Weyerhaeuser 10-K 2019-12-31

Filed 2020-02-14. 1 sections, 451K characters. Original on sec.gov · Markdown · JSON

What changed since the 2018-12-31 10-KNew, removed and reworded risk factor headings, then every item sentence by sentence.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED December 31, 2019

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 CLASSTRADING SYMBOL(S)NAME OF EACH EXCHANGE ON WHICH REGISTERED
Common Shares ($1.25 par value)WYNew 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. ☒ 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 ☒ 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. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐

Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant based on the closing sale price as of the last business day of the most recently completed second fiscal quarter ended on June 30, 2019, as reported on the New York Stock Exchange Composite Price Transactions, was approximately $19.6 billion.

As of February 3, 2020, 745,519 thousand shares of the registrant’s common stock ($1.25 par value) were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Notice of 2020 Annual Meeting of Shareholders and Proxy Statement for the company’s Annual Meeting of Shareholders to be held May 15, 2020, are incorporated by reference into Part II and III.

WEYERHAEUSER COMPANY > 2019 ANNUAL REPORT AND FORM 10-K

TABLE OF CONTENTS

PART IPAGE
ITEM 1.OUR BUSINESS1
WE CAN TELL YOU MORE1
WHO WE ARE1
WHAT WE DO2
INFORMATION ABOUT OUR EXECUTIVE OFFICERS18
NATURAL RESOURCE AND ENVIRONMENTAL MATTERS19
FORWARD-LOOKING STATEMENTS24
ITEM 1A.RISK FACTORS25
ITEM 1B.UNRESOLVED STAFF COMMENTS34
ITEM 2.PROPERTIES34
ITEM 3.LEGAL PROCEEDINGS34
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 SECURITIES34
ITEM 6.SELECTED FINANCIAL DATA36
ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)37
ECONOMIC AND MARKET CONDITIONS AFFECTING OUR OPERATIONS37
FINANCIAL PERFORMANCE SUMMARY38
RESULTS OF OPERATIONS38
LIQUIDITY AND CAPITAL RESOURCES44
OFF-BALANCE SHEET ARRANGEMENTS47
ENVIRONMENTAL MATTERS, LEGAL PROCEEDINGS AND OTHER CONTINGENCIES47
ACCOUNTING MATTERS47
PERFORMANCE MEASURES50
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK53
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA54
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM54
CONSOLIDATED STATEMENT OF OPERATIONS55
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME56
CONSOLIDATED BALANCE SHEET57
CONSOLIDATED STATEMENT OF CASH FLOWS58
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY59
INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS60
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS61
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE100
ITEM 9A.CONTROLS AND PROCEDURES100
ITEM 9B.OTHER INFORMATION102
PART III
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE103

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