WEYERHAEUSER CO — Annual Report 2006

Mar 21, 2007

10-K/A 1 v28491a1e10vkza.htm AMENDMENT TO FORM 10-K e10vkza PAGEBREAK

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K /A

Amendment No. 1

þ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2006

or

o 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.)

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

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

Title of Each Class	Name of Each Exchange on Which Registered:
Common Shares ($1.25 par value)	Chicago Stock Exchange
Exchangeable Shares (no par value)	Toronto Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. þ Yes o 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. o Yes þ 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. þ Yes o No.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. o .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer þ Accelerated filer o Non-accelerated filer o

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

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As of June 23, 2006, 246,233,480 shares of the registrant’s common stock ($1.25 par value) were outstanding and the aggregate market value of the registrant’s voting shares held by non-affiliates was approximately $14,531,562,772

As of February 2, 2007, 236,699,228 shares of the registrant’s common stock ($1.25 par value) were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Notice of 2007 Annual Meeting of Shareholders and Proxy Statement for the company’s Annual Meeting of Shareholders to be held April 19, 2007, are incorporated by reference into Part II and III.

EXPLANATORY NOTE

This Amendment on Form 10-K/A (this “Amendment”) constitutes Amendment No. 1 to the registrant’s Annual Report on Form 10-K (the “Form 10-K”) for the fiscal year ended December 31, 2006, filed on March 1, 2007. Due to a clerical error, certain exhibits were inadvertently not filed with the Form 10-K. The Company is filing this Amendment to file the missing exhibits. The Form 10-K otherwise remains unchanged.

EXHIBITS

| 3 | — | Articles of Incorporation (incorporated by
reference to 1999 Form 10-K filed with the
Securities and Exchange Commission on March 10,
2000 — Commission File Number 1-4825) |
| --- | --- | --- |
| | (ii) | Bylaws (incorporated by reference to Current
Report on Form 8-K filed with the Securities and
Exchange Commission on October 19, 2006 —
Commission File Number 1-4825) |
| 10 | — | Material Contracts |
| | (a) | Agreement with S. R. Rogel (incorporated
by reference to 1997 Form 10-K filed with the
Securities and Exchange Commission on March 13,
1998 — Commission File Number 1-4825) |
| | (b) | Form of Executive Change of Control Agreement * |
| | (c) | Form of Executive Severance Agreement * |
| | (d) | Form of Executive Change of Control Agreement
(Weyerhaeuser Company Limited and Weyerhaeuser
Company) * |
| | (e) | Weyerhaeuser Company Long-Term Incentive
Compensation Plan approved by shareholders on
April 13, 2004 (incorporated by reference to Form
8-K filed with the Securities and Exchange
Commission on February 14, 2005 – Commission File
Number 1-4825) |
| | (f) | Form of Weyerhaeuser Company 2004 Long-Term
Incentive Plan Stock Option Agreement
(incorporated by reference to Form 8-K filed with
the Securities and Exchange Commission on February
21, 2006 – Commission File Number 1-4825) |
| | (g) | Form of Weyerhaeuser Company 2004 Long-Term
Incentive Plan Performance Plan Award Agreement
(incorporated by reference to Form 8-K filed with
the Securities and Exchange Commission on February
21, 2006 – Commission File Number 1-4825) |
| | (h) | Form of Weyerhaeuser Company 2004 Long-Term
Incentive Plan SAR Grant Agreement (incorporated
by reference to Form 8-K filed with the Securities
and Exchange Commission on February 21, 2006 –
Commission File Number 1-4825) |
| | (i) | Form of Weyerhaeuser Company 2004 Long-Term
Incentive Plan Tandem SAR Grant Agreement
(incorporated by reference to Form 8-K filed with
the Securities and Exchange Commission on February
21, 2006 – Commission File Number 1-4825) |
| | (j) | Weyerhaeuser Company Annual Incentive Plan for
Salaried Employees (incorporated by reference to
Form 8-K filed with the Securities and Exchange
Commission on October 25, 2005 – Commission File
Number 1-4825) |
| | (k) | Weyerhaeuser Company Comprehensive Incentive
Compensation Plan (incorporated by reference to
2004 Form 10-K filed with the Securities and
Exchange Commission on March 3, 2005 — Commission
File Number 1-4825) |

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| | | (l) — (m) | Weyerhaeuser Company Salaried Employees
Supplemental Retirement Plan (incorporated by
reference to 2004 Form 10-K filed with the
Securities and Exchange Commission on March 3,
2005 — Commission File Number 1-4825) — Compensation for Directors (incorporated by
reference to Form 8-K filed with the Securities
and Exchange Commission on April 25, 2005 —
Commission File Number 1-4825) |
| --- | --- | --- | --- |
| | | (n) | Fee Deferral Plan for Directors of
Weyerhaeuser Company (incorporated by reference to
2004 Form 10-K filed with the Securities and
Exchange Commission on March 3, 2005 — Commission
File Number 1-4825) |
| | | (o) | Fee Deferral Plan for Canadian Directors of
Weyerhaeuser Company (incorporated by reference to
2004 Form 10-K filed with the Securities and
Exchange Commission on March 3, 2005 — Commission
File Number 1-4825) |
| | | (p) | $1,200,000,000 Competitive Advance and Revolving Credit Facility Agreement, dated as of December 19, 2006,
among Weyerhaeuser Company, Weyerhaeuser Real Estate Company, the Lenders, Swing-Line Banks and Initial
Fronting Banks named therein, JPMorgan Chase Bank, N.A. as administrative agent, Citibank, N.A., as
syndication agent, Bank of America, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Deutsche Bank
Securities Inc., as documentation agents, and Morgan Stanley Bank as co-documentation agent. |
| | | (q) | $1,000,000,000 Competitive Advance and Revolving Credit Facility Agreement, dated as of December 19, 2006, among
Weyerhaeuser Company, Weyerhaeuser Real Estate Company, the Lenders, Swing-Line Banks and Initial
Fronting Banks named therein, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as
Syndication Agent, Bank of America, N.A., Deutsche Bank Securities Inc. and The Bank of
Tokyo-Mitsubishi UFJ, LTD., as Documentation Agents and Morgan Stanley Bank, as Co-Documentation
Agent. |
| | | (r) | Asset Purchase Agreement dated as of February 17, 2005, between Coastal Acquisition LTD and
Weyerhaeuser Company Limited (incorporated by reference to Form 8-K filed with the Securities and
Exchange Commission on February 23, 2005 – Commission File Number 1-4825) |
| | | (s) | Amended and Restated Contribution and Distribution Agreement among Weyerhaeuser Company, Domtar
Paper Company LLC and Domtar Corporation dated as of January 25, 2007 (incorporated by reference to
Form 8-K filed with the Securities and Exchange Commission on January 31, 2007 – Commission File Number
1-4825). |
| | | (t) | Amended and Restated Transaction Agreement among Weyerhaeuser Company, Domtar Corporation,
Domtar Paper Company LLC, Domtar Delaware Holdings, Inc., Domtar Pacific Papers, Inc., Domtar Pacific
Papers ULC, Domtar (Canada) Paper, Inc., and Domtar, Inc. dated as of January 25, 2007
(incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on
January 31, 2007 – Commission File Number 1-4825). |
| 12 | — | Statements regarding computation of ratios | |
| 14 | — | Code of Business Conduct and Ethics (incorporated by reference to Form 8-K filed with the Securities
and Exchange Commission on December 21, 2005 — Commission File Number 1-4825) | |
| 21 | — | Subsidiaries of the Registrant | |
| 23 | — | Consent of Independent Registered Public Accounting Firm | |
| 31 | — | Certification pursuant
to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended | |
| 32 | — | Certification pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and
Section 1350 of Chapter 63 of Title 18 of the United States
Code (18 U.S.C. 1350) | |

• Filed herewith

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SIGNATURES
EXHIBIT 10.(B)
EXHIBIT 10.(C)
EXHIBIT 10.(D)
EXHIBIT 10.(P)
EXHIBIT 10.(Q)
EXHIBIT 31
EXHIBIT 32

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link1 "SIGNATURES "

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 21, 2007.

WEYERHAEUSER COMPANY
/s/ Steven R. Rogel
Steven R. Rogel
Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities indicated on March 20, 2007.

/s/ Steven R. Rogel
Steven R. Rogel	Donald F. Mazankowski
Principal Executive Officer,	Director
Director and Chairman of the Board
/s/ R ICHARD J. T AGGART	/s/ Nicole W. Piasecki
Richard J. Taggart	Nicole W. Piasecki
Principal Financial Officer	Director
/s/ Jeanne Hillman	/s/ R ICHARD H. Sinkfield
Jeanne Hillman	Richard H. Sinkfield
Principal Accounting Officer	Director
/s/ Debra A. Cafaro	/s/ D. Michael Steuert
Debra A. Cafaro	D. Michael Steuert
Director	Director
/s/ R ICHARD F. Haskayne	/s/ James N. Sullivan
Richard F. Haskayne	James N. Sullivan
Director	Director
/s/ Martha R. Ingram	/s/ Kim Williams
Martha R. Ingram	Kim Williams
Director	Director
/s/ John I. Kieckhefer	/s/ Charles R. Williamson
John I. Kieckhefer	Charles R. Williamson
Director	Director
/s/ Arnold G. Langbo
Arnold G. Langbo
Director

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