SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 12, 2002
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(Date of earliest event report)
WEYERHAEUSER COMPANY
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(Exact name of registrant as specified in charter)
Washington 1-4825 91-0470860
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation or Number)
organization)
Federal Way, Washington 98063-9777
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(Address of principal executive offices)
(zip code)
Registrant's telephone number, including area code:
(253) 924-2345
TABLE OF CONTENTS
Item 9. Regulation FD Disclosure
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SIGNATURES
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C., 20549
ITEM 9 - REGULATION FD DISCLOSURE
On December 11, 2002, Weyerhaeuser Company a press release stating the
following:
Weyerhaeuser Expects to Earn Approximately 50 Cents Per Share
Including Unusual Items in Fourth Quarter
FEDERAL WAY, Wash. - Weyerhaeuser Company (NYSE: WY) today provided updated
information on the projected performance of its segments for the fourth
quarter and said it expects to report earnings for the quarter of
approximately 50 cents per share including unusual items.
As previously reported, these after-tax unusual items are expected to include:
.. A one-time estimated gain of $97 million on the sale of timberlands in
western Washington announced in October.
.. An estimated $26 million in expected insurance recovery associated with the
business interruption at the Plymouth, N.C. paper facility.
.. Charges associated with the successful integration of Willamette Industries
of approximately $13 million.
.. Charges of approximately $27 million for closing selected facilities.
.. Charges of approximately $25 million associated with terminating the former
MacMillan Bloedel salaried pension plans for U.S. employees.
Weyerhaeuser will report its fourth quarter earnings before the market opens
on Jan. 22, 2003.
Updated Fourth Quarter Performance by Segment
Timberlands - Earnings for the fourth quarter, excluding the one-time gain on
the timberlands sale, are expected to be higher than the $138 million
reported in the third quarter based on seasonally higher harvest volumes and
better than expected pricing.
Wood Products - At the end of the third quarter, Weyerhaeuser noted the high
degree of uncertainty in lumber prices due, in part, to oversupply and other
unintended consequences of the countervailing and anti-dumping duties on
Canadian softwood lumber imported into the United States. This situation
worsened in the fourth quarter with lumber prices dropping to levels lower
than third quarter combined with seasonally lower volumes. As a consequence
of the market conditions, Weyerhaeuser plans to take extended maintenance
downtime in its softwood lumber mills during the holidays. In addition,
prices for structural and non-structural panels are lower than third quarter
levels. As a result, the segment is expected to realize a loss from
operations, excluding unusual items, in the fourth quarter that is expected
to be significantly higher than the third quarter loss of $18 million.
Pulp and Paper - The segment is expected to report higher fourth quarter
earnings, excluding unusual items, compared with the third quarter. Uncoated
free sheet markets have remained strong throughout the quarter allowing
Weyerhaeuser to implement announced price increases. This improved
performance by the uncoated free sheet business has more than offset the
effect of recent weakness in pulp prices.
Containerboard, Packaging and Recycling - Higher box prices and a decline in
old corrugated container (OCC) costs are expected to result in stronger
fourth quarter earnings compared to the third quarter. This segment has
rationalized inefficient box and mill capacity and is realizing improved
operating efficiencies. Weyerhaeuser expects to take approximately 35,000
tons of market-related downtime, in addition to normally scheduled seasonal
maintenance, during December.
Real Estate and related assets - The business continues to report consistent
traffic and closings due to strong market conditions and low interest rates.
The backlog of homes sold, but not delivered, remains steady at slightly more
than six months. Fourth quarter earnings are expected to be lower than third
quarter levels due to the absence of sales of multifamily units.
Other - Cash flow for the company should improve significantly in the fourth
quarter as a result of improved operations, working capital reductions,
continued capital spending discipline and proceeds from the sale of
timberlands in Western Washington. As a result, Weyerhaeuser is expected to
achieve its capital expenditure and debt reduction goals for the year.
The company will hold a live conference call at 6:30 a.m. PST (9:30 a.m. EST)
on Dec. 12 to discuss this updated information.
To access the conference call, listeners calling from within North America
should dial (877) 461-2814 at least 15 minutes prior to the start of the
conference call. Those wishing to access the call from outside North America
should dial (416) 695-5259. Replays of the call will be available for 48
hours following completion of the live call and can be accessed at
(888) 509-0081 within North America and at (416) 695-9728 from outside North
America.
The call may also be accessed through Weyerhaeuser's Internet site at
www.weyerhaeuser.com by clicking on the "Listen to our conference call" link.
Weyerhaeuser Company, one of the world's largest integrated forest products
companies, was incorporated in 1900. In 2001, sales were $14.5 billion. It
has offices or operations in 18 countries, with customers worldwide.
Weyerhaeuser is principally engaged in the growing and harvesting of timber;
the manufacture, distribution and sale of forest products; and real estate
construction, development and related activities. Additional information
about Weyerhaeuser's businesses, products and practices is available at
www.weyerhaeuser.com.
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This news release contains statements that are forward looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Some of these forward-looking statements can be identified by the use of
forward-looking terminology such as "believes," "expects," "may," "will,"
"should," "seeks," "approximately," "intends," "plans," "pro forma,"
"estimates" or "anticipates" or the negative or other variations of those
terms or comparable terminology, or by discussions of strategy, plans or
intentions. In particular, some of these forward-looking statements deal with
matters such as the company's expected fourth quarter earnings and
performance, and earnings and performance of the company's business segments
during the fourth quarter 2002. The accuracy of such statements is subject to
a number of risks, uncertainties and assumptions that may cause actual
results to differ materially from those projected, including, but not limited
to, the effect of general economic conditions, including the level of
interest rates and housing starts; market demand for the company's products,
which may be tied to the relative strength of various U.S. business segments;
performance of the company's manufacturing operations; the successful
execution of internal performance plans; the level of competition from
domestic and foreign producers; the effect of forestry, land use,
environmental and other governmental regulations; fires, floods and other
natural disasters; closure of pending timberland sales; the company's ability
to successfully integrate and manage acquired businesses and to realize
anticipated cost savings and synergies from these acquisition; the ability of
acquired businesses to perform in accordance with the company's expectations;
legal proceedings; and performance of pension fund assets. The company is
also a large exporter and is affected by changes in economic activity in
Europe and Asia, particularly Japan, and by changes in currency exchange
rates, particularly the relative value of the U.S. dollar to the Euro, the
Yen and the Canadian dollar; and restrictions on international trade or
tariffs imposed on imports, including the countervailing and dumping duties
imposed on the company's softwood lumber shipments from Canada to the United
States. These and other factors that could cause or contribute to actual
results differing materially from such forward looking statements are
discussed in greater detail in the company's Securities and Exchange
Commission filings.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WEYERHAEUSER COMPANY
By /s/ Steven J. Hillyard
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Its: Vice President and
Chief Accounting Officer
Date: December 12, 2002