A Dark Vector Cognition product

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Cover and table of contents

10-K 1 wy-123116x10k.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, 2016

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.)

220 OCCIDENTAL AVENUE SOUTH, SEATTLE, WASHINGTON 98104-7800 TELEPHONE (206) 539-3000

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
Securities registered pursuant to Section 12(g) of the Act: None

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. [X]

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, 2016, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $21.6 billion based on the closing sale price as reported on the New York Stock Exchange Composite Price Transactions.

As of January 27, 2017, 748,998,273 shares of the registrant’s common stock ($1.25 par value) were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Notice of 2017 Annual Meeting of Shareholders and Proxy Statement for the company’s Annual Meeting of Shareholders to be held May 19, 2017, are incorporated by reference into Part II and III.

WEYERHAEUSER COMPANY > 2015 ANNUAL REPORT AND FORM 10-K

TABLE OF CONTENTS

PART IPAGE
ITEM 1.OUR BUSINESS1
WE CAN TELL YOU MORE1
WHO WE ARE1
• REAL ESTATE INVESTMENT TRUST (REIT) ELECTION1
• 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 DO3
• TIMBERLANDS3
• REAL ESTATE, ENERGY AND NATURAL RESOURCES12
• WOOD PRODUCTS14
EXECUTIVE OFFICERS OF THE REGISTRANT18
NATURAL RESOURCE AND ENVIRONMENTAL MATTERS19
• REGULATIONS AFFECTING FORESTRY PRACTICES19
• ENDANGERED SPECIES PROTECTIONS19
• FOREST CERTIFICATION STANDARDS20
• WHAT THESE REGULATIONS AND CERTIFICATION PROGRAMS MEAN TO US20
• CANADIAN ABORIGINAL RIGHTS20
• POLLUTION-CONTROL REGULATIONS20
• ENVIRONMENTAL CLEANUP21
• REGULATION OF AIR EMISSIONS IN THE U.S.21
• REGULATION OF AIR EMISSIONS IN CANADA22
• REGULATION OF AIR EMISSIONS IN URUGUAY22
• REGULATION OF WATER22
• POTENTIAL CHANGES IN POLLUTION REGULATION23
FORWARD-LOOKING STATEMENTS24
ITEM 1A.RISK FACTORS25
RISKS RELATED TO OUR INDUSTRIES AND BUSINESS25
• MACROECONOMIC CONDITIONS25
• COMMODITY PRODUCTS25
• INDUSTRY SUPPLY OF LOGS AND WOOD PRODUCTS25
• HOMEBUILDING MARKET AND ECONOMIC RISKS25
• CAPITAL MARKETS26
• CHANGES IN CREDIT RATINGS26
• SUBSTITUTION26
• CHANGES IN PRODUCT MIX OR PRICING26
• INTENSE COMPETITION26
• MATERIAL DISRUPTION OF MANUFACTURING27
• STRATEGIC INITIATIVES27
• CAPITAL REQUIREMENTS27
• ENVIRONMENTAL LAW AND REGULATIONS27
• CURRENCY EXCHANGE RATES28
• AVAILABILITY OF RAW MATERIALS AND ENERGY28
• PEOPLE29
• TRANSPORTATION29
• REIT STATUS AND TAX IMPLICATIONS29
• LEGAL PROCEEDINGS30
• IMPORT/EXPORT TAXES AND DUTIES30
• DISTRIBUTION OF WRECO SHARES30
• OUR MERGER WITH PLUM CREEK TIMBER COMPANY, INC.30
• TIMBERLAND SPECIFIC RISKS31
• CYBERSECURITY RISKS32
RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK32
• STOCK-PRICE VOLATILITY32
ITEM 1B.UNRESOLVED STAFF COMMENTS33
ITEM 2.PROPERTIES33
ITEM 3.LEGAL PROCEEDINGS33
ITEM 4.MINE SAFETY DISCLOSURES — NOT APPLICABLE
PART IIPAGE
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
• TIMBERLANDS41
• REAL ESTATE, ENERGY AND NATURAL RESOURCES43
• WOOD PRODUCTS44
• UNALLOCATED ITEMS45
• INTEREST EXPENSE46
• INCOME TAXES46
LIQUIDITY AND CAPITAL RESOURCES47
• CASH FROM OPERATIONS47
• INVESTING IN OUR BUSINESS47
• FINANCING49
OFF-BALANCE SHEET ARRANGEMENTS51
ENVIRONMENTAL MATTERS, LEGAL PROCEEDINGS AND OTHER CONTINGENCIES51
ACCOUNTING MATTERS52
• CRITICAL ACCOUNTING POLICIES52
• PROSPECTIVE ACCOUNTING PRONOUNCEMENTS54
PERFORMANCE MEASURES54
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK56
LONG-TERM DEBT OBLIGATIONS56
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA57
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM57
CONSOLIDATED STATEMENT OF OPERATIONS58
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME59
CONSOLIDATED BALANCE SHEET60
CONSOLIDATED STATEMENT OF CASH FLOWS61
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY62
INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS63
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS64
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE113
ITEM 9A.CONTROLS AND PROCEDURES113
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES113
CHANGES IN INTERNAL CONTROL113
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING113
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM114
ITEM 9B.OTHER INFORMATION — NOT APPLICABLE
PART III
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE115
ITEM 11.EXECUTIVE AND DIRECTOR COMPENSATION115
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS115
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS115
ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES115
PART IV
ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES116
EXHIBITS116
SIGNATURES119

Next: Item 1. OUR BUSINESS