect any counterparties to fail to meet their obligations. The company deals only with highly rated counterparties. Weyerhaeuser Company - -11- The notional amounts of these derivative financial instruments are $369 million and $492 million at March 29, 1998, and December 28, 1997, respectively. These notional amounts do not represent amounts exchanged by the parties and, thus, are not a measure of exposure to the company through its use of derivatives. The exposure in a derivative contract is the net difference between what each party is required to pay based on the contractual terms against the notional amount of the contract, such as interest rates or exchange rates. The use of derivatives does not have a significant effect on the company's results of operations or its financial position. Cash and Short-Term Investments For purposes of cash flow and fair value reporting, short-term investments with original maturities of 90 days or less are considered as cash equivalents. Short-term investments are stated at cost, which approximates market. Inventories Inventories are stated at the lower of cost or market. Cost includes labor, materials and production overhead. The last-in, first-out (LIFO) method is used to cost the majority of domestic raw materials, in process and finished goods inventories. LIFO inventories were $292 million and $250 million at March 29, 1998, and December 28, 1997, respectively. The balance of domestic raw material and product inventories, all materials and supplies inventories, and all foreign inventories is costed at either the first-in, first-out (FIFO) or moving average cost methods. Had the FIFO method been used to cost all inventories, the amounts at which product inventories are stated would have been $233 million and $234 million greater at March 29, 1998, and December 28, 1997, respectively. Property and Equipment The company's property accounts are maintained on an individual asset basis. Betterments and replacements of major units are capitalized. Maintenance, repairs and minor replacements are expensed. Depreciation is provided generally on the straight-line or unit-of-production method at rates based on estimated service lives. Amortization of logging railroads and truck roads is provided generally as timber is harvested and is based upon rates determined with reference to the volume of timber estimated to be removed over such facilities. The cost and related depreciation of property sold or retired is removed from the property and allowance for depreciation accounts and the gain or loss is included in earnings. Timber and Timberlands Timber and timberlands are carried at cost less fee stumpage charged to disposals. Fee stumpage is the cost of standing timber and is charged to fee timber disposals as fee timber is harvested, lost as the result of casualty or sold. Depletion rates used to relieve timber inventory are determined with reference to the net carrying value of timber and the related volume of timber estimated to be available over the growth cycle. Timber carrying costs are expensed as incurred. The cost of timber harvested is included in the carrying values of raw material and product inventories, and in the costs of products sold as these inventories are disposed of. Accounts Payable The company's banking system provides for the daily replenishment of major bank accounts as checks are presented. Accordingly, there were negative book cash balances of $127 million and $185 million at March 29, 1998, and December 28, 1997, respectively. Such balances result from outstanding checks that had not yet been paid by the bank and are reflected in accounts payable in the consolidated balance sheets. Income Taxes Deferred income taxes are provided to reflect temporary differences between the financial and tax bases of assets and liabilities using presently enacted tax rates and laws. Weyerhaeuser Company - -12- Pension Plans The company has pension plans covering most of its employees. The U.S. plan covering salaried employees provides pension benefits based on the employee's highest monthly earnings for five consecutive years during the final ten years before retirement. Plans covering hourly employees generally provide benefits of stated amounts for each year of service. Contributions to U.S. plans are based on funding standards established by the Employee Retirement Income Security Act of 1974 (ERISA). Postretirement Benefits Other Than Pensions In addition to providing pension benefits, the company provides certain health care and life insurance benefits for some retired employees and accrues the expected future cost of these benefits for its current eligible retirees and some employees. All of the company's salaried employees and some hourly employees may become eligible for these benefits when they retire. Reclassifications Certain reclassifications have been made to conform prior years' data to the current format. Real Estate and Related Assets With the sale of the mortgage banking business in 1997, the financial services segment is no longer material to the results of the company. Therefore, the remaining activities in financial services that are principally real estate related have been combined with real estate into one segment entitled real estate and related assets. Real estate held for sale is stated at the lower of cost or fair value. The determination of fair value is based on appraisals and market pricing of comparable assets, when available, or the discounted value of estimated future cash flows from these assets. Real estate held for development is stated at cost to the extent it does not exceed the estimated undiscounted future net cash flows, in which case, it is carried at fair value. Mortgage-backed certificates are carried at par value, adjusted for any unamortized discount or premium. These certificates and other financial instruments are pledged as collateral for the collateralized mortgage obligation (CMO) bonds and are held by banks as trustees. Principal and interest collections are used to meet the interest payments and reduce the outstanding principal balance of the bonds. Related CMO bonds are the obligation of the issuer, and neither the company nor any affiliated company has guaranteed or is otherwise obligated with respect to the bonds. Note 2: Comprehensive Income The company's comprehensive income is as follows:
Thirteen weeks ended -------------------- March 29, March 30, Dollar amounts in millions 1998 1997 --------- --------- Net income $ 85 $ 21 Other comprehensive income (expense), net of income taxes of $(2) and $5: Foreign currency translation 3 (8) --------- --------- Comprehensive income $ 88 $ 13 ========= =========
Weyerhaeuser Company - -13- Note 3: Equity Affiliates Weyerhaeuser The company's investments in affiliated companies that are not majority owned or controlled are accounted for using the equity method with taxes provided on undistributed earnings. Investments carried at equity and the percentage interest owned consist of Cedar River Paper Company (50%), SCA Weyerhaeuser Packaging Holding Company Asia Limited (50%), RII Weyerhaeuser World Timberfund, L. P. (50%), Nelson Forests Joint Venture (51%) and North Pacific Paper Corporation (50%). Unconsolidated financial information for affiliated companies which are accounted for by the equity method is as follows:
March 29, Dec. 28, Dollar amounts in millions 1998 1997 --------- -------- Current assets $ 154 $ 94 Non-current assets 1,328 678 Current liabilities 68 56 Non-current liabilities 764 420
Thirteen weeks ended -------------------- March 29, March 30, 1998 1997 --------- --------- Net sales and revenues $ 173 $ 49 Operating income 28 5 Net income (loss) 14 (2)
The company provides goods and services to these affiliates, which vary by entity, in the form of raw materials, management and marketing fees, support services, shipping services and payroll. Additionally, the company purchases finished product from certain of these entities. The aggregate total of these transactions is not material to the results of operations of the company. Real Estate and Related Assets Investments in and advances to joint ventures and limited partnerships that are not majority owned or controlled are accounted for using the equity method with taxes provided on undistributed earnings. Unconsolidated financial information for joint ventures and limited partnerships which are accounted for by the equity method is as follows:
March 29, Dec. 28, Dollar amounts in millions 1998 1997 --------- -------- Current assets $ 1,720 $ 1,689 Non-current assets 285 284 Current liabilities 1,331 1,306 Non-current liabilities 137 145
Thirteen weeks ended -------------------- March 29, March 30, 1998 1997 --------- --------- Net sales and revenues $ 57 $ 47 Operating income 34 22 Net income 27 16
Weyerhaeuser Company - -14- The company may charge management and/or development fees to the joint ventures or limited partnerships. The aggregate total of these transactions is not material to the results of operations of the company. Note 4: Income Taxes Provisions for income taxes include the following:
Thirteen weeks ended -------------------- March 29, March 30, Dollar amounts in millions 1998 1997 --------- --------- Federal: Current $ 16 $ 3 Deferred 26 6 --------- --------- 42 9 --------- --------- State: Current 3 -- Deferred 1 1 --------- --------- 4 1 --------- --------- Foreign: Current 3 2 Deferred 1 -- --------- --------- 4 2 --------- --------- Total $ 50 $ 12 ========= =========
Income tax provisions for interim periods are based on the current best estimate of the effective tax rate expected to be applicable for the full year. The effective tax rate reflects anticipated tax credits, foreign taxes and other tax planning alternatives. For the periods ended March 29, 1998, and March 30, 1997, the company's provision for income taxes as a percent of earnings before income taxes is greater than the 35 percent federal statutory rate due principally to the effect of state income taxes. The effective tax rate for the thirteen-week periods ended March 29, 1998, and March 30, 1997, was 37%. Deferred taxes are provided for the temporary differences between the financial and tax bases of assets and liabilities, applying presently enacted tax rates and laws. The major sources of these temporary differences include depreciable and depletable assets, real estate, and pension and retiree health care liabilities. Note 5: Inventories
March 29, Dec. 28, Dollar amounts in millions 1998 1997 --------- -------- Logs and chips $ 136 $ 103 Lumber, plywood and panels 191 154 Pulp, newsprint and paper 177 185 Containerboard, paperboard and packaging 127 107 Other products 154 152 Materials and supplies 268 282 --------- -------- $ 1,053 $ 983 ========= ========
Weyerhaeuser Company - -15- Note 6: Property and Equipment
March 29, Dec. 28, Dollar amounts in millions 1998 1997 --------- -------- Property and equipment, at cost: Land $ 158 $ 158 Buildings and improvements 1,620 1,721 Machinery and equipment 9,291 9,954 Rail and truck roads and other 595 599 --------- -------- 11,664 12,432 Less allowance for depreciation and amortization 5,322 5,458 --------- -------- $ 6,342 $ 6,974 ========= ========
Note 7: Accrued Liabilities
March 29, Dec. 28, Dollar amounts in millions 1998 1997 --------- -------- Payroll - wages and salaries, incentive awards, retirement and vacation pay $ 248 $ 268 Taxes - social security and real and personal property 60 53 Interest 51 91 Income taxes 61 42 Other 221 194 --------- -------- $ 641 $ 648 ========= ========
Note 8: Short-Term Debt Lines of Credit The company has short-term bank credit lines that provide for borrowings of up to the total amount of $425 million, all of which could be availed of by the company and Weyerhaeuser Real Estate Company (WRECO) at March 29, 1998, and December 28, 1997. No portion of these lines has been availed of by the company or WRECO at March 29, 1998, or December 28, 1997. Neither of the entities referred to herein is a guarantor of the borrowings of the other. Note 9: Long-Term Debt Lines of Credit The company's lines of credit include a five-year revolving credit facility agreement entered into in 1997 with a group of banks that provides for borrowings of up to the total amount of $400 million, all of which is available to the company. Borrowings are at LIBOR plus a spread or other such interest rates mutually agreed to between the borrower and lending banks. Weyerhaeuser Financial Services, Inc. (WFS), a wholly owned subsidiary, has a revolving/term credit facility agreement that provides for: (1) borrowings of up to $75 million at March 29, 1998, and December 28, 1997 at LIBOR or other such rates as may be agreed upon by WFS and the banks; and (2) a commitment fee on the unused portion of the credit facility. $75 million was outstanding under this facility at March 29, 1998, and December 28, 1997. To the extent that these credit commitments expire more than one year after the balance sheet date and are unused, an equal amount of commercial paper is classifiable as long-term debt. Weyerhaeuser reclassified $263 million and $194 million as of March 29, 1998, and December 28, 1997, respectively. No portion of these lines has been availed of by the company, WRECO or WFS at March 29, 1998, and December 28, 1997, except as noted. The company's compensating balance agreements were not significant. Weyerhaeuser Company - -16- Note 10: Restructuring the Ownership of a Subsidiary During the quarter, the company and Nippon Paper Industries Co., Ltd. (NPI) completed the restructuring of their North Pacific Paper Corporation (NORPAC) joint venture. Through this restructuring, the ownership of NORPAC changed from 80 percent company ownership and 20 percent NPI ownership to 50 percent for each shareholder. This transaction changed the reporting status of NORPAC from a fully consolidated subsidiary, with minority elimination, to a joint venture accounted for on the equity method of accounting. The change in accounting for this venture resulted in the following significant non-cash changes in the company's consolidated balance sheet: decreases of $621 million in property and equipment, $151 million in deferred taxes, and $121 million in minority interest in subsidiaries; and an increase of $168 million in investments in and advances to equity affiliates. The company received net funds of $218 million and recognized a gain of $5 million on this transaction. Note 11: Shareholders' Interest Common shares reserved for stock option plans were 7,054,000 shares at March 29, 1998, and 5,848,000 shares at December 28, 1997. Note 12: Commitments and Contingencies The company's capital expenditures, excluding acquisitions, were $656 million in 1997, and are expected to be approximately $750 million in 1998; however, that expenditure level could be increased or decreased as a consequence of future economic conditions. The company is a party to legal proceedings and environmental matters generally incidental to its business. Although the final outcome of any legal proceeding or environmental matter is subject to a great many variables and cannot be predicted with any degree of certainty, the company presently believes that the ultimate outcome resulting from these proceedings and matters 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. Weyerhaeuser Company - -17- WEYERHAEUSER COMPANY AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Net sales and revenues and earnings before interest expense and income taxes by segment are:
Thirteen weeks ended -------------------- March 29, March 30, Dollar amounts in millions 1998 1997 --------- --------- Net sales and revenues: Timberlands and wood products $ 1,181 $ 1,251 Pulp, paper and packaging 1,120 1,106 Real estate and related assets 265 214 Corporate and other 37 37 --------- --------- $ 2,603 $ 2,608 ========= ========= Earnings before interest expense and income taxes: Timberlands and wood products $ 173 $ 171 Pulp, paper and packaging(1) 52 (43) Real estate and related assets(2) 25 6 Corporate and other(3) (49) (36) --------- --------- $ 201 $ 98 ========= ========= (1) 1997 results include a special charge of $49 million for the consolidation, closure or disposition of certain recycling facilities and the permanent closure of the Longview, Washington corrugated medium machine. (2) Includes net interest expense of $6 million and $15 million related to the financial services businesses. (3) 1997 results include income of $10 million from the net effect of interest income from a favorable federal income tax decision and the loss incurred in the sale of Shemin Nurseries.
Consolidated Results Consolidated net earnings for the first quarter were $85 million, or 43 cents basic and diluted earnings per common share, compared with 1997 first quarter earnings of $21 million, or 10 cents basic and diluted earnings per common share. The 1997 results include net special items of $25 million, or 12 cents per common share, which were the result of: losses from restructuring in the recycling business; closing the Longview, WA corrugated medium machine; sale of Shemin Nurseries; and receipt of interest income related to a favorable federal income tax decision. Consolidated net sales and revenues for the quarter were $2.6 billion, unchanged from the same quarter last year. Increased U.S. domestic sales offset weak export demand and lower pricing in the pulp, paper and packaging segment. Timberlands and Wood Products Operating earnings for the first quarter were $173 million, which is up slightly from the $171 million reported for first quarter 1997 and an increase of 14% over 1997 fourth quarter earnings of $152 million. A combination of increased domestic product prices and higher-margin product mix offset the weak demand in the export market. Net sales were $1.2 billion for the quarter, slightly lower than 1997 first quarter sales of $1.3 billion, but virtually unchanged from 1997 fourth quarter sales. Increased pricing for domestic logs, oriented strand board and hardwood doors, plus sales of higher-grade logs into Asia offset lower export prices in most product lines. Weyerhaeuser Company - -18- Third party sales and total production volumes for the major products in this segment for the thirteen weeks ended March 29, 1998, and March 30, 1997, are as follows:
Third Party Sales Total Production -------------------- ------------------- Thirteen weeks Thirteen weeks ended ended -------------------- ------------------- March 29, March 30, March 29, March 30, Products (in millions) 1998 1997 1998 1997 - -------------------------------- ---------- --------- --------- --------- Raw materials-cubic feet 138 146 -- -- Logs-cubic feet -- -- 126 275 Softwood lumber-board feet 1,131 1,136 987 993 Softwood plywood and veneer-square feet (3/8") 436 489 237 279 Composite panels- square feet (3/4") 145 143 127 123 Oriented strand board-square feet (3/8") 640 562 533 486 Hardwood lumber-board feet 86 90 87 85 Engineered wood products- lineal feet 32 27 -- -- Hardwood doors (thousands) 188 168 209 182
Pulp, Paper and Packaging First quarter operating earnings of $52 million compare favorably to 1997 first quarter earnings of $6 million before special items, due to improved performances by the paper, containerboard packaging and newsprint businesses. Although earnings are improved from last year, they are down compared to the previous quarter. Lower pricing, particularly in the pulp business, plus higher raw material costs, were the major factors in the quarter-to-quarter decrease. Segment results are also impacted by the ownership restructure of the North Pacific Paper Corporation (NORPAC) newsprint facility from a fully consolidated subsidiary to an equity affiliate in February 1998. Both operating earnings and sales reflect one month's operation. Net sales for the quarter were $1.1 billion, which are comparable to 1997 first quarter sales, but down slightly from 1997 fourth quarter sales of $1.2 billion. The decrease in pulp prices and the impact of the NORPAC restructure were somewhat offset by higher prices for containers. Third party sales and total production volumes for the major products in this segment for the thirteen weeks ended March 29, 1998, and March 30, 1997, are as follows:
Third Party Sales Total Production -------------------- ------------------- Thirteen weeks Thirteen weeks ended ended -------------------- ------------------- March 29, March 30, March 29, March 30, Products (in thousands) 1998 1997 1998 1997 - -------------------------------- ---------- --------- --------- --------- Pulp-air-dry metric tons 520 454 495 520 Paper-tons 266 304 289 284 Containerboard-tons 81 99 612 602 Packaging-MSF 10,927 10,953 11,531 11,465 Newsprint-metric tons 62 160 69 173 Paperboard-tons 59 59 64 49 Recycling-tons 616 550 954 929
Real Estate and Related Assets First quarter operating earnings for this segment were $25 million, compared to $6 million in first quarter 1997. Strong demand in the U.S. housing market and improved operating performance contributed to the quarter's results. Costs and Expenses Weyerhaeuser's costs of products sold of $1.8 billion is down slightly from 1997 first quarter costs of $1.9 billion. Costs of products sold, as a percentage of sales is 78% for the current quarter, compared to 79% in first quarter 1997. The decrease relates to operating efficiencies, lower production volumes for some product lines and a reduction of outside log purchases. Weyerhaeuser Company - -19- Depreciation, amortization and fee stumpage were down 8% from the 1997 first quarter and down 5% from the 1997 fourth quarter. Part of this decrease is attributable to the ownership restructure of our NORPAC subsidiary from a fully consolidated subsidiary to an equity affiliate. Non- cash charges of $49 million in the first quarter of 1997 relate to restructuring of the recycling business and closure of a corrugated medium machine. Total costs and expenses for the real estate and related assets segment were up 18% from the 1997 first quarter due to increased sales activity. Selling, general and administrative expenses are down as a result of the sale of the company's mortgage banking subsidiary in May 1997. Other income (expense) is an aggregation of both recurring and occasional income or expense items and, as a result, fluctuates from period to period. Excluding net special items of $10 million income as a result of a favorable tax decision and the sale of Shemin Nurseries in 1997, no individual income or (expense) items for the thirteen weeks ended March 29, 1998, and March 30, 1997, were significant in relation to net earnings. Liquidity and Capital Resources General The company is committed to the maintenance of a sound, conservative capital structure. This commitment is based upon two considerations: the obligation to protect the underlying interests of its shareholders and lenders and the desire to have access, at all times, to all major financial markets. The important elements of the policy governing the company's capital structure are as follows: . To view separately the capital structures of Weyerhaeuser Company, Weyerhaeuser Real Estate Company and related subsidiaries, given the very different nature of their assets and business activities. The amount of debt and equity associated with the capital structure of each will reflect the basic earnings capacity, real value and unique liquidity characteristics of the assets dedicated to that business. . The combination of maturing short-term debt and the structure of long- term debt will be managed judiciously to minimize liquidity risk. Operations Weyerhaeuser's net cash provided by operations was $36 million in the first quarter of 1998 compared to a use of $2 million in 1997. 1998 funds, before net changes in working capital, were provided by net income of $69 million along with $148 million from depreciation, amortization and fee stumpage. Working capital, net of the effects of the NORPAC ownership restructuring, required funds of $187 million in the quarter. Significant items were an increase of $101 million in inventories reflected in all product lines; and increases in accounts receivable of $42 million and prepaid expenses of $39 million. The product inventory turnover rate was 10.7 turns in the quarter, down slightly from the 10.9 turns in the first quarter of 1997; but a significant decline from the 12.1 turns in the fourth quarter of 1997. In the same quarter of 1997, working capital used funds of $220 million principally from increases of $80 million in inventories and $54 million in accounts receivable, along with a reduction of $72 million in accounts payable and accrued liabilities. Earnings before interest expense and income taxes plus non-cash charges for the quarter for the timberlands and wood products segment were $233 million, up from the $224 million in 1997 as a result of higher depreciation. The pulp, paper and packaging segment had $136 million in 1998 compared to $111 million in the prior year. This difference is attributable to several factors: (1) an operating profit this year against an operating loss last year, (2) a non-cash charge of $49 million in 1997 for facility closures, and (3) reduced depreciation this year due to NORPAC being included in consolidated results for only one month. Weyerhaeuser Company - -20- The net cash used by operations in the real estate and related assets segment in the current quarter was $41 million, primarily in working capital as accounts payable and accrued liabilities decreased by $48 million. In the previous year, cash used for operations was $72 million, primarily in working capital as $53 million was used for real estate and land purchases and development and $60 million was used in originations of mortgage notes held for sale. Investing Capital expenditures for the quarter were $85 million, down from the $129 million expended in the first quarter of 1997. The 1998 spending by segment was $42 million for timberlands and wood products, $40 million for the pulp, paper and packaging segment and $3 million for other segments. The company currently anticipates capital expenditures, excluding acquisitions, to approximate $750 million for the year. However, this expenditure level could increase or decrease as a consequence of future economic conditions. The cash needed to meet these and other company needs is generated from internal cash flow and short-term borrowing. The company also received net funds of $218 million from the restructuring of its equity position in NORPAC, and recognized a gain of $5 million on this transaction. Financing The company's debt position at the end of the quarter was relatively unchanged from the end of 1997. Cash provided by the sale of industrial revenue bonds and an increase in commercial paper borrowings was offset by payments on other debt. The company's debt to total capital ratio was 40% at the end of the quarter, down from 41.5% a year earlier. A reduction of $265 million in long-term debt from period to period accounted for this change. The increase in cash from financing activities in the 1997 first quarter was due primarily to an increase of $208 million in notes and commercial paper borrowings. The real estate and related assets segment utilized net cash inflows from intercompany and commercial paper borrowings to reduce long-term debt by $183 million in the quarter. During the first quarter of 1998, the company paid $80 million in cash dividends; the same amount paid in the 1997 first quarter. The company expended $42 million to purchase 924 thousand shares of its common stock during the quarter to complete the 11 million share repurchase program, which commenced in 1995. Market Risk of Financial Instruments The company has exposure to market risk including changes in interest rates and currency exchange rates. To manage the volatility relating to these exposures, the company has entered into limited derivative transactions to manage well-defined interest rate and foreign exchange risks. The company does not hold or issue derivative financial instruments for trading. The majority of the company's derivative instruments are "pay fixed, receive variable" interest rate swaps with highly rated counterparties in which the interest payments are calculated on a notional amount. The notional amounts do not represent amounts exchanged by the parties and, thus, are not a measure of exposure to the company through its use of derivatives. The company is exposed to credit-related gains or losses in the event of non-performance by counterparties to these financial instruments; however, the company does not expect any counterparties to fail to meet their obligations. Interest rate swaps are described as follows:
- -------------------------------------------------------------------------- Variable Rate at Dollar amount in millions March 29, 1998 - -------------------------------------------------------------------------- Notional Maturity Fixed Fair Value Amount Date Rate % % Based On of Swap(1) - -------------------------------------------------------------------------- $150 5/17/98 6.36 5.69 90 day LIBOR $ (0.1) 50 6/8/98(2) 5.54 5.69 90 day LIBOR -- 27 5/1/99 6.70 8.29 11.95% - Kenny index .4 75 12/6/99(3) 6.85 5.69 30 day LIBOR (2.6) - -------------------------------------------------------------------------- $302 $(2.3) - -------------------------------------------------------------------------- (1) The amount of the obligation under each swap is based on the assumption that such swap had terminated at the end of the fiscal period, and provides for the netting of amounts payable by and to the counterparty. In each case, the amount of such obligation is the net amount so determined. (2) Includes the value of an option, by the counterparty, to extend for one year at maturity date. (3) Includes the value of an option, by the counterparty, to extend for two years at maturity date.
Weyerhaeuser Company - -21- Environmental Matters Effective May 18, 1998, two populations of steelhead trout will be listed as threatened species under the Endangered Species Act (ESA), one in the Lower Columbia River and one in the Central Valley of California. Regulatory actions taken by the states of Washington, Oregon and California to protect habitat for these species may, in the future, result in restrictions on timber harvests and could affect forest management practices in such states, including company timberlands in Southwest Washington. Several additional species have been proposed to be listed as threatened or endangered under the ESA, including certain Chinook salmon, steelhead trout, chum salmon and sockeye salmon in parts of Washington, Oregon and California. A consequence of such future listings may be reductions in the sale and harvest of federal timberlands in the Pacific Northwest and California. Requirements to protect habitat for threatened and endangered species on non-federal timberlands has resulted, and may in the future result, in restrictions on timber harvests on some nonfederal timberlands in the Pacific Northwest, including some timberlands of the company, could affect future harvest and forest management practices in some of the company's timberlands, could increase operating costs, and could affect timber supply and prices in some regions. The company does not believe that such restrictions and effects will have a significant effect on the company's total harvest of timber in 1998 or 1999, although they may have such an effect in the future. Year 2000 Weyerhaeuser, like all other companies using computers and microprocessors, is faced with the task of addressing the Year 2000 problem over the next two years. The Year 2000 challenge arises from the nearly universal practice in the computer industry of using two digits rather than four digits to designate the calendar year (e.g., DD/MM/YY). This can lead to incorrect results when computer software performs arithmetic operations, comparisons or data field sorting involving years later than 1999. The company has embarked on a comprehensive approach to identify where this problem may occur in its information technology, manufacturing and facilities systems. The company plans to modify or replace its affected systems in a manner that will minimize any detrimental effects on operations, with a goal of correcting affected systems that will have a critical effect on its business operations by the end of 1998. While it is not possible, at present, to quantify the overall cost of this work, the company presently believes that it will not have a material effect on the company's current financial position or liquidity; however, in any given future reporting period such costs could have a material effect on results of operations. The company expects substantial costs to be incurred in the third and fourth quarters of 1998. Contingencies The company is a party to legal proceedings and environmental matters generally incidental to its business. Although the final outcome of any legal proceeding or environmental matter is subject to a great many variables and cannot be predicted with any degree of certainty, the company presently believes that the ultimate outcome resulting from these proceedings and matters 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. Part II. Other Information Item 1. 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. At the Cosmopolis, Washington, Columbus, Mississippi, and Flint River, Georgia, facilities, the state regulatory agencies agreed with the company's conclusions regarding the status of each facility. For the Cosmopolis facility, the Washington Department of Ecology agreed the changes made at the facility did not require PSD review. For the Columbus and Flint River facilities, the states concluded the original PSD permits issued to the facilities require updating. The company updated emissions data for the Columbus and Flint River facilities as part of the Title V permitting process. No penalties were assessed for the issues identified at Columbus and Flint River. Agreements resolving the alleged PSD issues have been reached with the states of Washington, Oklahoma and North Carolina, as noted below. No issues were identified at the company's Rothschild, Wisconsin, facility. In April 1995, EPA Region X issued a Notice of Violation (NOV) to the company and to North Pacific Paper Corporation (NORPAC), a joint venture in which the company currently has a 50 percent ownership interest. The NOV addresses alleged PSD violations at NORPAC's Longview, Washington, newsprint manufacturing facility. A settlement resolving alleged PSD issues at the Longview/NORPAC complex was reached with the State of Washington on January 26, 1996. On November 14, 1995, the company entered into a settlement with the State of Oklahoma to resolve alleged PSD violations at the company's Valliant, Oklahoma, containerboard manufacturing facility. The company also entered into Special Orders by Consent with the State of North Carolina to resolve alleged PSD issues at the New Bern, North Carolina, pulp mill and the Plymouth, North Weyerhaeuser Company - -22- Part II - -------------------------------------------------------------------------- Item 1. Legal Proceedings (continued) - -------------------------------------- Carolina, pulp and paper complex. A final decision is expected to be made by the Lane County Oregon Regional Air Pollution Control Authority concerning alleged PSD and permit violations at the company's Springfield, Oregon, containerboard manufacturing facility upon issuance of the facility's Title V permit in 1999. On October 2, 1996, the Wisconsin Department of Natural Resources (WDNR) conducted an inspection of a building demolition project at the company's Marshfield, Wisconsin facility. The WDNR noted several potential non- compliance issues in the work performed by the asbestos abatement subcontractor retained for the project. Upon learning of the issues observed by WDNR, the company removed the asbestos abatement subcontractor from the plantsite. The EPA Region V reviewed the work performed to evaluate whether an enforcement action should be brought against the asbestos abatement subcontractor, the general contractor, and/or the company. In April 1998, a criminal indictment was issued against the asbestos abatement subcontractor and certain of its employees. In November 1996, an action was filed against the company in Superior Court for King County, Washington, on behalf of a purported class of all individuals and entities that own property in the United States on which exterior hardboard siding manufactured by the company has been installed since 1980. The action alleges the company has manufactured and distributed defective hardboard siding and has breached express warranties and consumer protection statutes in its sale of hardboard siding. The action seeks compensatory damages, including prejudgment interest, and seeks damages for the cost of replacing siding that rots subsequent to the entry of any judgment. In January 1997, an action was filed, also in Superior Court for King County, Washington, on behalf of a purported class of all individuals, proprietorships, partnerships, corporations, and other business entities in the United States on whose homes, condominiums, apartment complexes or commercial buildings hardboard siding manufactured by the company has been installed. The action alleges the company has breached express and implied warranties in its sale of hardboard siding and also has violated the Consumer Protection Act of the State of Washington. The action seeks damages, prejudgment interest, costs and reasonable attorney fees. In December 1997, the two cases were consolidated for the purpose of discovery and resolution of the class certification issue. Also, in December 1997, the plaintiffs in the first of the two cases filed a motion to change the trial date and for leave to move for class certification. In January 1998, the court denied this motion. The first case was settled for approximately $11 thousand in March 1998. The second case was settled for approximately $4 thousand in April 1998. The company is a defendant in approximately sixteen other hardboard siding cases, two of which purport to be state-wide class actions on behalf of purchasers of single- or multi-family residences that contain the company's hardboard siding, one in Nebraska and one in Iowa. The Washington Department of Ecology has issued a NOV and a $40 thousand penalty because of an accidental spill of an estimated 8,700 gallons of crude sulfate turpentine in January 1997 at the company's pulp and paper operations in Longview. The penalty was paid. In March 1998, the company and the EPA reached agreement on a settlement of an EPA enforcement action relating to the January 1997 accident. Under the agreement, the company paid approximately $706 thousand, consisting of a $400 thousand penalty and approximately $306 thousand for a supplemental environmental project directed toward improving community emergency responses. The company is also a party to various proceedings relating to the clean-up of hazardous waste sites under the Comprehensive Environmental Response Compensation and Liability Act, commonly known as "Superfund," and similar state laws. The EPA and/or various state agencies have notified the company that it may be a potentially responsible party with respect to other hazardous waste sites as to which no proceedings have been instituted against the company. The company is also a party to other legal proceedings generally incidental to its business. Although the final outcome of any legal proceeding 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 the proceedings or matters discussed herein, or all of them combined, would not have a material effect on the company's current financial position, liquidity or results of operations; however, in any given future reporting period, such proceedings or matters could have a material effect on results of operations. Item 6. Exhibits and Reports on Form 8-K (a) None. (b) The registrant filed reports on Form 8-K dated January 23 and April 16, 1998, reporting information under Item 5, Other Events. Weyerhaeuser Company - -23- Exhibits Index - -------------------------------------------------------------------------- Exhibits: 3 - (ii) Bylaws 27 - Financial Data Schedule-Current Reporting Period 27 - Financial Data Schedule-Restated Prior Periods EX-3 2 BYLAWS OF WEYERHAEUSER COMPANY (as amended through April 21, 1998) ARTICLE I PRINCIPAL OFFICE ---------------- The principal office of this corporation, and its registered office in the State of Washington, is the Weyerhaeuser Headquarters Building, 33663 Weyerhaeuser Way South, Federal Way, Washington. The registered agent of the corporation is the Secretary of the corporation. ARTICLE II SHAREHOLDERS' MEETINGS ---------------------- 1. (a) The annual meeting of shareholders at which the Directors are elected shall be held at 9:00 a.m. on the third Tuesday in April at the registered office of the corporation, or at such other time or place within or without the State of Washington as may be designated by the Board of Directors, for the purpose of electing directors, and for the transaction only of such other business as is properly brought before the meeting, in accordance with these bylaws. (b) To be properly brought before the meeting, business must be of a nature that is appropriate for consideration at an annual meeting and must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (iii) otherwise properly brought before the meeting by a shareholder. In addition to any other applicable requirements, for business to be properly brought before the annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the corporation. To be timely, each such notice must be given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the corporation, not less than 90 days nor more than 120 days prior to the meeting; provided, however, that in the event that less than 100 days' notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made, whichever first occurs. Each such notice to the Secretary shall set forth as to each matter the shareholder proposes to bring before the annual meeting (w) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (x) the name and address of record of the 1 shareholder proposing such business, (y) the class or series and number of shares of the corporation which are owned by the shareholder, and (z) any material interest of the shareholder in such business. (c) Notwithstanding anything in these bylaws to the contrary, no business shall be transacted at the annual meeting except in accordance with the procedures set forth in this Section; provided, however, that nothing in this Section shall be deemed to preclude discussion by any shareholder of any business properly brought before the annual meeting, in accordance with these bylaws. 2. Special meetings of shareholders shall be held at such time and place as shall be stated in the notice of special meeting solely for such purpose or purposes as may be stated in the notice of said meeting. Except as otherwise specifically required by law and subject to the rights of the holders of any class or series of stock having a preference over the common shares as to dividends or upon liquidation, special meetings of shareholders may be called only by the Board of Directors pursuant to a resolution adopted by the affirmative vote of a majority of the entire Board of Directors (as defined in Section 1 of Article III). 3. The record date for the determination of shareholders entitled to notice of and to vote at each annual or special meeting of shareholders shall be the close of business on the eighth Friday preceding each such meeting, provided, however, that the Board of Directors may by resolution fix a different record date for any particular meeting of shareholders. 4. Every shareholder shall furnish in writing to the principal transfer agent, his post office address at which notice of shareholders' meetings and any other notices or communications pertaining to the corporation's affairs or business may be served upon or mailed to him; and every shareholder shall forthwith advise the principal transfer agent in writing of any change of address. ARTICLE III DIRECTORS --------- 1. The business and affairs of this corporation shall be managed under the direction of a Board of Directors consisting of not fewer than nine (9) nor more than thirteen (13) directors, the exact number to be determined from time to time by resolution adopted by the affirmative vote of a majority of the entire Board of Directors, each director to hold office until his successor shall have been elected and qualified. Whenever used in these bylaws, the phrase "entire Board of Directors" shall mean that number of directors fixed by the most recent resolution adopted pursuant to the preceding sentence prior to the date as of which a determination of the number of directors then constituting the entire Board of Directors shall be relevant for any purpose under these bylaws. Subject to the rights of holders of any class or series of stock having a preference over the common shares as to dividends or upon liquidation, nominations for the election of directors may be made by the Board of Directors or a committee appointed by the Board of Directors or by any shareholder entitled to vote generally in the election of directors. However, any shareholder entitled to vote generally in the election of directors may nominate one or more persons for election as directors at a meeting only if written notice of such shareholder's intent to make such nomination or nominations has been given, either by personal delivery or by United 2 States mail, postage prepaid, to the Secretary of the corporation not less than 50 days nor more than 75 days prior to the meeting; provided, however, that in the event that less than 60 days' notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of meeting was mailed or such public disclosure was made, whichever first occurs. Each such notice to the Secretary shall set forth: (i) the name and address of record of the shareholder who intends to make the nomination; (ii) a representation that the shareholder is a holder of record of shares of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) the name, age, business and residence addresses, and principal occupation or employment of each nominee; (iv) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; (v) such other information regarding each nominee proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; and (vi) the consent of each nominee to serve as a director of the corporation if so elected. The corporation may require any proposed nominee to furnish such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as a director of the corporation. The presiding officer of the meeting may, if the facts warrant, determine that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. 2. Meetings of the Board of Directors, regular or special, may be held at any place within or without the State of Washington. The times and places for holding meetings of the Board of Directors may be fixed from time to time by resolution of the Board of Directors or (unless contrary to a resolution of the Board of Directors) in the notice of the meeting. 3. The annual meeting of the Board of Directors may be held immediately following the adjournment of the annual meeting of shareholders at the place at which the annual meeting of shareholders is held or at such other time or place fixed by resolution of the Board of Directors. 4. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, the President or the Secretary or by any two or more directors. Notice of each special meeting of the Board shall, if mailed, be addressed to each director at the address designated by him for that purpose or, if none is designated, at his last known address and be mailed on or before the third day before the date on which the meeting is to be held; or such notice shall be sent to each director at such address by telegraph, cable, wireless, telex or other electronic means of transmission, or be delivered to him personally, not later than the day before the date on which such meeting is to be held. Every such notice shall state the time and place of the meeting but need not state the purposes of the meeting, except to the extent required by law. If mailed, each notice shall be deemed given when deposited, with postage thereon prepaid, in a post office or official depository under the exclusive care and custody of the United States Postal Service. Such mailing shall be by first class mail. 3 ARTICLE IV EXECUTIVE AND OTHER COMMITTEES ------------------------------ 1. (a) The Board of Directors may, by resolution passed by a majority of the whole Board, designate three or more of their number to constitute an Executive Committee, and shall include therein the Chairman of the Board. The Executive Committee, except to the extent limited in the aforesaid resolution or by law, shall have and exercise, in the interval between meetings of the Board of Directors, the authority and powers of the Board of Directors in the management of the business of the corporation. (b) Meetings of the Executive Committee may be held at any time and at any place upon call of the Chairman of the Board or the Secretary or any two members of the Committee. Notice, which need not state the purpose of the meeting, shall be given orally, in writing or by telegraph not less than twenty-four hours prior to the time of the holding of said meeting, except that if a meeting is held at a time and place fixed in a resolution of the Executive Committee or the Board of Directors, no notice shall be required. (c) Three of the members of the Executive Committee shall constitute a quorum for the transaction of business and the act of three of the members of the Executive Committee present at a meeting shall be the act of the Executive Committee. All action taken by the Executive Committee shall be reported to the next meeting of the Board of Directors, unless before such meeting a copy of said minutes shall have been given to each Director. 2. (a) The Board of Directors may, by resolution passed by a majority of the whole Board, define the powers, authority, and functions of, designate the number of members and name the Chairmen and other members of such other committees of the Board of Directors as the Board shall from time to time determine. (b) Meetings of such a committee may be had at any time and at any place upon call of the Chairman of the committee, the Chairman of the Board or any other two members of the committee. Notice, which need not state the purpose of the meeting, shall be given orally, in writing or by telegraph not less than twenty-four hours prior to the time of the holding of said meeting, except that if a meeting is held at a time and place fixed in a resolution of the Committee, or the Board of Directors, no notice shall be required. (c) Two of the members of such a committee shall constitute a quorum of the committee for the transaction of its business and the act of two of the members of the committee present at a meeting shall be the act of the committee. All action taken by such a committee shall be reported to the next meeting of the Board of Directors, unless before such meeting a copy of the minutes of the committee meeting shall have been given to each Director. 4 ARTICLE V OFFICERS -------- 1. The officers of this corporation shall include those elected by the Board of Directors and those appointed by the chief executive officer. The officers of this corporation to be elected by the Board of Directors shall be: a Chairman of the Board of Directors; a President; one or more Executive Vice Presidents; one or more Senior Vice Presidents; a Secretary; a Treasurer; a General Counsel; a Controller; and a Director of Taxes. The officers of this corporation which may from time to time be appointed by the chief executive officer shall be the Vice Presidents and such additional officers and assistant officers of this corporation as he may determine. 2. At its annual meeting the Board of Directors shall elect such of the officers of this corporation as are to be elected by it and each such officer shall hold office until the next such annual meeting or until a successor shall have been duly elected and qualified or until his death, resignation, retirement or removal by the Board of Directors. A vacancy in any such office may be filled for the unexpired portion of the term at any meeting of the Board of Directors. Such of the officers of this corporation as are appointed by the chief executive officer shall serve for such periods of time as he may determine or until a successor shall have been appointed or until his death, resignation, retirement or removal from office. 3. Any Director or officer may resign his office at any time. Such resignation shall be made in writing and delivered to and filed with the Secretary, except that a resignation of the Secretary shall be delivered to and filed with the chief executive officer. A resignation so made shall be effective upon its delivery unless some other time be fixed in the resignation, and then from the date so fixed. 4. The Board of Directors may appoint and remove at will such agents and committees as the business of the corporation shall require, each of whom shall exercise such powers and perform such duties as may from time to time be prescribed or assigned by the chief executive officer, the Board of Directors or by other provisions of these bylaws. ARTICLE VI POWERS AND DUTIES OF OFFICERS ----------------------------- 1. The Chairman of the Board of Directors shall, when present, preside at all meetings of the Board of Directors, the Executive Committee, and the shareholders. The Chairman shall advise with and assist the President in any possible way, and shall perform such duties as may be assigned to him by the Board or the President. 2. The President shall be the chief executive officer of the corporation and shall be vested with general authority and control of its affairs, and over the officers, agents and employees of the corporation, subject to the Board of Directors. He shall, in the absence of the Chairman of the Board, preside at all meetings of the Board of Directors, the Executive Committee and the shareholders, and shall perform all the duties devolving upon him by law as 5 the chief executive officer of the corporation. He shall from time to time report to the Board of Directors any information and recommendations concerning the business or affairs of the corporation which may be proper or needed, and shall see that all orders and resolutions of the Board of Directors are carried into effect, and shall perform such other duties and services, not inconsistent with law or these bylaws, as pertain to his office, or as are required by the Board of Directors. 3. (a) The Executive Vice Presidents, the Senior Vice Presidents and the Vice Presidents shall have and exercise such powers and discharge such duties as may from time to time be conferred upon and delegated to them respectively, by the chief executive officer, or by these bylaws, or by the Board of Directors. (b) In the absence of the chief executive officer or in the case of his inability to act, the President, or in the absence of the President or in the case of his inability to act, the most senior Executive Vice President present, or in the absence or inability to act of any Executive Vice President, the most senior Senior Vice President present, shall be vested with all the powers and shall perform all the duties of said chief executive officer during his absence or inability to act, or until his successor shall have been elected. 4. (a) The Treasurer shall attend to the collection, receipt and disbursement of all moneys belonging to the corporation. He shall have authority to endorse, on behalf of the corporation, all checks, notes, drafts, warrants and orders, and he shall have custody over all securities of the corporation. He shall have such additional powers and such other duties as he may from time to time be assigned or directed to perform by these bylaws or by the Board of Directors or by the chief executive officer. (b) The Assistant Treasurers, in the order of their seniority, shall have all of the powers and shall perform the duties of the Treasurer in case of the absence of the Treasurer or his inability to act, and shall have such other powers and duties as they may from time to time be assigned or directed to perform. 5. (a) The Secretary shall have the care and custody of the corporate and stock books and the corporate seal of the corporation. He shall attend all meetings of the shareholders, and, when possible, all meetings of the Board of Directors and of the Executive Committee, and shall record all votes and the minutes of all proceedings in books kept for that purpose. He shall sign such instruments in behalf of the corporation as he may be authorized by the Board of Directors or by law to do, and shall countersign, attest and affix the corporate seal to all certificates and instruments where such countersigning or such sealing and attestation are necessary to the true and proper execution thereof. He shall see that proper notice is given of all meetings of the shareholders of which notice is required to be given, and shall have such powers and duties as he may from time to time be assigned or directed to perform by these bylaws, by the Board of Directors or the chief executive officer. (b) The Assistant Secretaries, in the order of their seniority, shall have all of the powers and shall perform the duties of the Secretary in case of the absence of the Secretary or his inability to act, and shall have such other powers and duties as they may from time to time be assigned or directed to perform. 6 6. The General Counsel shall attend all meetings of the shareholders and, upon request, meetings of the Board of Directors and the Executive Committee of the corporation, and act as advisor thereof, and shall have general supervision of all legal matters of the corporation, and at all times be subject to the direction of the chief executive officer and the Board of Directors of the corporation. 7. (a) The Controller shall be the chief accounting officer of the corporation with authority over and custody of the financial and property books and records of the corporation. He shall maintain adequate records of all assets, liabilities and transactions of the corporation; and shall have such additional powers and duties as he may from time to time be assigned or directed to perform by these bylaws or by the Board of Directors or by the chief executive officer. (b) The Assistant Controllers, in the order of their seniority, shall have all of the powers and shall perform the duties of the Controller in case of the absence of the Controller or his inability to act, and shall have such other powers and duties as they may from time to time be assigned or directed to perform. ARTICLE VII CERTIFICATES OF STOCK --------------------- 1. All certificates of stock shall be in such form as shall be approved by the Board of Directors, shall be numbered in the order of their issue, shall be dated, shall be signed by the Chairman of the Board, the President, an Executive Vice President, a Senior Vice President, or a Vice President, and by the Secretary or an Assistant Secretary, provided, that where any such certificate is manually countersigned by a Registrar, other than the corporation or its employee, the signatures of the Chairman of the Board, President, Executive Vice President, Senior Vice President, Vice President, Secretary, or Assistant Secretary, and the Transfer Agent upon such certificates may be facsimiles. In case any officer or officers who shall have signed or whose facsimile signature or signatures shall have been used on any such certificate or certificates shall cease to be such officer or officers of the corporation, whether because of death, resignation, or otherwise, before such certificate or certificates shall have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered by the corporation as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures were used thereon had not ceased to be such officer or officers of the corporation. 2. The corporation shall, if and whenever the Board of Directors so determines, maintain one or more transfer offices each in charge of a Transfer Agent designated by the Board of Directors where the shares of the corporation shall be directly transferable; and likewise, one or more registration offices each in charge of a Registrar designated by the Board of Directors where such certificates shall be registered. One person or corporation may be designated as both Transfer Agent and Registrar. When any such transfer and registration office or offices are maintained and the Transfer Agent or Agents and Registrar or Registrars shall have been designated for such office or offices, no certificate for shares of the corporation shall be valid unless countersigned by a Transfer Agent so designated and by a Registrar so designated. 7 3. Except as otherwise provided in the articles of incorporation or a resolution of the Board of Directors of this corporation, transfer of fractional shares shall not be made upon the records or books of the corporation, nor shall certificates for fractional shares be issued by the corporation. 4. The corporation may issue a new certificate in place of any certificate theretofore issued by it alleged to have been lost or destroyed. The Board of Directors shall require the owner of the lost, destroyed or mutilated certificate, or his legal representative, to give the corporation a bond in such sum and with such surety or sureties as it may direct, to indemnify the corporation against any claim that shall be made against it on account of the alleged loss or destruction of such certificate. 5. The Board of Directors may make such additional rules and regulations, not contrary to law or these bylaws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the corporation. ARTICLE VIII CONTRACTS --------- The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or to execute and deliver any instrument in the name and on behalf of the corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors or by these bylaws, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or undertaking, or to pledge its credit or to render it liable for any purpose or on any account. ARTICLE IX FISCAL YEAR ----------- The fiscal year of this corporation shall be the period beginning with the opening of business on the first Monday following the last Sunday of the preceding fiscal year, and ending with the close of business for the last Sunday of the following December. 8 ARTICLE X CORPORATE SEAL -------------- The corporate seal shall be the one of which an impression is affixed in the left hand margin hereof, bearing the words: "WEYERHAEUSER COMPANY CORPORATE SEAL STATE OF WASHINGTON" ARTICLE XI NOTICES AND WAIVERS ------------------- 1. Whenever notice is required under these bylaws or by statute, and such notice is given by mail, the time of giving such notice shall be deemed to be the time when the same is placed in the United States mail, postage prepaid, and addressed to the party to be notified, at his last known address. 2. Any shareholder, officer, director or member of the Executive Committee may waive at any time any notice required to be given under these bylaws, either by separate writing or directly upon the face of the records. ARTICLE XII INDEMNIFICATION --------------- 1. This corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, officer or employee, or who is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan against judgments, penalties, fines, settlements and reasonable expenses actually incurred by the person in connection with such action, suit or proceeding to the fullest extent and in the manner set forth in and permitted by the Business Corporation Act of the State of Washington, and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which the person may be entitled apart from the foregoing provisions. For purposes of this Article "director, officer or employee" shall include persons who hold such positions in this corporation or in a wholly owned subsidiary, or hold, at the written request of an officer of this corporation, an equivalent position in another enterprise. The rights granted by this Article shall apply whether or not the person continues to be a director, officer or employee at the time liability or expense is incurred. 9 2. This corporation shall have power to the fullest extent permitted by the Business Corporation Act of the State of Washington to purchase and maintain insurance on behalf of any person who is, or was, a director, officer, employee or agent of this corporation or is or was serving at the request of this corporation as on officer, director, employee or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan against any liability asserted against him or incurred by him in any such capacity or arising out of his status as such, whether or not this corporation would have the power to indemnify the person against such liability under the provisions of Section 1 of this Article XII or under the Business Corporation Act of the State of Washington or any other provision of law. ARTICLE XIII 1. These bylaws may be altered, amended or repealed or new bylaws enacted by the affirmative vote of a majority of the entire Board of Directors (if notice of the proposed alteration or amendment is contained in the notice of the meeting at which such vote is taken or if all directors are present) or at any regular meeting of the shareholders (or at any special meeting thereof duly called for that purpose) by the affirmative vote of a majority of the shares represented and entitled to vote at such meeting (if notice of the proposed alteration or amendment is contained in the notice of such meeting). 2. Notwithstanding anything contained in Section 1 of this Article XIII to the contrary, either (i) the affirmative vote of the holders of at least 80% of the votes entitled to be cast by the holders of all shares of the corporation entitled to vote generally in the election of directors, voting together as a single class, or (ii) the affirmative vote of a majority of the entire Board of Directors with the concurring vote of a majority of the Continuing Directors, voting separately and as a subclass of directors, shall be required to alter, amend or repeal, or adopt any provision inconsistent with, Sections 1 and 2 of Article II, Section 1 of Article III, Article XII and this Section 2 of this Article XIII. For purposes of this Article XIII, the term "Continuing Director" shall mean any member of the Board of Directors who was a member of the Board of Directors on August 13, 1985 or who is elected to the Board of Directors after August 13, 1985 upon the recommendation of a majority of the Continuing Directors, voting separately and as a subclass of directors on such recommendation. 10 EX-27 3
5 1,000,000 3-MOS DEC-27-1998 MAR-29-1998 31 0 978 0 1,053 2,344 6,342 0 12,582 1,350 4,338 0 0 258 4,362 12,582 2,603 2,603 2,039 2,039 185 1 72 135 50 85 0 0 0 85 0.43 0.43 Receivables are stated net of allowances. Property, plant and equipment is stated net of accumulated depreciation.
EX-27 4
5 1,000,000 6-MOS YEAR 6-MOS 3-MOS YEAR DEC-28-1997 DEC-29-1996 DEC-29-1996 DEC-29-1996 DEC-31-1995 JUN-29-1997 DEC-29-1996 JUN-30-1996 MAR-31-1996 DEC-31-1995 39 71 86 79 84 0 0 0 0 0 1,073 1,017 1,131 1,116 1,084 0 16 0 0 16 950 1,001 971 1,092 960 2,270 2,225 2,360 2,391 2,235 6,848 12,153 6,652 6,677 11,617 0 5,146 0 0 4,900 13,001 13,596 13,774 13,715 13,253 1,286 1,483 1,401 1,369 1,603 4,695 5,083 5,534 5,457 4,736 0 0 0 0 0 0 0 0 0 0 258 258 258 258 258 4,325 4,346 4,300 4,266 4,228 13,001 13,596 13,774 13,715 13,253 5,517 11,114 5,491 2,605 11,788 5,517 11,114 5,491 2,605 11,788 4,289 8,336 4,111 1,903 8,197 4,289 8,336 4,111 1,903 8,197 467 779 378 186 1,074 1 2 2 1 4 156 319 158 75 315 205 720 383 222 1,244 75 257 138 80 445 130 463 245 142 799 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 130 463 245 142 799 .66 2.34 1.24 .72 3.93 .65 2.33 1.23 .71 3.92 Receivables are stated net of allowances. Property, plant and equipment is stated net of accumulated depreciation.
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