10-K 1 d10k.htm FORM 10-K Form 10-K
Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 10-K

 


 

x  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 25, 2005

 

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

 

91-0470860

(IRS Employer Identification No.)

 

FEDERAL WAY, WASHINGTON 98063-9777 TELEPHONE (253) 924-2345

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

 

Title of Each Class


 

Name of Each Exchange on Which Registered:


Common Shares ($1.25 par value)

  Chicago Stock Exchange
New York Stock Exchange
Pacific Stock Exchange

Exchangeable Shares (no par value)

  Toronto Stock Exchange

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  x  Yes    ¨  No.

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  ¨  Yes    x  No.

 

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.  x  Yes    ¨  No.

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨.

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

 

Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer  ¨

 

Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b-2 of the Act). ¨  Yes    x  No.

 

As of June 24, 2005, 242,848,231 shares of the registrant’s common stock ($1.25 par value) were outstanding and the aggregate market value of the registrant’s voting shares held by non-affiliates was approximately $15,811,848,320.

 

As of January 27, 2006, 243,255,926 shares of the registrant’s common stock ($1.25 par value) were outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the Notice of 2006 Annual Meeting of Shareholders and Proxy Statement for the company’s Annual Meeting of Shareholders to be held April 20, 2006, are incorporated by reference into Part II and III.

 

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TABLE OF CONTENTS

 

Part I    Page No.
Item 1.   Business    3, 5-13
Item 1A.   Risk Factors    4-5
Item 1B.   Unresolved Staff Comments    5
Item 2.   Properties    13-15
Item 3.   Legal Proceedings    15
Item 4.   Submission of Matters to a Vote of Security Holders    15
Part II         
Item 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities    16
Item 6.   Selected Financial Data    18-20
Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations    21-41
Item 7A.   Quantitative and Qualitative Disclosures About Market Risk    42
Item 8.   Financial Statements and Supplementary Data    46-91
Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure    91
Item 9A.   Controls and Procedures    44-45,
91-92
Item 9B.   Other Information    92
Part III         
Item 10.   Directors and Executive Officers of the Registrant    92-95
Item 11.   Executive Compensation    95
Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters    95
Item 13.   Certain Relationships and Related Transactions    95
Item 14.   Principal Accounting Fees and Services    95
Part IV         
Item 15.   Exhibits and Financial Statement Schedules    95-97
    Signatures    98
    Report of Independent Registered Public Accounting Firm on Financial Statement Schedule    99
   

Schedule II – Valuation and Qualifying Accounts

   100

 

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DESCRIPTION OF THE BUSINESS OF THE COMPANY

 

Weyerhaeuser Company (the company) was incorporated in the state of Washington in January 1900 as Weyerhaeuser Timber Company. It is principally engaged in the growing and harvesting of timber; the manufacture, distribution and sale of forest products; and real estate development and construction. Its business segments are:

 

Ÿ   Timberlands, which includes logs, chips and timber.

 

Ÿ   Wood Products, which includes softwood lumber, plywood, veneer, composite panels, oriented strand board (OSB), hardwood lumber, engineered lumber, raw materials and building materials distribution.

 

Ÿ   Cellulose Fiber and White Papers, which includes pulp, paper and liquid packaging board.

 

Ÿ   Containerboard, Packaging and Recycling.

 

Ÿ   Real Estate and Related Assets.

 

Ÿ   Corporate and Other.

 

Throughout this document, the term “company” refers to Weyerhaeuser Company and all of its majority-owned domestic and foreign subsidiaries and variable interest entities of which Weyerhaeuser Company or its subsidiaries are determined to be the primary beneficiary. The term “Weyerhaeuser” refers to the forest products-based operations and excludes the Real Estate and Related Assets operations.

 

The company has approximately 49,900 employees, of whom 48,300 are employed by Weyerhaeuser, and of this number, approximately 21,000 are covered by collective bargaining agreements, which generally are negotiated on a multi-year basis. Approximately 1,600 of the company’s employees are involved in the activities of its Real Estate and Related Assets segment.

 

The major markets, both domestic and foreign, in which Weyerhaeuser sells its products are highly competitive, with numerous strong sellers competing in each. Many of Weyerhaeuser’s products also compete with substitutes for wood and wood fiber products. The company’s subsidiaries in the Real Estate and Related Assets segment operate in highly competitive markets, competing with numerous regional and national firms in real estate development and construction and other real estate related activities. The company competes in its markets primarily through price, product quality and service levels.

 

In recent years, the company has grown substantially through acquisitions with the purchases of MacMillan Bloedel in 1999, Trus Joist International (Trus Joist) in 2000, and Willamette Industries, Inc. (Willamette) in 2002.

 

In 2005, the company’s sales from continuing operations to customers outside the United States totaled $3.7 billion (including exports of $1.8 billion from the United States, $1.2 billion of Canadian export and domestic sales and $0.7 billion of other foreign sales), or 16 percent of total consolidated sales and revenues, compared with 17 percent in 2004. All sales to customers outside the United States are subject to risks related to international trade and to political, economic and other factors that vary from country to country.

 

Financial information with respect to industry segments and geographical areas is included in Notes 25 and 26 of Notes to Consolidated Financial Statements in “Financial Statements and Supplementary Data” below.

 

AVAILABLE INFORMATION

 

The company is subject to the information reporting requirements of the Securities Exchange Act of 1934 (the Exchange Act) and the company files periodic reports, proxy statements and other information with the Securities and Exchange Commission (SEC) relating to the company’s business, financial results and other matters. The reports, proxy statements and other information the company files may be inspected and copied at prescribed rates at the SEC’s Public Reference Room at 100 F Street NE, Washington, D.C. 20549. You may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site that contains reports, proxy statements and other information regarding issuers like the company that file electronically with the SEC. The address of the SEC’s internet site is www.sec.gov. The company also posts its reports, proxy statements and other information that are transmitted electronically to the SEC on the company’s internet site as soon as reasonably practicable after such material is filed with, or furnished to, the SEC and such information is available free of charge. The company’s internet site is www.weyerhaeuser.com.

 

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RISK FACTORS

 

Investing in the company’s securities involves risks. The risks and uncertainties described below are not the only ones the company faces.

 

Strategic Review

The company has been undertaking a strategic review of its asset portfolio. Facilities that do not represent a long-term strategic fit for the company, or that cannot achieve top-quartile performance without significant capital investments, are being assessed for closure or sale. The company’s strategic review has resulted in the sale and closure of several company facilities during 2005 and may result in additional dispositions or closures of company assets in 2006. The impact of these changes in the company’s asset portfolio may result in changes to future company operations that may affect the market price of the company’s securities.

 

Reduction in Credit Rating on Company Debt Securities

The actions taken by the company as a result of its ongoing strategic review of its asset portfolio may affect the credit rating on the company’s debt securities. Credit rating agencies may from time to time change their ratings on the company’s securities as a result of the company’s operating results or actions the company takes or as a result of a change in the views of the credit rating agencies regarding, among other things, the general outlook for the company’s industry or the economy. There can be no assurance that Standard & Poor’s and Moody’s or other rating agencies will not reduce their ratings of the company’s securities or securities that the company may issue in the future or place any of those securities on a so-called “watch list” for possible future downgrading. Any of these events would likely increase the company’s costs of financing and have an adverse effect on the market price of the company’s securities. The credit ratings accorded to the company’s securities are not recommendations to purchase, hold or sell those securities, inasmuch as those ratings do not comment as to the market price or suitability for particular investors.

 

Share Repurchase

On October 21, 2005, the company announced a program to repurchase 18 million shares of its outstanding common stock. See “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.” The company’s repurchase of its common stock may affect the future market price of the company’s securities.

 

Adverse Effects on Company Operating Results

Historically, the company’s operating results have been affected by a variety of market conditions that influence demand and pricing for the company’s products. Certain factors, such as the health of the economy, the level of interest rates and the strength of the U.S. dollar, are cyclical in nature. Other factors, such as a trend toward electronic substitution for paper, may represent fundamental changes in the marketplace for the company’s products. In addition, the company’s operating results may be adversely affected by increases in raw material, chemicals, energy and transportation costs. See “Economic and Industry Factors Affecting Operations” and “Critical Accounting Policies — Long-Lived Assets and Goodwill” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

Adverse Decision in Paragon Trade Brands Bankruptcy Proceedings

In 1999, the Equity Committee (Committee) in the Paragon Trade Brands, Inc. (Paragon), bankruptcy proceeding commenced an adversary proceeding against the company in U.S. Bankruptcy Court for the Northern District of Georgia asserting the company breached certain warranties in agreements between Paragon and the company connected with Paragon’s public offering of common stock in February 1993. The Committee sought to recover damages sustained by Paragon in two patent infringement cases, one brought by Procter & Gamble and the other by Kimberly-Clark. In June 2002, the Bankruptcy Court held the company liable for breaches of warranty. In the second quarter of 2005, the Bankruptcy Court imposed damages of approximately $470 million. The company appealed the liability and damages determinations to the U.S. District Court for the Northern District of Georgia and posted a bond of $500 million. The company has not established a reserve for this matter because, based upon the information currently available to the company, including management’s belief that an adverse result is not probable because the company will prevail on appeal, management believes the requirements of Statement of Financial Accounting Standards No. 5, Accounting for Contingencies (Statement 5), for establishing a reserve in this matter have not been met. However, there is no guarantee that management will not determine in the future that a charge for all or a portion

 

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of any damage award is required. Any such charge could materially and adversely affect the company’s results of operations for the quarter or the year in which such a charge may be recognized.

 

Adverse Verdict in Alder Log Antitrust Cases

In December 2000, a lawsuit was filed against the company in U.S. District Court in Oregon (the Initial Alder Case) alleging that from 1996 to the present, the company had monopoly power or attempted to gain monopoly power in the Pacific Northwest market for alder logs and finished alder lumber. A jury verdict of trebled damages of $79 million was appealed to the U.S. Court of Appeals for the Ninth Circuit where the decision was upheld. In September 2005, the company asked for discretionary review of the Initial Alder Case by the U.S. Supreme Court. In November 2005, the U.S. Supreme Court asked the Solicitor General to express the opinions of the United States on whether to accept review.

 

In January 2005, the company received a copy of a “complaint in equity” filed in U.S. District Court in Oregon to set aside the judgment in the Initial Alder Case on behalf of a plaintiff who did not prevail in the trial. It alleged a fraud was committed on the court and requested judgment against the plaintiff be vacated and a new trial set on plaintiff’s claim of monopolization of the alder sawlog market. Trebled damages of $20 million are alleged. The U.S. District Court stayed this matter until the U.S. Supreme Court takes final action in the Initial Alder Case. The company denies the allegations in the complaint and intends to vigorously defend the matter.

 

In June 2003, Washington Alder filed an antitrust lawsuit against the company in U.S. District Court in Oregon alleging monopolization of the alder log and lumber markets and seeking trebled damages of $36 million and divestiture of the company’s Northwest Hardwoods Division and alder sawmills in Oregon, Washington and British Columbia. A jury verdict of trebled damages of $16 million was appealed to the U.S. Court of Appeals for the Ninth Circuit. After oral argument in November 2005, the matter was stayed pending a final disposition by the U.S. Supreme Court of the Initial Alder Case.

 

In 2004, the company settled similar lawsuits filed against the company by five hardwood mill owners in the U.S. District Court in Oregon.

 

In April 2004, a civil class action antitrust lawsuit was filed against the company in U.S. District Court in Oregon claiming that as a result of the company’s alleged monopolization of the alder sawlog market in the Pacific Northwest as determined in the Initial Alder Case, the company monopolized the market for finished alder and charged monopoly prices for finished alder lumber. In December 2004, the Judge issued an order certifying the plaintiff as a class representative for all U.S. purchasers of finished alder lumber between April 28, 2000, and March 31, 2004, for purposes of awarding monetary damages. The company disagrees with the allegations in the lawsuit and intends to continue vigorously defending the case. In February 2005, class counsel notified the court that approximately 5 percent of the class members opted out of the class action lawsuit. The company has no litigation pending with any entity that has opted out of the class, but it is possible that entities that have opted out may file lawsuits against the company in the future. The case was stayed in the fourth quarter of 2005 pending the U.S. Supreme Court entering a final opinion in the Initial Alder Case.

 

As of December 25, 2005, the company has a reserve of $95 million related to the alder cases. While the company believes the reserve established for the alder antitrust litigation is adequate, the company is unable to estimate what additional charges, if any, may be required in the future because of the uncertainties surrounding the litigation process.

 

UNRESOLVED STAFF COMMENTS

 

There are no unresolved comments that were received from the SEC staff relating to the company’s periodic or current reports under the Securities Exchange Act of 1934.

 

BUSINESS SEGMENTS

 

TIMBERLANDS

Weyerhaeuser is engaged in the management of 5.7 million acres of company-owned and 0.7 million acres of leased commercial forestland in North America (4.2 million acres in the southern United States and 2.2 million acres in the Pacific Northwest and Canada), most of it highly productive and located extremely well to serve both domestic and international markets. Weyerhaeuser also has renewable, long-term licenses on 27.6 million acres of forestland located in five provinces throughout Canada. The aggregate standing timber inventory on Weyerhaeuser’s North American lands is approximately

 

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335 million cunits (a cunit is 100 cubic feet of solid wood). The relationship between cubic measurement and the quantity of end products that may be produced from timber varies according to the species, size and quality of timber, and will change through time as the mix of these variables changes. The end products are generally measured in board feet for lumber and square feet for panel products. To sustain the timber supply from its fee timberlands, Weyerhaeuser is engaged in extensive planting, suppression of nonmerchantable species, precommercial and commercial thinning, fertilization, and operational pruning, all of which increase the yield from its fee timberland acreage.

 

Weyerhaeuser also manages forestlands in the Southern Hemisphere. The results of these international operations are included in the Corporate and Other segment.

 

    Millions of
Cunits


   Thousands of Acres at December 25, 2005

Geographic Area


  Inventory

   Fee
Ownership


  

Long-Term

Leases


  

License

Arrangements


   Total

United States

                       

West

                  63    2,237          2,237

South

  50    3,429    745       4,174
   
  

Total United States

  113    5,666    745       6,411
   
  

Canada

                       

Alberta

  79          5,309    5,309

British Columbia

  10          2,565    2,565

New Brunswick

  1          177    177

Ontario

  50    1       7,334    7,335

Saskatchewan

  82          12,214    12,214
   
  

Total Canada

  222    1       27,599    27,600
   
  

Subtotal North America

  335    5,667    745    27,599    34,011

International (1)(2)

  4    213    13    76    302
   
  

Total

  339    5,880    758    27,675    34,313
   
  
    Thousands of Acres   

Millions of

Seedlings

Planted

   Thousands of Acres
2005 Activity   Harvested (3)    Planted (4)       Stocking
Control
   Fertilization

United States

                       

West

  48.3    51.0    21.9    9.6    61.8

South

  157.5    130.0    58.3    2.5    377.4
   

Total United States

  205.8    181.0    80.2    12.1    439.2
   

Canada

                       

Alberta

  23.3    14.1    7.8    21.4   

British Columbia

  14.9    10.2    6.0    1.8   

New Brunswick

  4.2    0.1    0.1    1.7   

Ontario

  31.9    10.4    5.2    2.4   

Saskatchewan

  51.1    20.6    8.6    1.2   
   

Total Canada

  125.4    55.4    27.7    28.5   
   

International (1)(2)

  4.8    3.6    1.4    9.6    1.9
   

Total

  336.0    240.0    109.3    50.2    441.1
   

 

(1) International represents timberlands outside of North America, the activities of which are reported in the Corporate and Other segment.
(2) Includes Weyerhaeuser percentage ownership of timberlands owned and managed through joint ventures.
(3) Includes 1,200 acres of right-of-way and other harvest that does not require planting.
(4) Represents acres planted with seedlings. In Canada, natural regeneration is also used to reforest areas that have been harvested.

 

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Net Sales (1):   2005      2004      2003      2002      2001
In millions of dollars                                          

To unaffiliated customers:

                                         

Logs

  $ 761      $ 822      $ 730      $ 657      $ 519

Other products

    286        280        264        273        220
   
    $ 1,047      $ 1,102      $ 994      $ 930      $ 739
   

Intersegment sales

  $ 1,794      $ 1,622      $ 1,605      $ 1,545      $ 1,242
   
Sales Volumes (1):   2005      2004      2003      2002      2001
In thousands                                          

Logs – cunits

    3,552        3,920        4,125        3,600        2,745
Selected Published Product Prices:   2005      2004      2003      2002      2001

Export logs (#2 sawlog-bark on) – $/MBF

                                         

Coastal – Douglas fir – Longview

  $ 780      $ 780      $ 707      $ 697      $ 757

Coastal – Hemlock

    439        386        354        416        398

 

(1) Reflects the acquisition of Willamette in February 2002 and the divestiture of the company’s B.C. coastal operations in May 2005.

 

WOOD PRODUCTS

Weyerhaeuser’s wood products businesses produce and sell softwood lumber, plywood, veneer, composite panels, OSB, hardwood lumber, and engineered lumber products. These products are sold primarily through Weyerhaeuser’s own sales organizations and building materials distribution business. The raw materials required to produce these products are purchased from third parties or transferred at market price from Weyerhaeuser’s Timberlands segment. Building materials, including products not produced by Weyerhaeuser, are sold to wholesalers, retailers and industrial users.

 

Net Sales (1):   2005      2004      2003      2002      2001
In millions of dollars                                          

Softwood lumber

  $ 3,624      $ 3,915      $ 3,281      $ 3,186      $ 2,751

Plywood

    735        929        784        700        519

Veneer

    44        44        39        34        21

Composite panels

    497        501        393        379        162

Oriented strand board

    1,164        1,390        1,109        649        579

Hardwood lumber

    390        365        350        333        318

Engineered I-Joists

    756        678        540        486        485

Engineered solid section

    896        734        564        500        488

Logs

    62        125        105        253        227

Other products

    1,227        1,162        1,020        1,027        912
   
    $ 9,395      $ 9,843      $ 8,185      $ 7,547      $ 6,462
   
Sales Volumes (1):   2005      2004      2003      2002      2001
In millions                                          

Softwood lumber – board feet

    8,650        8,890        8,981        8,623        7,351

Plywood – square feet (3/8”)

    2,180        2,629        2,665        2,685        1,891

Veneer – square feet (3/8”)

    231        225        239        218        151

Composite panels – square feet (3/4”)

    1,229        1,234        1,162        1,092        331

Oriented strand board – square feet (3/8”)

    3,948        4,213        4,361        4,205        3,738

Hardwood lumber – board feet

    427        417        435        435        420

Engineered I-Joists – lineal feet

    484        496        447        400        373

Engineered solid section – cubic feet

    38        37        32        28        25

Logs – cunits (in thousands)

    451        934        799        1,657        1,575

 

(1) Reflects the acquisition of Willamette in February 2002 and the divestiture of the company’s B.C. coastal operations in May 2005.

 

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Selected Published Product Prices:   2005      2004      2003      2002      2001

Lumber (common) – $/MBF

                                         

2x4 Douglas fir (kiln dried)

  $ 406      $ 459      $ 347      $ 328      $ 334

2x4 Douglas fir (green)

    355        406        307        289        297

2x4 Southern yellow pine (kiln dried)

    421        387        330        302        325

2x4 Spruce-pine-fir (kiln dried)

    322        361        242        236        250

Plywood (1/2” CDX) – $/MSF

                                         

West

    386        448        367        287        294

South

    353        403        335        248        263

Oriented strand board (7/16”-24/16”)

                                         

North Central price – $/MSF

    323        374        295        160        160

 

CELLULOSE FIBER AND WHITE PAPERS

Weyerhaeuser’s cellulose fiber and white papers businesses produce papergrade, absorbent, dissolving and specialty grades of pulp that are marketed worldwide; coated and uncoated papers and business forms that are marketed through Weyerhaeuser’s own sales force into multiple channels to market; and liquid packaging board used primarily in the production of containers designed to hold liquid products.

 

In addition, Weyerhaeuser has a 50 percent interest in North Pacific Paper Corporation (NORPAC), a joint venture that owns a newsprint manufacturing facility in Washington state.

 

Net Sales (1):   2005      2004      2003      2002      2001
In millions of dollars                                          

Pulp

  $ 1,482      $ 1,471      $ 1,305      $ 1,196      $ 1,134

Paper

    2,417        2,226        2,182        2,163        1,037

Coated groundwood

    180        156        140        126        148

Liquid packaging board

    203        208        198        179        198

Other products

    54        54        26        19        19
   
    $ 4,336      $ 4,115      $ 3,851      $ 3,683      $ 2,536
   
Sales Volumes (1):   2005      2004      2003      2002      2001
In thousands                                          

Pulp – air-dry metric tons

    2,502        2,558        2,479        2,378        2,113

Paper – tons (2)

    2,996        2,876        2,822        2,742        1,301

Coated groundwood – tons

    232        243        234        210        206

Liquid packaging board – tons

    258        276        256        229        243

Paper converting – tons

    1,964        1,839        1,847        1,823        831
Selected Published Product Prices:   2005      2004      2003      2002      2001
Per ton                                          

Pulp – NBKP-air-dry metric-U.S.

  $ 646      $ 640      $ 553      $ 488      $ 547

Paper – uncoated free sheet-U.S.

    709        658        622        658        695

 

(1) Reflects the acquisition of Willamette in February 2002.
(2) Paper sales include unprocessed rolls and converted paper volumes.

 

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CONTAINERBOARD, PACKAGING AND RECYCLING

Weyerhaeuser’s containerboard, packaging and recycling businesses produce linerboard, corrugating medium and kraft paper, industrial and agricultural packaging, inks, printing plates, graphics packaging, single-face and pre-print products, retail packaging displays, and paper bags and sacks. These products are sold to domestic and foreign customers through Weyerhaeuser’s own sales force and agents. The segment also operates an extensive wastepaper collection system supplying company mills and worldwide customers.

 

Net Sales (1):   2005      2004      2003      2002      2001
In millions of dollars               

Containerboard

  $ 395      $ 368      $ 304      $ 350      $ 346

Packaging

    3,710        3,584        3,544        3,466        2,471

Recycling

    352        347        247        229        212

Kraft bags and sacks

    83        80        80        75       

Other products

    167        156        147        92        67
   
    $ 4,707      $ 4,535      $ 4,322      $ 4,212      $ 3,096
   
Sales Volumes (1):   2005      2004      2003      2002      2001
In thousands               

Containerboard – tons

    1,046        1,001        890        983        883

Packaging – MSF

    73,631        72,885        72,741        70,330        48,870

Recycling – tons

    2,728        2,694        2,290        2,292        2,837

Kraft bags and sacks – tons

    89        95        100        93       
Selected Published Product Prices:   2005      2004      2003      2002      2001

Per ton

              

Linerboard – 42 lb.-Eastern U.S.

  $ 414      $ 411      $ 366      $ 383      $ 424

Recycling – old corrugated containers

    70        80        61        60        40

Recycling – old newsprint

    55        57        40        36        25

 

(1) Reflects the acquisition of Willamette in February 2002.

 

REAL ESTATE AND RELATED ASSETS

The Real Estate and Related Assets segment includes Weyerhaeuser Real Estate Company (WRECO), a wholly-owned subsidiary, and the company’s other real estate related activities. WRECO is primarily engaged in developing single-family housing and residential lots for sale, including development of master-planned communities. Operations are concentrated mainly in selected metropolitan areas in California, Maryland, Nevada, Oregon, Texas, Virginia, and Washington. Additionally, WRECO is an investor and investment manager for institutional investors in residential real estate.

 

Revenue:   2005      2004      2003      2002      2001  
In millions of dollars                 
    $ 2,915      $ 2,495      $ 2,029      $ 1,750      $ 1,461  
Single-family Unit Statistics:   2005      2004      2003      2002      2001  

Homes sold

    5,685        5,375        5,005        4,374        3,868  

Homes closed

    5,647        5,264        4,626        4,280        3,651  

Homes sold but not closed

    2,410        2,372        2,261        1,882        1,788  

Gross margin (%)

    32.8 %      29.7 %      25.7 %      24.2 %      23.1 %

 

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CORPORATE AND OTHER

Corporate and Other includes marine transportation (Westwood Shipping Lines, a wholly-owned subsidiary), distribution and converting facilities located outside North America, and general corporate support activities.

 

The following international operations are included in Corporate and Other:

 

Ÿ   Weyerhaeuser, through its wholly-owned subsidiary Weyerhaeuser New Zealand Inc., owns a 51 percent financial interest and has a 50 percent voting interest in Nelson Forests Joint Venture, a New Zealand joint venture located on the northern end of the South Island. The joint venture assets consist of 148,000 acres of Crown Forest License cutting rights, 39,000 acres of freehold land and the Kaituna sawmill, with a capacity of 21 million board feet. Weyerhaeuser is responsible for the management and marketing activities of this joint venture. In February 2006, the company announced its intent to sell its New Zealand assets.

 

Ÿ   Weyerhaeuser, through its wholly-owned subsidiary Weyerhaeuser Australia Pty. Ltd., owns a 70 percent interest in Pine Solutions, Australia’s largest softwood timber distributor, and two sawmills with a combined production capacity of 162 million board feet of lumber.

 

Ÿ   Weyerhaeuser, through its wholly-owned subsidiary Weyerhaeuser Forestlands International, is a 50 percent owner and managing general partner in RII Weyerhaeuser World Timberfund, L.P. (WTF), a limited partnership, which makes investments outside the United States. In Australia, WTF owns 56,200 acres of freehold land; leases 3,000 acres of radiata pine plantations; and owns two softwood lumber mills with a capacity of 115 million board feet, a lumber treating operation, a pine moulding plant and remanufacturing plant, a chip export business and a 30 percent interest in Pine Solutions. This partnership also owns a Uruguayan venture, Colonvade, S.A., which owns 245,000 acres of radiata pine and eucalyptus tree plantations.

 

Ÿ   Weyerhaeuser, through its wholly-owned subsidiary Southern Cone Timber Investors Holding Company, LLC, is a 50 percent owner and manager of Southern Cone Timber Investors Limited, a joint venture which holds as its principal assets 68,000 acres of intensively managed radiata pine and eucalyptus tree plantations in Uruguay.

 

Ÿ   Weyerhaeuser, through its wholly-owned subsidiary, Weyerhaeuser Uruguay, owns 8,500 acres of timberland and 10,000 acres of softwood cutting rights in Uruguay, and will focus on land and plantation forests and provide international marketing activities on behalf of Weyerhaeuser’s joint ventures in Uruguay.

 

Ÿ   Weyerhaeuser, through its wholly-owned subsidiary, Weyerhaeuser Brazil S.A., is a 67 percent owner and manager of Aracruz Produtos de Madeira, a hardwood sawmill with a capacity of 23 million board feet. The sawmill produces high-value eucalyptus lumber and related appearance wood products.

 

Ÿ   Weyerhaeuser owns one composite panel facility in Ireland with a production capacity of 234 million square feet (3/4” basis) of medium-density fiberboard.

 

Net Sales (1):    2005      2004      2003      2002      2001
In millions of dollars                                           
     $ 600      $ 575      $ 492      $ 399      $ 251

 

(1) Reflects the acquisition of Willamette Industries in February 2002.

 

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NATURAL RESOURCE AND ENVIRONMENTAL MATTERS

 

Growing and harvesting timber is subject to numerous laws and government policies to protect the environment, nontimber resources such as wildlife and water, and other social values. Changes in those laws and policies can significantly affect local or regional timber harvest levels and market values of timber-based raw materials.

 

In the United States, a number of fish and wildlife species that inhabit geographic areas near or within company timberlands have been listed as threatened or endangered under the federal Endangered Species Act (ESA) or similar state laws. Federal ESA listings include the northern spotted owl, marbled murrelet, a number of salmon species, bull trout and steelhead trout in the Pacific Northwest and the red-cockaded woodpecker, gopher tortoise and American burying beetle in the Southeast. Listings of additional species or populations may result from pending or future citizen petitions or be initiated by federal or state agencies. Federal and state requirements to protect habitat for threatened and endangered species have resulted in restrictions on timber harvest on some timberlands, including some timberlands of Weyerhaeuser. Additional listings of fish and wildlife species as endangered, threatened or sensitive under the ESA and similar state laws as well as regulatory actions taken by federal or state agencies to protect habitat for these species may, in the future, result in additional restrictions on timber harvests and other forest management practices, could increase operating costs, and could affect timber supply and prices.

 

In the United States, federal, state and local regulations protecting water quality and wetlands also could affect future harvest and forest management practices on some of Weyerhaeuser’s timberlands. Forest practice acts in some states in the United States increasingly affect present or future harvest and forest management activities. For example, in some states, these acts limit the size of clearcuts, require some timber to be left unharvested to protect water quality and fish and wildlife habitat, regulate construction and maintenance of forest roads, require reforestation following timber harvest, and contain procedures for state agencies to review and approve proposed forest practice activities. Some states and some local governments regulate certain forest practices through various permit programs. Each state in which Weyerhaeuser owns timberlands has developed best management practices to reduce the effects of forest practices on water quality and aquatic habitats. Additional and more stringent regulations may be adopted by various state and local governments to achieve water-quality standards under the federal Clean Water Act, protect fish and wildlife habitats, or achieve other public policy objectives.

 

Weyerhaeuser operates under the Sustainable Forestry Initiative®, a certification standard designed to supplement government regulatory programs with voluntary landowner initiatives to further protect certain public resources and values. The Sustainable Forestry Initiative® is an independent standard, overseen by a governing board consisting of conservation organizations, academia, the forest industry, and large and small forest landowners. Compliance with the Sustainable Forestry Initiative® may result in some increases in operating costs and curtailment of timber harvests in some areas.

 

The regulatory and nonregulatory forest management programs described above have increased operating costs, resulted in changes in the value of timber and logs from the company’s timberlands, and contributed to increases in the prices paid for wood products and wood chips during periods of high demand. These kinds of programs can also make it more difficult to respond to rapid changes in markets, extreme weather or other unexpected circumstances. One additional effect may be further reductions in usage of, and some substitution of other products for, lumber and plywood. Weyerhaeuser does not believe that these kinds of programs have had, or in 2006 will have, a significant effect on the company’s total harvest of timber in the United States or any major U.S. region, although they may have such an effect in the future. Further, Weyerhaeuser does not expect to be disproportionately affected by these programs as compared with typical owners of comparable timberlands. Likewise, management expects that these programs will not significantly disrupt Weyerhaeuser’s planned operations over large areas or for extended periods.

 

Weyerhaeuser’s forest operations in Canada are carried out on public forestlands under forest licenses. All forest operations are subject to forest practices and environmental regulations, and operations under licenses also are subject to contractual requirements between the company and the relevant province designed to protect environmental and other social values. In Canada, the federal Species at Risk Act (SARA) was enacted in 2002. SARA enacted protective measures for species identified as being at risk and for critical habitat. To date, SARA has not had a significant effect on Weyerhaeuser’s operations; however, it is anticipated that SARA will over time result in some additional restrictions on timber harvests and other forest management practices and increase some operating costs for operators of forestlands in Canada. For these reasons, SARA is expected to affect timber supply and prices in the future.

 

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Weyerhaeuser participates in the Canadian Standards Association Sustainable Forest Management System standard, a voluntary certification system that further protects certain public resources and values. Compliance with this standard will result in some increases in operating costs and curtailment of timber harvests in some areas in Canada.

 

Many of the Canadian forestlands also are subject to the constitutionally protected treaty or common-law rights of the aboriginal peoples of Canada. Most of B.C. is not covered by treaties and, as a result, the claims of B.C.’s aboriginal peoples relating to forest resources are largely unresolved, although many aboriginal groups are actively engaged in treaty discussions with the governments of B.C. and Canada. Final or interim resolution of claims brought by aboriginal groups are expected to result in additional restrictions on the sale or harvest of timber and may increase operating costs and affect timber supply and prices in Canada. The company believes that such claims will not have a significant effect on Weyerhaeuser’s total harvest of timber or production of forest products in 2006, although they may have such an effect in the future.

 

The company also is subject to federal, state and provincial, and local pollution controls with regard to air, water and land; solid and hazardous waste management, disposal and remediation laws and regulations in all areas in which it has operations; as well as market demands with respect to chemical content of some products and use of recycled fiber. Compliance with these laws, regulations and demands usually involves capital expenditures as well as additional operating costs. The company cannot easily quantify future amounts of capital expenditures required to comply with these laws, regulations and demands, or the effects on operating costs, because in some instances, compliance standards have not been developed or have not become final or definitive. In addition, compliance with standards frequently serves other purposes such as extension of facility life, increase in capacity, changes in raw material requirements, or increase in economic value of assets or products. While it is difficult to isolate the environmental component of most manufacturing capital projects, Weyerhaeuser estimates that capital expenditures for environmental compliance were approximately $31 million in 2005 (4 percent of total capital expenditures, excluding acquisitions and Real Estate and Related Assets). Based on its understanding of current regulatory requirements in the United States and Canada, Weyerhaeuser expects that capital expenditures for environmental compliance will be approximately $42 million in 2006 (5 percent of expected total capital expenditures, excluding acquisitions and Real Estate and Related Assets).

 

Weyerhaeuser is involved in the environmental investigation or remediation of numerous sites. Some of the sites are on property presently or formerly owned by the company where the company has the sole obligation to remediate the site or shares that obligation with one or more parties; others are third-party sites involving several parties who have a joint and several obligation to remediate the site; and some are superfund sites where the company has been named as a potentially responsible party. The company’s liability with respect to these sites ranges from insignificant at some sites to substantial at others, depending on the quantity, toxicity and nature of materials deposited by the company at the site and, with respect to some sites, the number and economic viability of the other responsible parties.

 

The company spent approximately $14 million in 2005, and expects to spend approximately $14 million in 2006, on environmental remediation of these sites. It is the company’s policy to accrue for environmental remediation costs when it is determined that it is probable that such an obligation exists and the amount of the obligation can be reasonably estimated. Based on currently available information, the company believes that it is reasonably possible that costs associated with all identified sites may exceed current accruals of $29 million by amounts that may prove insignificant or that could range, in the aggregate, up to approximately $70 million over several years. This estimate of the upper end of the range of reasonably possible additional costs is much less certain than the estimates upon which accruals are currently based and uses assumptions less favorable to the company among the range of reasonably possible outcomes.

 

The United States Environmental Protection Agency (U.S. EPA) has promulgated regulations dealing with air emissions from pulp and paper manufacturing facilities, including regulations on hazardous air pollutants that require use of maximum achievable control technology (MACT) and controls for pollutants that contribute to smog and haze. The U.S. EPA has also adopted MACT standards for air emissions from wood products facilities and industrial boilers. The company anticipates that it might spend as much as $30 million over the next few years to comply with the MACT standards. The company cannot quantify future capital requirements needed to comply with new regulations being developed by the U.S. EPA or Canadian environmental agencies because final rules have not been promulgated. However, at this time the company anticipates that compliance with the new regulations will not result in capital expenditures in any year that are material in relation to the company’s annual capital expenditures.

 

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The American Forest & Paper Association has made a commitment on behalf of all association members of the association to reduce greenhouse gas emissions intensity by 2012. The company also is actively participating in negotiations between the Forest Products Association of Canada and Natural Resources Canada to define industry obligations for complying with Canada’s national plan for reducing greenhouse gas emissions over the next several years. The company cannot estimate what expenditures may ultimately be required to contribute to these commitments but does not expect significant expenditures in 2006. During 2005, the company continued its work with international, national and regional policy makers in their efforts to develop technically sound and economically viable policies, practices and procedures for measuring, reporting and managing greenhouse gas emissions.

 

The U.S. EPA has repealed the regulations promulgated in 2000 that would have required states to develop total maximum daily load (TMDL) allocations for pollutants in water bodies determined to be water-quality-impaired. However, states continue to promulgate TMDL requirements. The state TMDL requirements may set limits on pollutants that may be discharged to a body of water or set additional requirements, such as best management practices for nonpoint sources, including timberland operations, to reduce the amounts of pollutants. It is not possible to estimate the capital expenditures that may be required for the company to meet pollution allocations across the various proposed state TMDL programs until a specific TMDL is promulgated.

 

PROPERTIES

 

TIMBERLANDS

Timberlands annual fee depletion, which reflects the acquisition of Willamette in February 2002, and the disposition of the company’s B.C. Coastal operations in May 2005, follows:

 

Production:   2005      2004      2003      2002      2001
In thousands                                

Fee depletion – cunits

  8,730      9,013      9,428      9,358      7,662

 

WOOD PRODUCTS

Production capacities, facilities and annual production, which reflect the acquisition of Willamette in February 2002, and the disposition of the company’s B.C. Coastal operations in May 2005, are summarized by major product as follows:

 

Production:  

Production

Capacity

    

Number

of

Facilities

     2005      2004      2003      2002      2001
In millions                                              

Softwood lumber – board feet

  7,050      36      6,986      7,187      7,113      6,831      5,335

Plywood – square feet (3/8”) (1)

  1,030      6      1,155      1,628      1,708      1,776      818

Veneer – square feet (3/8”) (1)(2)

  1,920      10      1,979      2,386      2,199      2,187      1,050

Composite panels – square feet (3/4”)

  1,170      6      1,080      1,066      988      864      93

Oriented strand board – square feet (3/8”)

  4,260      9      4,078      4,081      4,170      4,020      3,443

Hardwood lumber – board feet

  350      8      364      349      373      372      373

Engineered I-Joists – lineal feet (3)

  540      7      483      504      437      409      398

Engineered solid section – cubic feet (3)

  45      14      41      42      34      32      32

 

(1) All Weyerhaeuser plywood facilities also produce veneer.
(2) Veneer production represents lathe production and includes volumes that are further processed into plywood and engineered lumber products by company mills.
(3) All Weyerhaeuser engineered I-Joist facilities also produce engineered solid section.

 

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Principal manufacturing facilities are located as follows:

 

Lumber, plywood and veneer

Alabama, Arkansas, Louisiana, Mississippi, North Carolina, Oklahoma, Oregon, Washington; Alberta, British Columbia, Ontario and Saskatchewan, Canada

 

Composite panels

Arkansas, Louisiana, Oregon and South Carolina

 

OSB

Louisiana, Michigan, North Carolina, West Virginia; Alberta, New Brunswick, Ontario and Saskatchewan, Canada

 

Engineered lumber

Alabama, California, Georgia, Kentucky, Louisiana, Minnesota, Ohio, Oregon, West Virginia; Alberta, British Columbia and Ontario, Canada

 

Hardwood lumber

Michigan, Oregon, Washington, Wisconsin; and British Columbia, Canada

 

CELLULOSE FIBER AND WHITE PAPERS

Production capacities, facilities and annual production, which reflect the acquisition of Willamette in February 2002, are summarized by major product as follows:

Production:   Production
Capacity
     Number
of
Facilities
     2005      2004      2003      2002      2001
In thousands                                              

Pulp – air-dry metric tons

  2,790      12      2,502      2,546      2,522      2,281      2,140

Paper – tons (1)

  3,110      8      3,060      3,006      2,833      2,611      1,244

Coated groundwood – tons

  240      1      234      240      239      210      211

Liquid packaging board – tons

  260      1      264      266      261      227      240

Paper converting – tons

  2,040      17      1,950      1,838      1,785      1,766      777

 

(1) Paper production includes unprocessed rolls and converted paper volumes.

 

Principal manufacturing facilities are located as follows:

 

Pulp

Georgia, Kentucky, Mississippi, North Carolina, South Carolina and Washington; Alberta, British Columbia, Ontario and Saskatchewan, Canada

 

Paper

Kentucky, North Carolina, Pennsylvania, South Carolina, Tennessee, and Wisconsin; Ontario and Saskatchewan, Canada

 

Coated groundwood

Mississippi

 

Liquid packaging board

Washington

 

Paper converting

California, Georgia, Indiana, Kentucky, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, and Wisconsin; Ontario and Saskatchewan, Canada

 

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CONTAINERBOARD, PACKAGING AND RECYCLING

Production capacities, facilities and annual production, which reflect the acquisition of Willamette in February 2002, are summarized by major product as follows:

 

Production:   Production
Capacity
     Number
of
Facilities
     2005      2004      2003      2002      2001
In thousands                                              

Containerboard – tons (1)

  6,600      10      6,268      6,291      6,003      6,004      3,699

Packaging – MSF

  102,700      86      78,089      77,822      77,830      75,100      51,646

Recycling – tons (2)

  N/A      19      6,743      6,718      6,216      6,092      4,726

Kraft bags and sacks – tons

  160      4      88      94      98      93     

 

(1) Containerboard production represents machine production and includes volumes that are further processed into packaging and kraft bags and sacks by company facilities.
(2) Recycling production includes volumes processed in Weyerhaeuser recycling facilities that are consumed by company facilities and brokered volumes.

 

Principal manufacturing facilities are located as follows:

 

Containerboard

Alabama, California, Iowa, Kentucky, Louisiana, North Carolina, Oklahoma and Oregon; Xalapa, Mexico

 

Packaging

Alabama, Arizona, Arkansas, California, Colorado, Florida, Georgia, Hawaii, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maryland, Michigan, Minnesota, Mississippi, Missouri, Nebraska, New Jersey, New York, North Carolina, Ohio, Oklahoma, Oregon, Tennessee, Texas, Virginia, Washington and Wisconsin; Silao, Ixtac, Mexico City and Monterrey, Mexico

 

Specialty packaging

California, Georgia, Illinois, Indiana, Kentucky, North Carolina, Ohio and Oregon

 

Recycling

Arizona, California, Colorado, Illinois, Iowa, Kansas, Maryland, Minnesota, Nebraska, North Carolina, Oregon, Tennessee, Texas, Utah, Virginia and Washington

 

Kraft bags and sacks

California, Missouri, Oregon, and Texas

 

REAL ESTATE AND RELATED ASSETS

Real estate operations are located as follows:

 

Single-family housing and land development

California, Maryland, Nevada, Oregon, Texas, Virginia and Washington

 

Real estate investment offices

Arizona, California, Colorado, Illinois, Nevada, Virginia, and Washington

 

LEGAL PROCEEDINGS

 

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 15 of Notes to Consolidated Financial Statements in “Financial Statements and Supplementary Data” below for a summary of legal proceedings.

 

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

There were no matters submitted to a vote of security holders during the fourth quarter of the fiscal year ended December 25, 2005.

 

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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND

ISSUER PURCHASES OF EQUITY SECURITIES

 

The company’s common stock trades on the following exchanges under the symbol WY: New York Stock Exchange, Chicago Stock Exchange and Pacific Stock Exchange. Exchangeable shares of the company trade on the Toronto Stock Exchange under the symbol WYL. At December 25, 2005, there were approximately 12,151 holders of record of common shares and 1,227 holders of record of exchangeable shares of the company. Dividends per share data and the range of closing market prices for the company’s common stock for each of the four quarters in 2005 and 2004 are included in Note 27 of Notes to Consolidated Financial Statements in “Financial Statements and Supplementary Data” below.

 

Following is information about securities authorized for issuance under the company’s equity compensation plans:

 

   

Number of

Securities to be

Issued Upon

Exercise of

Outstanding

Options, Warrants

and Rights

(A)

  

Weighted

Average Exercise

Price of

Outstanding

Options, Warrants

and Rights

(B)

  

Number of

Securities

Remaining Available

For Future Issuance

Under Equity

Compensation Plans

(excluding

Securities Reflected

in Column (A))

(C)

Equity compensation plans approved by security holders

  15,778,413    $ 58.19    13,621,881

Equity compensation plans not approved by security holders

  N/A      N/A    N/A

Total

  15,778,413    $ 58.19    13,621,881

 

Following is information about common stock repurchases during fourth quarter 2005:

 

   

Total Number

of Shares

(or Units)

Purchased

(A)

  

Average Price

Paid Per

Share (or Unit)

(B)

  

Total Number of

Shares (or Units)

Purchased as Part of

Publicly Announced

Plans or Programs

(C)

  

Maximum Number (or

Approximate Dollar

Value) of Shares (or

Units) that may yet be

Purchased Under the

Plans or Programs

(D)

September 26 – October 30

       N/A        

October 31 – November 27

  173,800    $ 61.38    173,800     

November 28 – December 25

       N/A        

Total

  173,800    $ 61.38    173,800    17,826,200

 

On October 21, 2005, the company announced a stock repurchase program under which it is authorized to repurchase up to 18 million shares of common stock. No expiration date for the program has been set.

 

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SELECTED FINANCIAL DATA

 

Dollar amounts in millions, except per-share figures

 

Per Share   2005     2004     2003     2002     2001  

Basic earnings from continuing operations before effect of accounting changes

  $ 2.38     5.33     1.37     1.02     1.64  

Basic earnings from discontinued operations

    0.62     0.12     (0.07 )   0.07     (0.03 )

Effect of accounting changes

            (0.05 )(3)        
   
 

Basic net earnings

  $ 3.00     5.45     1.25     1.09     1.61  
   
 

Diluted earnings from continuing operations before effect of accounting changes

  $ 2.36     5.31     1.37     1.02     1.64  

Diluted earnings from discontinued operations

    0.62     0.12     (0.07 )   0.07     (0.03 )

Effect of accounting changes

            (0.05 )(3)        
   
 

Diluted net earnings

  $ 2.98     5.43     1.25     1.09     1.61  
   
 

Dividends paid

  $ 1.90     1.60     1.60     1.60     1.60  

Shareholders’ interest (end of year)

  $ 39.97     38.17     31.95     29.93     30.45  
Financial Position   2005     2004     2003     2002     2001  

Total assets:

                               

Weyerhaeuser

  $ 25,322     27,482     26,595     26,347     16,276  

Real Estate and Related Assets

    2,907     2,472     2,004     1,970     2,017  
   
 
    $ 28,229     29,954     28,599     28,317     18,293  
   
 

Long-term debt (net of current portion):

                               

Weyerhaeuser:

                               

Long-term debt

  $ 7,404     9,277     11,503     11,907     5,095  

Capital lease obligations

    64     86     3     1      
   
 
    $ 7,468     9,363     11,506     11,908     5,095  
   
 

Real Estate and Related Assets:

                               

Long-term debt

  $ 601     853     870     745     522  
   


Shareholders’ interest

  $ 9,800     9,255     7,109     6,623     6,695  

Percent earned on average shareholders’ interest

    7.7 %   15.7 %   4.0 %   3.6 %   5.2 %
Operating Results   2005     2004     2003     2002     2001  

Net sales and revenues:

                               

Weyerhaeuser

  $ 19,714     19,436     17,220     16,086     12,462  

Real Estate and Related Assets

    2,915     2,495     2,029     1,750     1,461  
   


    $ 22,629     21,931     19,249     17,836     13,923  
   


Earnings from continuing operations before effect of accounting changes:

                               

Weyerhaeuser

  $ 124     879     58     13     186  

Real Estate and Related Assets

    458     376     245     211     174  
   


      582     1,255     303     224     360  

Earnings from discontinued operations

    151     28     (15 )   17     (6 )

Effect of accounting changes

            (11 )(3)        
   


Net earnings

  $ 733(1 )   1,283(2 )   277(3 )   241(4 )   354(5 )
   


Statistics (unaudited)   2005     2004     2003     2002     2001  

Number of employees

    49,887     53,646     55,162     56,787     44,843  

Salaries and wages

  $ 2,943     3,043     3,071     2,928     2,296  

Employee benefits

  $ 814     857     795     689     483  

Total taxes

  $ 724     1,087     567     528     486  

Timberlands (thousands of acres):

                               

U.S. and Canadian fee ownership

    5,667     6,379     6,677     7,159     5,935  

U.S. and Canadian long-term leases

    745     779     788     802     514  

Long-term license arrangements in Canada

    27,599     30,435     29,862     34,715     32,605  

Number of shareholder accounts at year-end:

                               

Common

    12,151     12,819     13,726     14,551     16,127  

Exchangeable

    1,227     1,320     1,388     1,450     1,573  

Weighted average shares outstanding (thousands)

    244,447     235,453     221,595     220,927     219,644  

 

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2000     1999     1998     1997     1996     1995  

 

3.50

 

  2.99     1.48     1.72     2.34     3.93  
0.22                      
    (0.43 )(7)                


3.72     2.56     1.48     1.72     2.34     3.93  


 

3.50

 

  2.98     1.47     1.72     2.33     3.92  
0.22                      
    (0.43 )(7)                


3.72     2.55     1.47     1.72     2.33     3.92  


1.60     1.60     1.60     1.60     1.60     1.50  
31.17     30.54     22.74     23.30     23.21     22.57  
2000     1999     1998     1997     1996     1995  
                                 
16,139     16,400     10,934     11,071     10,968     10,359  
2,035     1,939     1,900     2,004     2,628     2,894  


18,174     18,339     12,834     13,075     13,596     13,253  


                                 
                                 
3,953     3,945     3,397     3,483     3,546     2,983  
2     1     2     2     2     2  


3,955     3,946     3,399     3,485     3,548     2,985  


                                 
200     357     580     682     814     1,608  


6,832     7,173     4,526     4,649     4,604     4,486  
12.0 %   9.0 %   6.4 %   7.4 %   10.2 %   18.2 %
2000     1999     1998     1997     1996     1995  
                                 
13,784     11,544     10,050     10,611     10,568     11,318  
1,377     1,236     1,192     1,093     1,009     919  


15,161     12,780     11,242     11,704     11,577     12,237  


                           
627     495     214     271     434     981  
164     121     80     71     29     (182)  


791     616     294     342     463     799  
49                      
    (89 )(7)                


840(6)     527(7)     294(8)     342(9)     463     799(10)  


2000     1999     1998     1997     1996     1995  
47,244     44,770     36,309     35,778     39,020     39,558  
2,260     1,895     1,695     1,706     1,781     1,779  
500     392     351     355     370     408  
826     579     437     478     557     736  
                                 
5,938     5,914     5,099     5,171     5,326     5,302  
521     495     241     237     229     171  
31,648     32,786     27,002     23,715     22,863     22,866  
                                 
17,437     18,732     19,559     20,981     22,528     23,446  
1,736     1,590                  
225,419     205,599     198,914     198,967     198,318     203,525  

 

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(1) 2005 results reflect charges of $840 million less related tax effects of $280 million, or $560 million, for the closure of facilities, impairment of assets, early extinguishment of debt, and litigation charges. 2005 results also reflect benefits of $335 million less related tax effects of $48 million, or $287 million, from the sale of operations and investments, recognition of a deferred gain on the significant sale of nonstrategic timberlands, and a change to begin capitalizing Weyerhaeuser interest on excess qualifying real estate assets. 2005 results also include net income tax expense of $23 million related to repatriation of foreign dividends and changes in income tax laws.
(2) 2004 results reflect charges of $243 million less related tax effects of $83 million, or $160 million, for the early extinguishment of debt, impairment of assets, change in the method of estimating workers’ compensation liabilities, the net book value of technology donated to a university, closure of facilities, litigation charges, and integration and restructuring activities. 2004 results also reflect benefits of $387 million less related tax effects of $132 million, or $255 million, for the significant sale of nonstrategic timberlands in Georgia, sales of facilities, a tenure reallocation agreement with the British Columbia government, and a reduction in the reserve for hardboard siding claims.
(3) 2003 results reflect charges of $379 million less related tax effects of $130 million, or $249 million, for the sale or closure of facilities, integration and restructuring activities, terminating the MacMillan Bloedel pension plan for salaried employees in the United States, litigation charges, and the cumulative effect of a change in an accounting principle. 2003 results also reflect benefits of $230 million less related tax effects of $88 million, or $142 million, for the significant sales of nonstrategic timberlands in western Washington, Tennessee and the Carolinas and a gain on the settlement of an insurance claim.
(4) 2002 results reflect charges of $249 million less related tax effects of $86 million, or $163 million, for the closure of facilities, integration of acquisitions, terminating the MacMillan Bloedel pension plan for salaried employees in the United States, business interruption costs, and the write-off of debt issuance costs. 2002 results also reflect benefits of $164 million less related tax effects of $57 million, or $107 million, for the reversal of countervailing and anti-dumping accruals and the significant sale of nonstrategic timberlands in western Washington.
(5) 2001 results reflect charges of $157 million less related tax effects of $59 million, or $98 million, for the closure of facilities and integration of acquisitions, costs associated with streamlining internal support services, and costs of transitioning to a new shipping fleet. 2001 results also reflect tax benefits of $29 million.
(6) 2000 results reflect charges of $205 million less related tax effects of $76 million, or $129 million, for settlement of hardboard siding claims, closure of facilities, integration of acquisitions, and costs associated with streamlining internal support services.
(7) 1999 results reflect charges of $276 million less related tax effects of $102 million, or $174 million, for the cumulative effect of a change in an accounting principle, impairment of long-lived assets to be disposed of, closure costs related to acquisitions and Year 2000 remediation.
(8) 1998 results reflect charges of $67 million less related tax effects of $25 million, or $42 million, for closure of facilities.
(9) 1997 results reflect net charges of $13 million less related tax effects of $4 million, or $9 million, for closure and restructuring charges, net of gains on the sale of businesses.
(10) 1995 results reflect a charge for disposal of certain real estate assets of $290 million less related tax effect of $106 million, or $184 million.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

 

 

ECONOMIC AND INDUSTRY FACTORS AFFECTING OPERATIONS

 

Historically, the company’s operating results have been affected by a variety of market conditions that influence demand and pricing for the company’s products. Certain factors, such as the health of the economy and the strength of the U.S. dollar, are cyclical in nature. The global economy, which affects the demand for a number of the company’s products, continued to grow at a healthy pace in 2005. Despite a large and growing trade deficit, the U.S. dollar appreciated through much of the year. A stronger U.S. dollar makes it more difficult for U.S. manufactured goods to compete with international suppliers. Other factors, such as the surge in containerboard capacity in Asia and a trend toward electronic substitution for paper, may represent fundamental changes in the marketplace for the company’s products. Finally, higher energy prices and increased transportation costs, due in part to hurricanes Katrina and Rita, resulted in lower profit margins for many of the company’s operations in 2005.

 

Market pulp demand growth slowed in 2005, consistent with little growth in printing and writing paper production in North America, Europe and Japan. Industry pulp prices were relatively flat compared to 2004. Approximately 35 percent of the company’s pulp production is based in Canada. As a result, the appreciation of the Canadian dollar relative to the U.S. dollar adversely affected the competitiveness of these mills.

 

Uncoated free sheet (UCFS) demand in North America fell approximately 4 percent in 2005. UCFS use continues to be negatively affected by the substitution of electronic technologies and competition from other paper grades in commercial printing. On average, industry UCFS prices were up in 2005 versus 2004, but margins were eroded by higher production costs, especially energy. The challenging situation led several North American companies, including Weyerhaeuser, to announce plant closures in 2005.

 

Industry box shipments increased slightly in 2005. Growth in industrial production of non-durable goods, the primary factor affecting demand for boxes, slowed in 2005 due to the stronger U.S. dollar, which eroded the competitive position of U.S. manufacturing. Because the industry’s containerboard capacity has been decreasing for several years, the industry’s operating rate remained near 95 percent. Thus, despite slow growth in demand, average industry prices for 2005 were near 2004 levels.

 

Housing sales and starts increased in 2005 due to an economic and interest rate environment that continued to be favorable. The company’s real estate business operates in some of the stronger housing markets in the United States, such as Southern California, Las Vegas and the Washington D.C. area. Both the number of single-family home sales closed and the average selling price realized by the company’s real estate business increased in 2005.

 

As a result of the strong housing market and remodeling activity, North American demand for lumber and structural panel products remained very high in 2005. The growth in manufacturing capacity, especially for lumber, coupled with improvements in rail transportation resulted in downward pressure on product prices in 2005 compared to 2004 levels.

 

The company’s Canadian lumber and OSB operations were negatively affected by the strong Canadian dollar relative to the U.S. dollar. The U.S./Canadian lumber trade dispute has not been resolved. Duties continued in 2005 for Canadian companies selling lumber into the United States. However, anti-dumping duties paid by the company decreased in 2005, partially due to lower sales resulting from the divestiture of the B.C. Coastal operations. The ongoing nature of the dispute and the multiple venues at which the cases are being heard leave uncertain the fate of the accumulated deposits.

 

The timberlands business was positively affected by the strength in wood products production. Western timber prices benefited from strong lumber demand in the western U.S. markets and steady demand for log exports to Japan. Southern timber prices benefited from tight supply conditions caused by weather and market-related factors.

 

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RESULTS OF OPERATIONS

 

The term “company” refers to Weyerhaeuser Company and all of its majority-owned domestic and foreign subsidiaries and variable interest entities of which Weyerhaeuser Company or its subsidiaries are determined to be the primary beneficiary. The term “Weyerhaeuser” refers to the forest products-based operations and excludes the Real Estate and Related Assets operations. The term “price realizations” refers to net selling prices, which include freight and are net of normal sales deductions. The term “contribution to earnings” refers to segment earnings before interest and taxes.

 

The company sold its B.C. Coastal and French composites operations in 2005. The B.C. Coastal and French composites operations are presented as discontinued operations in the Consolidated Statement of Earnings. As a result, consolidated net sales and revenues and operating income presented in the following table do not include activity of the discontinued operations.

 

                       Amount of Change
Consolidated Results   2005      2004      2003    2005 vs. 2004     2004 vs. 2003
Dollar amounts in millions, except per-share figures                                       

Net sales and revenues

  $ 22,629      $ 21,931      $ 19,249    $ 698     $ 2,682

Operating income

    1,359        2,590        1,187      (1,231 )     1,403

Net earnings

    733        1,283        277      (550 )     1,006

Net earnings per share, basic

    3.00        5.45        1.25      (2.45 )     4.20

Net earnings per share, diluted

    2.98        5.43        1.25      (2.45 )     4.18

 

Net sales and revenues increased $698 million, or 3 percent, in 2005 as compared to 2004. The increase was primarily due to a $493 million increase in single-family home sales, due to both strong demand and higher average sales prices, and increases in prices realized in 2005 for fine paper and corrugated packaging.

 

Net earnings decreased $550 million, or 43 percent, in 2005 as compared to 2004. Items that affected net earnings included the following:

 

Ÿ   The company announced the closure or sale of a number of facilities in 2005 as a result of an ongoing strategic review. As a result, the company recognized net pretax charges for closure of facilities of $693 million in 2005 as compared to $17 million in 2004. The majority of the 2005 charges were due to decisions to close the following facilities: Cosmopolis, Washington pulp mill; Dryden, Ontario paper machine; Plymouth, North Carolina containerboard machine; and Prince Albert, Saskatchewan pulp and paper mill. In addition, the company has announced that it plans to sell its composite panels business. The strategic review is not complete and the company may announce further closures or sales in the future.

 

Ÿ   Operating costs increased significantly across the company’s forest products businesses, due primarily to increases in the cost of energy, raw materials, and transportation.

 

Ÿ   Gross margins on sales of single-family homes increased $231 million primarily as a result of increases in average sales prices, a change in the mix of homes sold, and an increase in the number of single-family home sales that were closed.

 

Ÿ   Price realizations in the company’s forest products businesses increased approximately $179 million due primarily to higher average sales prices for fine paper and corrugated packaging.

 

Net sales and revenues increased $2.7 billion, or 14 percent, in 2004 as compared to 2003. Third-party sales were up in all of the company’s segments in 2004. The largest contributors to the increase were a $1.7 billion increase in sales of wood products, primarily due to a robust housing market and exceptionally strong prices for wood products recognized in the second and third quarters of 2004, and a $463 million increase in single-family home sales, due to both strong demand and higher average sales prices.

 

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Net earnings increased $1.0 billion in 2004 as compared to 2003. Items that affected net earnings included the following:

 

Ÿ   Wood Products contribution to earnings was up approximately $1.5 billion due primarily to higher average sales prices for most wood products.

 

Ÿ   The pretax cost incurred by Wood Products for delivered raw materials, production, and prices for building materials purchased for resale increased approximately $600 million.

 

Ÿ   Gross margins on sales of single-family homes increased approximately $200 million primarily as a result of increases in average sales prices and an increase in the number of single-family home sales that were closed.

 

Net sales and revenues and contribution to earnings for Timberlands, Wood Products and Corporate and Other, as presented in the segment discussions that follow, do include activity of the B.C. Coastal and French composites businesses that were sold in May 2005.

 

TIMBERLANDS

Timberlands sales volume and annual production data is included in “Business Segments” and “Properties” above. Following is a comparison of Timberlands net sales and revenues and contribution to earnings from year to year:

 

                       Amount of Change
    2005      2004      2003    2005 vs. 2004     2004 vs. 2003
Dollar amounts in millions                                       

Net sales and revenues to unaffiliated customers:

                                      

Logs

  $ 761      $ 822      $ 730    $ (61 )   $ 92

Other products

    286        280        264      6       16
   
    $ 1,047      $ 1,102      $ 994    $ (55 )   $ 108
   

Intersegment sales

  $ 1,794      $ 1,622      $ 1,605    $ 172     $ 17
   

Contribution to earnings

  $ 784      $ 1,027      $ 777    $ (243 )   $ 250
   

 

2005 COMPARED WITH 2004

 

Ÿ   Net sales and revenues to unaffiliated customers in 2005 decreased $55 million, or 5 percent, from 2004 due primarily to a $61 million decrease in third-party log sales. Included in the reduction of third-party log sales is a $22 million decrease in B.C. Coastal log sales. Results for 2005 include five months of B.C. Coastal operations as compared to a full year of operations in 2004. The volume of logs sold to export markets decreased 12 percent and the volume of logs sold to domestic markets decreased 7 percent in 2005 compared to 2004. Third-party log price realizations decreased 2 percent in the West and increased 8 percent in the South. Overall log prices increased in both the West and the South, but the company’s third-party price realizations in the West were lower in 2005, as compared to 2004, mainly due to changes in mix. The decrease in volume and slight decrease in Western mix, combined with the reduction in sales due to the divestiture of the B.C. Coastal operations, more than offset the increase in prices in the South, resulting in an overall decrease in third-party sales and revenues year to year.

 

Ÿ   Intersegment sales increased $172 million, or 11 percent, in 2005 as compared to 2004. This includes a $91 million net increase in intersegment sales from the company’s Canadian operations. Internal price realizations, which reflect current market values, increased in 2005, reflecting recovery of higher fuel costs, higher stumpage fees paid to the various Canadian provinces, and higher harvest costs due to wet weather conditions. In the southern U.S., increased harvest of grade and pruned logs, which have higher internal price realizations, resulted in a $58 million increase in intersegment sales. Increased volume of logs harvested in the Western U.S. that were directed to company mills and higher price realizations on those internal transfers resulted in an additional $23 million increase in intersegment sales in 2005 as compared to 2004.

 

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Timberlands contribution to earnings decreased $243 million, or 24 percent, in 2005 as compared to 2004. Items that affected the segment’s contribution to earnings included the following:

 

Ÿ   Gains on sales of nonstrategic timberlands decreased $301 million in 2005. The reduction is primarily due to the pretax gain of $271 million on the sale of timberlands in Georgia in 2004, with no comparable sales occurring in 2005.

 

Ÿ   Strong demand in the housing sector and improved sales mix in both the West and the South contributed to higher earnings for the segment. Improved price realizations and changes in the mix of third-party and internal sales in the West resulted in a $37 million increase in contribution to earnings in 2005. Improved price realizations and an improved mix of grade versus fiber logs in the South resulted in a $62 million increase in contribution to earnings in 2005 compared to 2004.

 

Ÿ   Harvest levels on fee lands in the South were comparable in 2005 and 2004, and harvest levels on fee lands in the West increased slightly, resulting in a positive variance of $6 million in 2005. Despite downtime experienced in the South due to the hurricane season, the overall weather pattern for harvest in both the South and West was more favorable in 2005 than in 2004.

 

Ÿ   Higher net operating costs in the West and South, primarily caused by increased fuel costs and extremely high cost hurricane salvage operations in the South, negatively affected earnings by $25 million in 2005. As a result of increased fuel prices, the Southern operations experienced a $14 million increase in gas, oil and mineral revenues in 2005 as compared to 2004. Operations in the South also recognized an $11 million charge in 2005 for timber damage caused by hurricane Katrina.