þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
NORPAC HOURLY 401(k) PLAN |
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By: | /s/ Edward P. Rogel | |||
Edward P. Rogel | ||||
Chairman Administrative Committee |
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June 23, 2008 Date
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2007 | 2006 | |||||||
Assets: |
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Plan interest in the Weyerhaeuser Company 401(k) and
Performance Share Plan Trust: |
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Participant directed investments at fair value: |
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Shares of registered investment company funds: |
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Vanguard 500 Index Fund |
$ | 14,792 | $ | 16,270 | ||||
Vanguard Extended Market Index Fund |
8,120 | 8,151 | ||||||
Vanguard Prime Money Market Fund |
2,461 | 503 | ||||||
Vanguard Target Retirement 2005 Fund |
21 | 429 | ||||||
Vanguard Target Retirement 2015 Fund |
1,817 | 1,325 | ||||||
Vanguard Target Retirement 2025 Fund |
743 | 248 | ||||||
Vanguard Target Retirement 2035 Fund |
899 | 821 | ||||||
Vanguard Target Retirement 2045 Fund |
239 | 348 | ||||||
Vanguard Target Retirement Income Fund |
53 | 8 | ||||||
Vanguard Total Bond Market Index Fund |
1,049 | 704 | ||||||
Vanguard Total International Stock Index Fund |
8,378 | 5,697 | ||||||
Vanguard Wellesley Income Fund |
4,687 | 4,442 | ||||||
Weyerhaeuser Stable Value Fund |
11,345 | 9,341 | ||||||
Weyerhaeuser Company Stock Fund |
8,839 | | ||||||
Nonparticipant directed investment in Weyerhaeuser
Company Stock Fund at fair value |
| 9,880 | ||||||
Total investments |
63,443 | 58,167 | ||||||
Employer contributions receivable |
| 133 | ||||||
Net assets reflecting all investments at fair value |
63,443 | 58,300 | ||||||
Adjustment from fair value to contract value for fully benefit-responsive
investment contracts |
(30 | ) | 115 | |||||
Net assets available for benefits |
$ | 63,413 | $ | 58,415 | ||||
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Additions: |
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Contributions: |
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Employer matching |
$ | 999 | ||
Participant |
3,085 | |||
Total contributions |
4,084 | |||
Net investment income from the
Weyerhaeuser Company 401(k) and
Performance Share Plan Trust |
4,196 | |||
Total additions |
8,280 | |||
Deductions: |
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Benefits paid to participants |
2,805 | |||
Net increase prior
to plan transfers |
5,475 | |||
Plan transfers, net |
(477 | ) | ||
Net increase |
4,998 | |||
Net assets available for benefits: |
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Beginning of year |
58,415 | |||
End of year |
$ | 63,413 | ||
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(1) | Description of the Plan | |
The following description of the NORPAC Hourly 401(k) Plan (the Plan) provides only general information. Participants should refer to the summary plan description and plan document for a more complete description of the Plans provisions. |
(a) | General | ||
The Plan is a defined contribution plan and was established January 1, 1989. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. | |||
Any hourly employee of Norpac Resources, Inc. (the Company), a subsidiary of Weyerhaeuser Company, at its Longview, Washington operations, is eligible to participate in the Plan. | |||
Vanguard Fiduciary Trust Company acts as the trustee, recordkeeper and investment manager for the Plan. Therefore, the Vanguard investment transactions qualify as party-in-interest and related party transactions. | |||
(b) | Corporate Transaction | ||
Effective March 7, 2007, Weyerhaeuser Company completed a transaction combining its Fine Paper business and related assets with Domtar, Inc., forming Domtar Corporation (Domtar). Under the terms of the transaction, Weyerhaeuser Company shareholders were allowed to voluntarily exchange shares of Weyerhaeuser Company common stock for Domtar common stock (Domtar Stock). Domtar Stock was not available as an investment option under the Plan. As a result of the transaction, certain Plan participants became employees of Domtar on the transaction effective date. Accordingly, these participants, as former employees of the Company, can elect to take distributions of their accounts in accordance with Plan provisions. | |||
(c) | Weyerhaeuser Company Stock Fund Dividend and Voting Rights | ||
The portion of the Plan invested in the Weyerhaeuser Company Stock Fund is an Employee Stock Ownership Plan. Participants may elect to have any dividends due to them reinvested in the Weyerhaeuser Company Stock Fund or paid in cash. To the extent set forth by the terms of the Plan, participants may exercise voting rights by providing instructions to the trustee related to the number of whole shares of stock represented by the units of the Weyerhaeuser Company Stock Fund allocated to their accounts. Shares of stock for which the trustee does not receive instructions from participants are voted in the same proportions for and against, respectively as shares for which the trustee receives participant voting instructions. | |||
(d) | Contributions | ||
The Plan includes a qualified cash or deferred arrangement as described in Section 401(k) of the Internal Revenue Code (IRC) that allows participants to designate any whole percent of their eligible compensation to be contributed to the Plan, subject to certain limitations imposed under the IRC. | |||
Participant contributions may be suspended under certain circumstances, at the participants request or upon a hardship withdrawal. |
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(e) | Participant Accounts | ||
An individual account is maintained for each plan participant to reflect his or her share of the Plans income, participant contributions and employer contributions. Allocations of income are based on the number of units of the various investment funds assigned to each participants account. | |||
(f) | Vesting | ||
The interest of a participant in the employer contributions and earnings thereon becomes fully vested upon the earliest date of one of the following events: (1) attainment of the requisite vesting service as described below, (2) retirement at normal or early retirement age under the employers retirement plan, (3) attaining age 65, (4) death or total and permanent disability while in the employers employ, (5) termination of service due to a plant closure or (6) upon termination of the Plan. The Plan also provides 100% vesting for all involuntary terminations except for violations of certain Weyerhaeuser Company employee conduct standards as set forth in the Plan. |
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Percent | ||||
Years of vesting service | vested | |||
Less than two years of service |
0 | % | ||
Two years of service |
20 | |||
Three years of service |
40 | |||
Four years of service |
60 | |||
Five years of service |
80 | |||
Six or more years of service |
100 |
(g) | Investment Options | ||
Participants are allowed to change their investment election for future contributions at any time. Participants have the option to invest up to 100% of their contributions, in 1% increments, in any of the fourteen investment options listed below: |
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(h) | Valuation Frequency | ||
Account balances are valued on a daily basis. | |||
(i) | Payment of Benefits | ||
Participant contributions and amounts in the participants rollover portion of the account may be withdrawn for financial hardship. Participant contributions may also be withdrawn after attaining age 59 1/2. The participants vested interest in his or her employer matching contribution, performance share contribution and rollover portions of the account may be withdrawn two full calendar years after the date of the contribution or rollover, after five years of service or after attaining age 59 1/2. In addition, a participant may elect to receive in cash any cash dividends paid with respect to units of the Weyerhaeuser Company Stock Fund allocated to the participants account or to direct payment to the participants account for reinvestment in the Weyerhaeuser Company Stock Fund. Additional distribution options (as described in the Plan) may be available to participants who participated in a plan that was merged into the Plan. | |||
Participants who have terminated employment and whose vested account balance exceeds $5,000 shall receive a distribution of their entire interest in the Plan when they so elect or at age 65. Participants whose accounts are valued at $5,000 or less receive a distribution of their entire interest in the Plan at the time of termination. Terminated participants with balances less than $5,000 and more than $1,000 receive a distribution in the form of a rollover to an individual retirement account, unless the participants elect otherwise. The nonvested portions of the participants accounts are forfeited upon distribution of the account or after a five-year period of severance, whichever is earlier. |
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(j) | Expenses of the Plan | ||
The employer generally pays the costs of administering the Plan, including fees and expenses of the trustee, the recordkeeper and the external auditor. Brokerage fees, stock transfer taxes and other investment management fees directly incurred by the trustee in buying and selling any assets of each fund are paid by the trust out of such fund as a part of the cost of such assets, or as a reduction of the proceeds received from the sale of such assets. Participants are charged a 2% redemption fee for transfers from the Vanguard Total International Stock Index Fund (the International Fund) when the investment in the International Fund has been held for less than two months. The 2% fee is calculated on the amount transferred and is paid back into the International Fund. These fees, if any, are included as a component of net investment income in the statement of changes in net assets available for benefits. |
(2) | Summary of Accounting Policies |
(a) | Basis of Accounting | ||
The financial statements of the Plan are prepared under the accrual method of accounting in accordance with U.S. generally accepted accounting principles. | |||
As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully BenefitResponsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and DefinedContribution Health and Welfare and Pension Plans (the FSP), investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. As required by the FSP, the statements of net assets available for benefits present the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The statement of changes in net assets available for benefits is prepared on a contract value basis. See also note 6. | |||
(b) | Participation in the Master Trust and Unit Accounting | ||
All of the Plans investments are held in the Weyerhaeuser Company 40l(k) and Performance Share Plan Trust (the Master Trust) which was established to hold the investments of the Plan and other Weyerhaeuser Company 401(k) and Performance Share plans. As of December 31, 2007 and 2006 the Master Trust holds assets of four 401(k) plans of Weyerhaeuser Company. The Master Trust and the Plan use unit accounting for recordkeeping purposes. Each unit represents a portion of ownership in a fund. | |||
(c) | Investment Valuation and Interest in the Master Trust at Fair Value | ||
The interest in the Master Trust at fair value includes the value of fund assets plus any accrued income. Investments in shares of registered investment company funds are reported at fair value based on quoted market prices. The fair value of the Weyerhaeuser Stable Value Fund is calculated by discounting the related cash flows based on the Ryan yield curve and the fair values of the |
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(d) | Income Recognition and Net Investment Income from the Master Trust | ||
Within the Master Trust, purchases and sales of securities are recorded on a trade-date basis. Interest income is accrued when earned. Dividends are recorded on the ex-dividend basis. The change in fair value of assets from one period to the next and realized gains and losses are recorded as net appreciation in fair value of investments. Total investment income of the Master Trust as presented in note 7 is allocated to each plan investing in the Master Trust based on the units of each fund held by the plan and plan specific participant loans. | |||
(e) | Risks and Uncertainties | ||
The Master Trust assets are invested in a variety of investments. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits. | |||
(f) | Estimates | ||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates. | |||
(g) | Payment of Benefits | ||
Benefits are recorded when paid. | |||
(h) | Impact of New Accounting Standards and Interpretation | ||
In June 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109 (FIN 48), which clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements in accordance with Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 was effective for fiscal years beginning after December 15, 2006. The Plans adoption of FIN 48 on January 1, 2007 did not have a material impact on the statement of net assets available for benefits or statement of changes in net assets available for benefits. | |||
In September 2006, the FASB issued SFAS No.157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value |
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(3) | Plan Termination | |
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA and the IRC. In the event of plan termination, participants will become fully vested in their accounts. | ||
(4) | Tax Status | |
The Plan has received a favorable determination letter from the Internal Revenue Service stating that the Plan qualifies under Section 401(a) of the IRC. The Plan has subsequently been amended. Management believes the Plan is designed and is currently being operated in compliance with the applicable requirements of Section 401(a) of the IRC, and as a result, is exempt from federal income taxes under Section 501(a) of the IRC. Employees who participate in the Plan are subject to federal income tax on distributions from the Plan in accordance with the provisions of Section 402 of the IRC. | ||
(5) | Plan Transfers | |
Plan transfers represent the net amount of participant account balances transferred during the year from the Plan to other plans within the Master Trust as a result of the participants changing employment within Weyerhaeuser Company and the related changes in their eligibility status. | ||
(6) | Guaranteed Investment Contracts | |
Fully benefit-responsive guaranteed investment contracts (GICs) and synthetic guaranteed investment contracts (Synthetic GICs) (the Contracts) included in the Weyerhaeuser Stable Value Fund are valued at contract value, which represents the principal balance of the Contracts, plus accrued interest at the stated contract rate, less payments received and contract charges by the insurance companies. The GICs are issued by a variety of insurance companies. The GIC issuers are contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Plan through the Master Trust. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. The Synthetic GICs are investments that simulate the performance of a traditional GIC through the use of Vanguard fixed income common commingled trust funds and benefit-responsive wrapper contracts issued by insurance companies to provide market and cash flow protection at stated interest rates. The contract value of the Synthetic GICs held in the Master Trust is comprised of wrappers and common commingled trust funds which total $(2.7) million and $357.9 million, respectively, as of December 31, 2007. The contract value of the Synthetic GICs held in the Master Trust was comprised of wrappers and common commingled trust funds which total $4.5 million and $390.9 million, respectively, as of December 31, 2006. |
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(7) | Interest in Master Trust | |
At December 31, 2007 and 2006, the Plans interest in the net assets of the Master Trust was approximately 2%. The following table presents the values of investments held by the Master Trust as of December 31, 2007 and 2006 and the investment income for the year ended December 31, 2007: |
December 31, | ||||||||
2007 | 2006 | |||||||
(Dollar amounts in thousands) | ||||||||
Investments: |
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Investments in shares of registered
investment company
funds and Company stock at fair value: |
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Weyerhaeuser Company Stock Fund including cash
equivalents of $1,669 and $0, respectively |
$ | 473,264 | $ | 588,963 | ||||
Vanguard 500 Index Fund |
760,117 | 851,401 | ||||||
Vanguard Extended Market Index Fund |
292,429 | 308,784 | ||||||
Vanguard Prime Money Market Fund |
77,543 | 64,629 | ||||||
Vanguard Target Retirement 2005 Fund |
22,402 | 11,531 | ||||||
Vanguard Target Retirement 2015 Fund |
91,134 | 50,354 | ||||||
Vanguard Target Retirement 2025 Fund |
56,678 | 25,542 | ||||||
Vanguard Target Retirement 2035 Fund |
30,135 | 14,831 | ||||||
Vanguard Target Retirement 2045 Fund |
19,245 | 9,723 | ||||||
Vanguard Target Retirement Income Fund |
6,512 | 1,812 | ||||||
Vanguard Total Bond Market Index Fund |
77,650 | 57,850 | ||||||
Vanguard Total International Stock Index Fund |
263,162 | 202,207 | ||||||
Vanguard Wellesley Income Fund |
316,549 | 333,341 | ||||||
Investments in Weyerhaeuser Stable Value Fund at fair value
(wrapper contracts at $0 fair value): |
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Traditional guaranteed investment contracts |
69,823 | 100,026 | ||||||
Synthetic guaranteed investment contracts |
360,585 | 386,408 | ||||||
Vanguard Prime Money Market Fund |
56,818 | 78,374 | ||||||
Pending trades and other |
(1,008 | ) | 373 | |||||
Participant loans |
36 | 53 | ||||||
Total investment at fair value |
2,973,074 | 3,086,202 | ||||||
Adjustment from fair value to contract value for fully
benefitresponsive investment contracts |
(1,283 | ) | 6,910 | |||||
Total investments |
$ | 2,971,791 | $ | 3,093,112 | ||||
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For the year | ||||
ended | ||||
December 31, | ||||
2007 | ||||
(Dollar amounts | ||||
in thousands) | ||||
Investment income: |
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Net appreciation in fair value of investments: |
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Weyerhaeuser Company Stock Fund |
$ | 40,392 | ||
Vanguard 500 Index Fund |
30,656 | |||
Vanguard Extended Market Index Fund |
10,872 | |||
Vanguard Target Retirement 2005 Fund |
585 | |||
Vanguard Target Retirement 2015 Fund |
2,858 | |||
Vanguard Target Retirement 2025 Fund |
1,554 | |||
Vanguard Target Retirement 2035 Fund |
853 | |||
Vanguard Target Retirement 2045 Fund |
491 | |||
Vanguard Target Retirement Income Fund |
114 | |||
Vanguard Total Bond Market Index Fund |
1,274 | |||
Vanguard Total International Stock Index Fund |
26,641 | |||
Vanguard Wellesley Income Fund |
800 | |||
Dividend income |
70,976 | |||
Interest income |
24,197 | |||
Net investment income |
$ | 212,263 | ||
(8) | Subsequent Event |
(a) | Corporate Transaction | ||
On March 17, 2008, the Company announced the sale of its Containerboard Packaging and Recycling business to International Paper. The transaction is subject to customary closing conditions. The transaction is currently expected to close in the second half of 2008. International Paper has committed financing for the entire purchase price. The Companys Containerboard Packaging and Recycling business and International Paper will continue to operate separately until the transaction closes. | |||
Upon completion of the sale transaction, certain Plan participants will become employees of International Paper on the transaction effective date. Accordingly, these participants, as former employees of the Company, will be able to elect to take distributions of their accounts in accordance with Plan provisions. |
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