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Cover and table of contents

10-K 1 wy-123115x10k.htm 10-K

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 31, 2015

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.)

33663 WEYERHAEUSER WAY SOUTH, FEDERAL WAY, WASHINGTON 98063-9777 TELEPHONE (253) 924-2345

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

TITLE OF EACH CLASSNAME OF EACH EXCHANGE ON WHICH REGISTERED:
Common Shares ($1.25 par value)Chicago Stock Exchange
New York Stock Exchange
6.375% Mandatory Convertible Preference Shares, Series A ($1.00 par value)New York 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 whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [ ]

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 30, 2015, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $16.0 billion based on the closing sale price as reported on the New York Stock Exchange Composite Price Transactions.

As of January 29, 2016, 510,492,965 shares of the registrant’s common stock ($1.25 par value) were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Notice of 2016 Annual Meeting of Shareholders and Proxy Statement for the company’s Annual Meeting of Shareholders to be held May 20, 2016, are incorporated by reference into Part II and III.

WEYERHAEUSER COMPANY > 2015 ANNUAL REPORT AND FORM 10-K

TABLE OF CONTENTS

PART I
ITEM 1.OUR BUSINESS1
WE CAN TELL YOU MORE1
WHO WE ARE1
• REAL ESTATE INVESTMENT TRUST (REIT) ELECTION1
• PENDING MERGER WITH PLUM CREEK1
• OUR BUSINESS SEGMENTS1
• EFFECT OF MARKET CONDITIONS2
• COMPETITION IN OUR MARKETS2
• SALES OUTSIDE THE U.S.2
• OUR EMPLOYEES2
WHAT WE DO2
• TIMBERLANDS2
• WOOD PRODUCTS11
• CELLULOSE FIBERS14
EXECUTIVE OFFICERS OF THE REGISTRANT17
NATURAL RESOURCE AND ENVIRONMENTAL MATTERS18
• REGULATIONS AFFECTING FORESTRY PRACTICES18
• ENDANGERED SPECIES PROTECTIONS18
• FOREST CERTIFICATION STANDARDS19
• WHAT THESE REGULATIONS AND CERTIFICATION PROGRAMS MEAN TO US19
• CANADIAN ABORIGINAL RIGHTS19
• POLLUTION-CONTROL REGULATIONS19
• ENVIRONMENTAL CLEANUP20
• REGULATION OF AIR EMISSIONS IN THE U.S.20
• REGULATION OF AIR EMISSIONS IN CANADA21
• REGULATION OF AIR EMISSIONS IN POLAND AND URUGUAY21
• REGULATION OF WATER21
• POTENTIAL CHANGES IN POLLUTION REGULATION22
FORWARD-LOOKING STATEMENTS23
ITEM 1A.RISK FACTORS24
RISKS RELATED TO OUR INDUSTRIES AND BUSINESS24
• MACROECONOMIC CONDITIONS24
• COMMODITY PRODUCTS24
• INDUSTRY SUPPLY OF LOGS, WOOD PRODUCTS AND PULP24
• HOMEBUILDING MARKET AND ECONOMIC RISKS24
• CAPITAL MARKETS25
• CHANGES IN CREDIT RATINGS25
• SUBSTITUTION25
• CHANGES IN PRODUCT MIX OR PRICING25
• INTENSE COMPETITION25
• MATERIAL DISRUPTION OF MANUFACTURING26
• STRATEGIC INITIATIVES26
• CAPITAL REQUIREMENTS26
• ENVIRONMENTAL LAW AND REGULATIONS26
• CURRENCY EXCHANGE RATES27
• AVAILABILITY OF RAW MATERIALS AND ENERGY27
• PEOPLE27
• TRANSPORTATION27
• REIT STATUS AND TAX IMPLICATIONS28
• LEGAL PROCEEDINGS29
• IMPORT/EXPORT TAXES AND DUTIES29
• DISTRIBUTION OF WRECO SHARES29
• OUR MERGER WITH PLUM CREEK TIMBER, INC.29
• TIMBERLAND SPECIFIC RISKS30
• CYBERSECURITY RISKS31
RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK31
• STOCK-PRICE VOLATILITY31
• PREFERENCE SHARES32
ITEM 1B.UNRESOLVED STAFF COMMENTS32
ITEM 2.PROPERTIES32
ITEM 3.LEGAL PROCEEDINGS32
ITEM 4.MINE SAFETY DISCLOSURES — NOT APPLICABLE
PART II
ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES33
ITEM 6.SELECTED FINANCIAL DATA36
ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS37
WHAT YOU WILL FIND IN THIS MD&A37
ECONOMIC AND MARKET CONDITIONS AFFECTING OUR OPERATIONS37
FINANCIAL PERFORMANCE SUMMARY38
RESULTS OF OPERATIONS39
• CONSOLIDATED RESULTS39
• TIMBERLANDS40
• WOOD PRODUCTS42
• CELLULOSE FIBERS43
• UNALLOCATED ITEMS44
• INTEREST EXPENSE44
• INCOME TAXES44
LIQUIDITY AND CAPITAL RESOURCES45
• CASH FROM OPERATIONS45
• INVESTING IN OUR BUSINESS46
• FINANCING47
OFF-BALANCE SHEET ARRANGEMENTS50
ENVIRONMENTAL MATTERS, LEGAL PROCEEDINGS AND OTHER CONTINGENCIES50
ACCOUNTING MATTERS50
• CRITICAL ACCOUNTING POLICIES50
• PROSPECTIVE ACCOUNTING PRONOUNCEMENTS52
PERFORMANCE MEASURES53
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK55
LONG-TERM DEBT OBLIGATIONS55
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA56
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM56
CONSOLIDATED STATEMENT OF OPERATIONS57
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME58
CONSOLIDATED BALANCE SHEET59
CONSOLIDATED STATEMENT OF CASH FLOWS60
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY61
INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS62
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS63
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE107
ITEM 9A.CONTROLS AND PROCEDURES107
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES107
CHANGES IN INTERNAL CONTROL107
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING107
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM108
ITEM 9B.OTHER INFORMATION — NOT APPLICABLE
PART III
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE109
ITEM 11.EXECUTIVE AND DIRECTOR COMPENSATION109
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS109
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS109
ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES109
PART IV
ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES110
EXHIBITS110
SIGNATURES112
CERTIFICATIONS113

Next: Item 1. OUR BUSINESS