Item 1. Business
General - ------- Willamette Industries ("Willamette" or the "Company") was founded in 1906 as the Willamette Valley Lumber Co. in Dallas, Oregon. In 1967, Willamette Valley and several related firms merged to form Willamette Industries, Inc. Its stock has been publicly traded since 1968.
Willamette is a diversified, integrated forest products company with 90 plants and mills manufacturing containerboard, bag paper, fine paper, bleached hardwood market pulp, specialty printing papers, corrugated containers, business forms, cut sheet paper, paper bags, inks, lumber, plywood, particleboard, medium density fiberboard, laminated beams and value-added wood products. We own or control 1,235,000 acres of forests.
Willamette is a medium-sized firm in a very competitive industry consisting of thousands of companies, some larger and more diversified; others much smaller, producing only one or two products. Very competitive conditions exist in every industry segment in which the Company operates. The Company competes in its markets primarily through price, quality and service.
The Company believes its strengths are its vertical integration; its geographically diverse, modern, fiber- and energy-efficient facilities; its concentration on a focused, related product range; its balance among building materials, white paper and brown paper manufacturing and an organizational structure that encourages teamwork as well as individual initiative.
Willamette is listed in the top half of the FORTUNE 500. The Company's common stock trades on The Nasdaq Stock Market under the symbol: WMTT.
Business Segment Information - ---------------------------- The Company has two business segments. The Paper Group segment manufactures and sells pulp and paper products. The Building Materials Group segment manufactures and sells wood products. Sales and operating data for the Paper Group and Building Materials Group segments for the past five years is set forth in the five year comparison captioned "Supplemental Business Segment Information" located on page 24. The Company has no foreign operations and is not dependent on any one significant customer or group of customers. Approximately 97% of the Company's total output is sold domestically.
Pulp and Paper - -------------- Bleached pulp and fine paper Bleached hardwood market pulp is manufactured at Hawesville, Kentucky; fine paper at Hawesville, Marlboro County, South Carolina and Johnsonburg, Pennsylvania. We make 4.9% of the nation's bleached hardwood market pulp, which is sold to outside customers, and 5.9% of the nation's fine paper production.
Chips from nearby sawmills and plywood plants serve as the primary fiber source for bleached paper products. Our timberlands in Tennessee and the Carolinas also serve as a source of fiber.
Containerboard and bag paper Four paper mills manufacture 4.1% of the nation's production of linerboard, corrugating medium and bag paper. All of the product is used or traded for the needs of Willamette's box and bag manufacturing plants.
In Louisiana, our sawmills, plywood plants and timberlands can provide 100% of the chips needed by our linerboard mill; in Oregon, approximately 80% of our chip requirements could be provided from those sources.
Recycled fiber, in the form of used corrugated containers, provides 58.1% of our fiber needs.
Converted paper products - ------------------------ Office papers Six business forms plants manufacture 5.8% of the nation's production of forms. These forms, mostly long-run continuous computer forms, along with Willcopy(R), Willamette's photocopy and cut sheet printer paper produced at our three cut sheet facilities, are marketed by 46 Willamette sales and distribution centers. Our cut sheets represent 6.5% of the nation's production.
Corrugated containers and sheets Corrugated containers and sheets are manufactured by 32 plants, accounting for 5.7% of the nation's corrugated box production. Products range from colorful store displays to eye-catching preprinted boxes; from sturdy wax coated shipping containers to the plain brown box. Corrugated containers are marketed by our own sales force to a variety of industrial and agricultural customers.
Bags Four bag plants make 11.9% of the nation's paper bags, marketed to grocery, department, drug and hardware stores in the West and South by our sales force.
Building Materials - ------------------ Plywood and lumber Plywood products, totalling 7.0% of the nation's structural panel production, are manufactured at 10 plants in Arkansas, the Carolinas, Louisiana and Oregon.
Six sawmills manufacture 1.3% of the nation's lumber production.
Lumber and plywood products are marketed through independent wholesalers and distributors throughout the U.S.
Composite board Five particleboard plants in Louisiana and Oregon manufacture 14.0% of the nation's particleboard. Two medium density fiberboard plants in Arkansas and South Carolina made 19.5% of the nation's MDF in 1994. These plants produce value-added products including color-coated, woodgrain- printed, fire-rated and moisture-resistant boards.
Composite board products are sold nationwide through distributors, as well as directly to cabinet and furniture manufacturers.
Laminated beams Three laminated beam plants in Oregon and Louisiana represent 26.2% of the nation's production. Laminated beams, both stock and custom made, are sold nationwide and internationally.
Timberlands - ----------- Willamette's 1,235,000 acres of timberland supply approximately 40% of our long-term log needs. The remainder is purchased through government and private timber sales and open market purchases. In Oregon, we are able to provide approximately 75% of our log needs from our own timberlands. We now own or control cutting rights on 566,000 acres in Louisiana, Arkansas and Texas; 335,000 acres in Oregon; 188,000 acres in Tennessee; and 146,000 acres in the Carolinas. We continually look for opportunities to expand our fee timber base and make purchases when it is profitable to do so.
Energy - ------ Through cogeneration, the burning of waste materials and the recycling of spent pulping liquors, Willamette's manufacturing facilities are able to generate 62% of their total energy needs.
Employees - --------- Willamette employs approximately 12,260 people, of whom about 52% are represented by labor unions with collective bargaining agreements. Agreements covering approximately 1,185 employees were negotiated in 1994. Agreements involving about 1,320 hourly employees are subject to renewal in 1995. In excess of 45% of all salaried employees have been with the Company more than twelve years.
Environmental Matters - --------------------- See "Management's Discussion and Analysis of Financial Conditions and Results of Operations--Other Matters" for a discussion of the effect on the Company of laws relating to environmental matters.
Item 2.
Item 2. Properties
Manufacturing Facilities - ------------------------ The following table sets forth information regarding the Company's 90 manufacturing facilities at December 31, 1994:
Facility Annual Production -------- ----------------- M Square Ft. (3/8" Basis) Western Plywood (3 Plants) Dallas, Oregon 163,000 Foster, Oregon 98,000 Springfield, Oregon 127,000 ------- Total Western Plants 388,000 -------
Southern Plywood (5 Plants) Dodson, Louisiana 218,000 Emerson, Arkansas 235,000 Ruston, Louisiana 173,000 Taylor, Louisiana 210,000 Zwolle, Louisiana 223,000 ------- Total Southern Plants 1,059,000 --------- Atlantic Plywood (2 Plants) Chester, South Carolina 259,000 Moncure, North Carolina 130,000 ------- Total Atlantic Plants 389,000 ------- (1994 Production- Total Plywood 1,836,000 1,907,000 M) --------- Oriented Strand Board Arcadia, Louisiana(1) -
Total Structural Panels 1,836,000 =========
Western Lumber (4 Mills) M Board Ft Coburg, Oregon 99,000 Dallas, Oregon 98,000 Lebanon, Oregon-2 mills 114,000 ------- Total Western Mills 311,000 ------- Southern Lumber (2 Mills) Dodson, Louisiana 75,000 Zwolle, Louisiana 78,000 ------ Total Southern Mills 153,000 ------- (1994 Production- Total Lumber 464,000 446,000 M) =======
M Square Ft Particleboard (5 Plants) (3/4" Basis) Albany, Oregon 217,000 Bend, Oregon 159,000 Eugene, Oregon(2) 37,000 Lillie, Louisiana 113,000 Simsboro, Louisiana 96,000 ------- (1994 Production- Total Particleboard 622,000 642,000 M) =======
M Square Ft Medium Density Fiberboard (2 Plants) (3/4" Basis) Bennettsville, South Carolina 144,000 Malvern, Arkansas 124,000 ------- (1994 Production- Total MDF 268,000 239,000 M) =======
Engineered Products (5 Plants) Laminated Beams M Board Ft Saginaw, Oregon 23,000 Vaughn, Oregon 52,000 Simsboro, Louisiana 19,000 ------ (1994 Production- Total Laminated Beams 94,000 75,000 M) ======
Laminated Veneer Lumber Cubic Ft. (1994 Production- Winston, Oregon 1,750,000 1,595,000 CF) =========
Structural I-Beams M Lineal Ft. Woodburn, Oregon 29,000 (1994 Production- ====== 23,000 M) Other Divisions (4 Facilities) Custom Products Albany, Oregon Custom Services Sweet Home, Oregon Lebanon Machine Lebanon, Oregon Coburg Veneer Coburg, Oregon
Pulp and Paper (8 Mills) Tons Unbleached: Albany, Oregon 471,000 Campti, Louisiana(3) 698,000 Hawesville, Kentucky 175,000 Oxnard, California 178,000 (1994 Production- --------- 1,522,000 1,324,000 Tons) Bleached: --------- Marlboro County, South Carolina 283,000 Hawesville, Kentucky Bleached Market Pulp 158,000 Fine Paper 205,000 Johnsonburg, Pennsylvania 347,000 (1994 Production- --------- 993,000 903,000 Tons) --------- Total Pulp and Paper 2,515,000 (1994 Production- ========= 2,227,000 Tons)
Corrugated Containers and Sheets(32 Plants)M Square Ft Aurora, Illinois 982,000 Beaverton, Oregon 888,000 Bellevue, Washington 615,000 Bellmawr, New Jersey 712,000 Bowling Green, Kentucky 770,000 Cerritos, California 885,000 Compton, California 780,000 Dallas, Texas 1,038,000 Delaware, Ohio 601,000 Elk Grove, Illinois 484,000 Fort Smith, Arkansas 794,000 Fridley, Minnesota 1,102,000 Golden, Colorado 744,000 Griffin, Georgia 966,000 Huntsville, Alabama 1,000,000 Indianapolis, Indiana 626,000 Kansas City, Kansas 846,000 Lincoln, Illinois 445,000 Louisville, Kentucky 460,000 Lumberton, North Carolina 560,000 Maryland Heights, Missouri 867,000 Matthews, North Carolina 444,000 Memphis, Tennessee 49,000 Moses Lake, Washington 911,000 Newton, North Carolina 459,000 Sacramento, California 729,000 San Leandro, California 1,338,000 Sanger, California 838,000 Sealy, Texas 808,000 St. Paul, Minnesota 540,000 Warrensville Heights, Ohio 120,000 West Memphis, Arkansas 848,000 ---------- (1994 Production- Total Corrugated Containers 23,249,000 21,320,000 M) ==========
Business Forms (6 Plants) Tons Cerritos, California 56,000 Dallas, Texas 46,000 Indianapolis, Indiana 60,000 Langhorne, Pennsylvania 66,000 Rock Hill, South Carolina 44,000 West Chicago, Illinois 50,000 ------- (1994 Production- Total Business Forms 322,000 310,000 Tons) =======
Cut Sheets and Other Converting (3 Plants) Tons DuBois, Pennsylvania 96,000 Owensboro, Kentucky 71,000 Tatum, South Carolina 90,000 ------- (1994 Production- Total Cut Sheets 257,000 223,000 Tons) =======
Kraft Bags and Sacks (4 Plants) Tons Beaverton, Oregon 65,000 Buena Park, California 53,000 Dallas, Texas 28,000 North Kansas City, Missouri 24,000 ------- (1994 Production- Total Kraft Bags and Sacks 170,000 150,000 Tons) =======
Preprinted Linerboard (2 Plants) M Square Ft Richwood, Kentucky 540,000 Tigard, Oregon 480,000 --------- (1994 Production- Total Preprinted Linerboard 1,020,000 772,000 M) =========
Inks and Specialty Products(2 Plants) Tons Beaverton, Oregon 3,000 Delaware, Ohio 3,000 ----- (1994 Production- Total Inks 6,000 5,000 Tons) ===== (1) Production to begin in 1996.
(2) To be converted to the production of medium density fiberboard by the fourth quarter of 1995.
(3) Includes a second linerboard machine which began production in January 1995.
Timberlands - ----------- For information respecting the Company's timberlands, see "Business-- Timberlands."
Item 3.
Item 3. Legal proceedings
There are no material legal proceedings pending as of the date hereof.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during the fourth quarter of the year ended December 31, 1994.
Executive Officers of the Registrant
The executive officers of the Company are elected annually by the board of directors. At February 9, 1995, the executive officers of the Company, their ages at December 31, 1994, and their positions with the Company were as follows:
Name Age Position ---- --- -------- William Swindells 64 Chairman of the board and chief executive officer, director
Steven R. Rogel 52 President and chief operating officer
William P. Kinnune 55 Executive vice president- corrugated containers and bags
Michael R. Onustock 55 Executive vice president-pulp and fine paper marketing
J. A. Parson 59 Executive vice president and chief financial officer, secretary and treasurer
Floyd Vike 59 Executive vice president- building materials marketing
Each executive officer has been employed by the Company in his present or in another managerial capacity for more than five years.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The Company's common stock trades on The Nasdaq Stock Market under the symbol: WMTT. At December 31, 1994, there were approximately 6,100 holders of record of the Company's common stock. The following table shows for the periods indicated the high and low closing sales prices of, and the per share dividends paid on, the Company's common stock in each case as adjusted for stock splits.
1994 1993 -------------------- --------------------- Closing Closing Dividends Price Dividends Price Paid High-Low Paid High-Low --------- -------- --------- -------- 1st Quarter.... $0.24 59-45 3/4 $0.22 44-35 7/8 2nd Quarter.... 0.24 49 1/2-42 3/4 0.22 43 1/4-36 3/4 3rd Quarter.... 0.24 52-41 1/2 0.22 42-35 3/4 4th Quarter.... 0.24 50 3/4-41 0.22 49 1/2-37 1/2
A dividend of $.27 per share was declared on the common stock for the first quarter of 1995 representing an indicated annual dividend rate of $1.08 per share. The Company expects to continue paying regular cash dividends, although there is no assurance as to future dividends as they are dependent on earnings, capital requirements and financial condition.
Item 6.
Item 6. Selected Financial Data
The following table shows selected financial data for the Company for the periods indicated: ---------------------------------------------------------------------------- Financial Results (dollar amounts, except per share amounts, in thousands)
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Paper products markets tend to follow general economic conditions. The sales and earnings of the building materials business are closely related to new housing starts, remodeling activity and to the availability and terms of financing for construction. The cost of wood fiber, the basic raw material for both industry segments, is sensitive to various supply and demand factors, including environmental issues affecting log supply.
Results of Operations 1994 vs. 1993
Net sales increased 14.7% in 1994 compared to 1993. Paper products sales increased 18.4% as unit volume sales increased in all paper product lines. Unbleached paper products selling prices improved significantly throughout 1994 as demand for these products was strong while available supplies grew at a far slower pace. In addition, demand for linerboard grew in export markets further tightening supply. In bleached paper products, hardwood market pulp prices trended upward throughout 1994. Average sales price realizations for other bleached paper products trended down through the second quarter of 1994. In the second half of 1994, there was a favorable upward trend in bleached paper products sales prices such that the average realization for fine paper prices in the fourth quarter of 1994 were 13.6% above levels from the same period in 1993. This upward trend continued as we entered the first quarter of 1995.
Building materials sales were up 8.9% compared with 1993 as average sales price realizations increased for all building materials product lines. Both particleboard and medium density fiberboard (MDF) average sales prices increased in excess of 15.0% in 1994 as compared with 1993. Sales volumes increased for both particleboard and MDF, however plywood experienced slight volume declines due to the continuing reduction in the availability of federal timber in the Pacific Northwest.
As the federal government owns nearly 60% of the commercial timberland in Oregon, preservationist pressures that have stopped federal timber sales have caused a significant reduction in available timber supply. State and private timber supply is inadequate to fill the shortfall. This in turn has resulted in many mill closures at a time when product demand is increasing, creating supply-related pressures on lumber and plywood prices. In October 1994, the Company closed its Sweet Home, Oregon plywood plant due to the reduced availability of federal timber. Currently, the Company is able to provide approximately 75% of its Oregon log needs from its own timberlands on a sustainable basis. No additional plant closures are anticipated in the immediate future.
Gross profit margins increased to 18.3% in 1994 from 16.4% in 1993. Paper products gross margins increased to 13.8% from 11.6% in 1993 reflecting improved selling prices in the last half of 1994. This improvement was tempered by start-up costs associated with a new pulping facility and paper machine at the Johnsonburg, Pennsylvania mill. In addition, margins were also pressured as the prices for old corrugated containers, a recycled raw material used in the manufacture of unbleached containerboard, increased 68.5% from 1993. Building materials gross profit margins increased to 25.9% compared with 23.9% in 1993. The improvement in building materials margins is due mainly to increases in average sales price realizations for all product lines. However, the Company continues to experience increasing raw material costs due to environmental and supply and demand factors. The cost of resin and glue, raw materials used in the manufacture of particleboard, MDF and plywood, increased significantly from 1993.
Selling and administrative expenses declined to 6.1% of sales compared with 6.7% in 1993. The decline was due primarily to additional sales volumes as selling and administrative expenses increased 5.9% between the two periods.
Other expense increased to $6.4 million in 1994 compared with $3.9 million in 1993. The increase is due primarily to a charge of $5.0 million ($.06 per share, after-tax) for the closure of the Sweet Home, Oregon plywood plant recorded in the third quarter of 1994.
Interest expense increased to $71.5 million in 1994 compared with $63.3 million in 1993. Although the Company's average outstanding debt increased $98.7 million between the two periods, gross interest was $80.8 million in 1994 versus $79.2 million in 1993 as the Company's effective interest rate on average outstanding debt declined from 8.1% in 1993 to 7.5% in 1994. Capitalized interest declined from $15.9 million in 1993 to $9.3 million in 1994. The weighted average interest rate of all debt was 7.75% at December 31, 1994 compared with 7.31% at December 31, 1993.
The overall effective income tax rate declined to 38.5% in 1994 from 41.5% in 1993. The federal corporate income tax rate increased in 1993 which required an increase in the deferred tax liability account and a corresponding charge to earnings in the amount of $5.9 million or $.11 per share.
Results of Operations 1993 vs. 1992
Net sales increased 10.5% in 1993 compared to 1992. Paper product sales increased 7.6%. Volume increases were experienced in all paper product lines with the exception of bleached market pulp. The acquisition of eleven corrugated container facilities in June 1992 and the resulting full year's sales in 1993 accounted for nearly all of the increase in paper product sales. Excess industry production capacity and weak foreign markets more than offset improvements in the domestic economy resulting in continued price declines in all paper product lines with the exception of small increases for fine paper and cut sheets.
Building materials sales increased 15.4% compared with 1992 as average sales price realizations increased for all building materials product lines and, most significantly, for lumber products whose average sales price realizations increased approximately 34.0%. Sales volumes increased in composite board panels but decreased in plywood and lumber products 7.0% and 3.5%, respectively, because of reduced operating levels resulting from the lack of logs.
Gross profit margins increased to 16.4% in 1993 from 15.4% of sales in 1992. Gross profit margins for paper decreased to 11.6% from 14.8% in 1992 reflecting continued poor pricing for paper products. Building materials gross profit margins increased to 23.9% from 16.3% in 1992 primarily due to increased average sales price realizations in all building materials product lines. At the same time, however, costs for open market logs continued to increase due to supply factors.
Selling and administrative expenses declined to 6.7% of sales in 1993 compared to 7.0% in 1992. The decrease is primarily due to additional sales volume.
Interest expense declined 4.7% to $63.3 million in 1993 from $66.4 million in 1992. Gross interest expense increased $5.4 million in 1993 over the comparable amount in 1992 as the Company's average outstanding debt increased $129.5 million. However, capitalized interest increased to $15.9 million in 1993 compared to $7.4 million in 1992 which more than offset the increase in gross interest expense. In addition, the impact of increased debt was minimized by an overall reduction of effective interest rates. The weighted average interest rate was 7.31% at December 31, 1993 compared with 8.56% at December 31, 1992.
Liquidity and Capital Resources
Willamette generates funds internally via net earnings and non-cash charges against earnings such as depreciation, cost of fee timber harvested and deferred income taxes. Funds generated externally have usually been through debt financing.
In 1994, cash flows from operating activities were $396.9 million and represented an increase of 32.9% over comparable cash flows in 1993. This increase was primarily due to additional net earnings and depreciation. As a result of the increase in internally generated cash flows, external long-term borrowings have been limited to a draw-down in June, 1994 of the remaining $25 million available under a $100 million revolving credit facility at market interest rates from a bank. As a result of the above cash flows and financing activities, the total debt-to-capital ratio is 43.5% at December 31, 1994 compared with 45.2% at December 31, 1993.
The Company is continually making capital expenditures at its manufacturing facilities to improve fiber utilization, labor efficiency and to expand production. In 1994, the Company made such capital expenditures of $340.3 million.
During 1994 the following major capital projects were completed:
-- Construction of a new fiberline and paper machine at the Johnsonburg, Pennsylvania fine paper mill.
-- Modernization of the plywood plant at Moncure, North Carolina.
-- Addition of pulp drying capacity and expansion of the fiberline at the Marlboro County, South Carolina paper mill.
-- Construction of a glue-laminated beam plant at Simsboro, Louisiana.
Major capital projects underway at December 31, 1994 include the following:
-- Construction of a second linerboard machine at the paper mill in Campti, Louisiana which began production in January, 1995.
-- Expansion of the Bennettsville, South Carolina medium density fiberboard facility.
-- Conversion of the Eugene, Oregon particleboard plant to manufacture medium density fiberboard.
-- Construction of an oriented strand board facility in Arcadia, Louisiana.
-- Construction of a gas turbine cogeneration facility at the Albany, Oregon paper mill.
-- Upgrade and rebuild of three specialty paper machines at the Johnsonburg, Pennsylvania paper mill.
-- Upgrade and expansion of the paper machine at Oxnard, California.
-- Expansion of the cut sheet facility at Owensboro, Kentucky with a 12-pocket sheeter.
-- Expansion of pulping capacity at the Marlboro County, South Carolina paper mill.
-- Upgrade to evaporators at the Hawesville, Kentucky bleached pulp mill.
The total cost of all major capital projects in progress at December 31, 1994 was estimated to be approximately $492.3 million of which $188.3 million has already been spent. These projects will be funded with internally generated cash flows and with external borrowings if needed. The Company believes it has the resources available to meet its liquidity requirements through internally generated cash flows, short-term borrowings and revolving credit agreements which could be arranged with a number of banks. In addition, in April 1994, the Company registered, under the Securities Act of 1933, senior debt securities totaling $200 million. As of December 31, 1994, none of these debt securities had been issued.
Other Matters
The Company believes it is in substantial compliance with federal, state and local laws regarding environmental quality.
The Environmental Protection Agency (EPA) has issued proposed rules regarding air and water quality referred to as the "cluster rules". These rules are currently undergoing public review and are extremely onerous with a potential financial impact to the paper industry estimated in excess of $11 billion in capital spending to comply with the proposed rules. This level of regulation does not appear to be justified on either an environmental impact or cost benefit basis and it is hoped compromise can be reached lessening the severity of the rules.
In addition to the impact of the cluster rules on pulp and paper mills, the Company's other operations are faced with increasingly stringent environmental regulations. Based upon regulations either enacted or proposed for future enactment, the Company estimates that over the next five years required capital expenditures to comply with environmental regulations will be less than $250 million. Although future environmental capital expenditures cannot be predicted with any certainty because of continuing changes in laws, we believe that compliance with such environmental regulations will not have a material adverse effect upon the Company's competitive position.
Much attention has been given to the controversy concerning preservationists' efforts to stop the harvest of timber from Federal timberlands in the Northwest. Concurrent with these efforts have come increased regulations, limitations and restrictions on the harvest of timber from privately-owned timberlands. Current rules and regulations do not significantly impact the Company's ability to manage its Oregon timberland on a sustained yield basis.
Over the years, inflation has resulted in replacement costs higher than those originally needed to purchase existing plants and equipment. Advancing technology and environmental concerns also contribute to higher costs. Productivity gains, because of technological improvements, may partially offset these increased costs. Our use of LIFO to value inventories allows us to include these inflationary costs in the cost of sales.
Item 8.
Item 8. Financial Statements and Supplementary Data
The financial statements and supplementary data filed as part of this report follow the signature pages of this report.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Information regarding (i) directors of the Company is set forth on pages 3 and 4 of the Company's definitive proxy statement (the "Proxy Statement") for its 1995 annual meeting of shareholders, under the heading "Election of Directors" and (ii) the failure by a director and an emeritus director of the Company to file, on a timely basis, an aggregate of three reports required by Section 16(a) of the Securities Exchange Act of 1934, is set forth in the first paragraph on page 3 of the Proxy Statement, which information is incorporated herein by reference. Information regarding the executive officers of the Company is set forth under the heading "Executive Officers of the Registrant" in Part I of this report.
Item 11.
Item 11. Executive Compensation
Information regarding compensation of directors and executive officers of the Company is set forth in the Proxy Statement under the headings "Executive Compensation" on pages 5-7, "Compensation Committee Interlocks and Insider Participation" on pages 7 and 8, "Compensation of Directors" on pages 11 and 12, and "Employment Agreements" on pages 12 and 13. Such information is incorporated herein by reference.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information regarding security ownership of management and certain other beneficial owners is set forth on pages 1 and 2 of the Proxy Statement under the heading "Holders of Common Stock," which information is incorporated herein by reference.
Item 13.
Item 13. Certain Relationships and Related Transactions
Information regarding certain relationships and related transactions is set forth on pages 7 and 8 of the Proxy Statement under the heading "Compensation Interlocks and Insider Participation," which information is incorporated herein by reference. PART IV
Item 14.
Item 14. Exhibits, Financial Statements and Reports on Form 8-K.
(a) 1. and 2. For a list of the financial statements filed herewith, see the index to consolidated financial statements following the signature pages of this report.
(a) 3. For a list of the exhibits filed herewith, see the index to exhibits following the financial statements filed with this report. Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this report is identified in the list.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed for the quarter ended December 31, 1994.
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.
WILLAMETTE INDUSTRIES, INC. (Registrant)
By/s/ J. A. PARSONS Dated: February 9, 1995 (J. A. Parsons) Executive Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 9, 1995, by the following persons on behalf of the registrant in the capacities indicated.
Signature Title
Principal Executive Officer and Director
/s/ WILLIAM SWINDELLS Chairman and Chief Executive Officer and (William Swindells) Director
Principal Financial Officer
/s/ J. A. PARSONS Executive Vice President and (J. A. Parsons) Chief Financial Officer, Secretary and Treasurer
Principal Accounting Officer
/s/ DUANE C. MCDOUGALL Vice President-Controller (Duane C. McDougall)
/s/ C. M. BISHOP Director (C. M. Bishop)
/s/ GERARD K. DRUMMOND Director (Gerard K. Drummond)
/s/ E. B. HART Director (E. B. Hart)
/s/ C. W. KNODELL Director (C.W. Knodell) /s/ PAUL N. MCCRACKEN Director (Paul N. McCracken)
/s/ STUART J. SHELK, JR. Director (Stuart J. Shelk, Jr.)
/s/ ROBERT M. SMELICK Director (Robert M. Smelick)
/s/ SAMUEL C. WHEELER Director (Samuel C. Wheeler)
/s/ BENJAMIN R. WHITELEY Director (Benjamin R. Whiteley)
Index to Consolidated Financial Statements
Page No.
Independent Auditors' Report 19
Consolidated Balance Sheets as of December 31, 1994 and 1993 20
Consolidated Statements of Earnings for the Years ended December 31, 1994, 1993 and 1992 21
Consolidated Statements of Stockholders' Equity for the Years ended December 31, 1994, 1993 and 1992 22
Consolidated Statements of Cash Flows for the Years ended December 31, 1994, 1993 and 1992 23
Supplemental Business Segment Information 24
Selected Quarterly Financial Data 25
Notes to Consolidated Financial Statements 26
Independent Auditors' Report
The Board of Directors and Stockholders Willamette Industries, Inc.:
We have audited the accompanying consolidated balance sheets of Willamette Industries, Inc. and subsidiaries as of December 31, 1994 and 1993, and the related consolidated statements of earnings, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1994. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Willamette Industries, Inc. and subsidiaries as of December 31, 1994 and 1993, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 1994 in conformity with generally accepted accounting principles.
As discussed in the notes to the consolidated financial statements, the Company adopted the provisions of the Financial Accounting Standards Board's Statement of Financial Accounting Standards #106, "Employers' Accounting for Postretirement Benefits Other Than Pensions" and Statement of Financial Accounting Standards #109, "Accounting for Income Taxes," in 1993.
KPMG PEAT MARWICK LLP
Portland, Oregon February 9, 1995
CONSOLIDATED STATEMENTS OF EARNINGS Years ended December 31, 1994, 1993 and 1992 (dollar amounts, except per share amounts, in thousands)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Years ended December 31, 1994, 1993 and 1992 (dollar amounts, except per share amounts, in thousands)
CONSOLIDATED STATEMENTS OF CASH FLOWS Years ended December 31, 1994, 1993 and 1992 (dollar amounts in thousands)
SUPPLEMENTAL BUSINESS SEGMENT INFORMATION (dollar amounts in thousands)
Notes to Consolidated Financial Statements December 31, 1994, 1993 and 1992 (dollar amounts, except per share amounts, in thousands)
1. Summary of Significant Accounting Policies ------------------------------------------ (a) Principles of Consolidation The consolidated financial statements include the accounts of all majority-owned subsidiaries. All material intercompany balances and transactions have been eliminated upon consolidation.
(b) Inventories Inventories are valued at the lower of cost or market. Cost is determined on the last-in, first-out (LIFO) method for all major classes of inventory. All other inventories are valued at average cost.
(c) Property, Plant and Equipment Property, plant and equipment is carried at cost and includes expenditures for new facilities and those which substantially increase the useful lives of existing plants and equipment. Maintenance, repairs and minor renewals are expensed as incurred. When properties are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and any profit or loss on disposition is credited or charged to income. Depreciation is computed using the straight-line method over the useful lives of the respective assets. Leasehold improvements are amortized over the terms of the respective leases.
(d) Timber, Timberlands and Related Facilities These accounts are stated at their cost less the cost of fee timber harvested and the amortization of logging roads. Amortization of logging roads is charged to expense as timber is harvested. Both the cost of fee timber harvested and amortization rates are determined with reference to costs and the related existing volume of timber estimated to be recoverable. The Company obtains a portion of its timber requirements from various public and private sources under timber harvesting contracts. The Company does not incur a direct liability for, or ownership of, this timber until it has been harvested; therefore, the timber is not recorded until cut.
(e) Income Taxes Deferred income taxes are provided to reflect the tax effect of temporary differences in reporting income and deductions for tax purposes. Effective January 1, 1993, the Company adopted the provisions of SFAS #109 "Accounting for Income Taxes" which requires deferred taxes payable in the future to be reflected at current statutory tax rates. This change resulted in a credit to net earnings and a reduction in the deferred tax liability by a corresponding amount of $40,000 or $.73 per share.
(f) Capitalized Interest Interest is capitalized on funds borrowed during the construction period on certain assets. Capitalized interest in 1994, 1993 and 1992 was $9,294, $15,904 and $7,354 respectively and is netted against interest expense in the consolidated statement of earnings. Such capitalized interest will be amortized over the depreciable life of the related assets.
2. Inventories ----------- The major components of inventories for the two years ended December 31, 1994 are as follows: December 31, ----------------------- 1994 1993 -------- -------- Finished product....................... $ 72,229 78,197 Work in progress....................... 6,794 6,205 Raw material........................... 114,596 128,312 Supplies............................... 62,472 56,349 -------- ------- $256,091 269,063 ======= ======= Valued at: LIFO cost............................ $167,481 185,424 Average cost......................... 88,610 83,639
If current cost rather than LIFO cost had been used by the Company, inven- tories would have been approximately $81,081 and $59,910 higher in 1994 and 1993 respectively.
3. Income Taxes
The provision for income taxes includes the following:
1994 1993 1992 ------- ------ ------
Payable from taxable earnings..........$ 77,478 37,690 17,203 Payable (reduction) due to AMT......... 400 8,000 19,000 ------- ------ ------ Currently payable...................... 77,878 45,690 36,203 Deferred taxes due to temporary differences for: Accelerated depreciation......... 32,213 24,824 10,143 Increase in Federal corporate tax rate by 1%................ - 5,864 - Other............................ 1,209 2,122 1,554 ------- ------ ------ Total deferred................ 33,422 32,810 11,697 ------- ------ ------ Total provision...............$111,300 78,500 47,900 ======= ====== ======
Federal income taxes...................$ 95,000 67,000 40,400 State income taxes..................... 16,300 11,500 7,500 ------- ------ ------ $111,300 78,500 47,900 ======= ====== ======
The Company has no foreign pretax income. The Company's deferred income tax liability is mainly due to depreciation. Differences between the effective tax rate and the Federal statutory rate are shown in the following table as a percentage of pretax income:
1994 1993 1992 ---- ---- ---- Federal statutory rate....................... 35.0% 35.0% 34.0% State income taxes, net of Federal tax effect......................... 3.7 4.0 3.8 Adjustment to deferred taxes due to increase in Federal corporate tax rate by 1%........ - 3.1 - Other........................................ (.2) (.6) (.8) ---- ---- ---- 38.5% 41.5% 37.0% ==== ==== ====
The Company's consolidated Federal income tax returns for 1978 through 1989 have been examined by the Internal Revenue Service and while final settlement has not been made, management believes that the Company has provided for all deficiencies that ultimately might be assessed.
The Tax Reform Act of 1986 expanded the corporate alternative minimum tax (AMT). Under this Act, the Company's tax liability is the greater of its regular tax or the AMT. To the extent the Company's AMT liability exceeds its regular tax liability, the AMT liability may be applied against future regular tax liabilities. The Company expects to utilize future AMT credits as taxable income increases and current temporary differences reverse. At December 31, 1994, the Company had AMT credits of $51,400 which have been offset against deferred income taxes related to depreciation. No valuation allowance is required for these credits.
In August 1993, the Federal corporate tax rate increased to 35% retroactive to January 1, 1993, impacting both the current year's provision for income taxes and the deferred tax liability. Accounting standards required that the cumulative impact of the increase in rate ($5,864 or $.11 per share) be charged to income in the third quarter of 1993 with a corresponding increase in the deferred tax liability.
4. Long-term Debt -------------- Long-term debt consists of the following:
December 31, ---------------------- 1994 1993 -------- -------- Notes payable to public: 9.55%, due in 1995....................... $100,000 100,000 7.00%, due in 1998....................... 100,000 100,000 9.625%, due in 2000...................... 150,000 150,000 7.75%, due in 2002....................... 100,000 100,000 9.125%, due in 2003...................... 50,000 50,000 9.00%, due in 2021....................... 150,000 150,000
Medium-term notes, with interest rates ranging from 5.66% to 7.30%, due in varying amounts through 2013...... 150,000 150,000
Bank term loan, with interest rates averaging 6.28% and 3.59%, due in 1996... 100,000 75,000
Revenue bonds, with interest rates averaging 5.39% and 4.86%, due in varying amounts through 2023............................. 62,067 62,704
Other long-term debt, with interest rates averaging 8.20% and 6.28%, due in varying amounts through 2006.............. 4,686 5,284 -------- -------- 966,753 942,988 Less: Current installments.................. 50,956 1,278 -------- -------- $915,797 941,710 ======== ========
Principal payment requirements on the above debt for the four years subse- quent to 1995 are: 1996, $103,543; 1997, $713; 1998, $152,733; 1999, $753.
The Company has made arrangements to refinance $50,000 of the note due in 1995 on a long-term basis. The balance of this note will be repaid with internally generated cash flow or short-term borrowing.
The Company utilized short-term borrowings with a number of banks at various times during 1994 and 1993 with $100,000 outstanding at December 31, 1994. Such borrowings were backed by a line of credit which carried fees at market rates. Other uncommitted lines of credit are available. Interest is based upon prevailing short-term rates in effect at the time of the transaction. Information on short-term debt during 1994 and 1993 is as follows:
1994 1993 -------- --------
Average daily short-term debt outstanding... $124,767 68,947 Weighted average interest rate.............. 4.51% 3.29%
The fair value of the Corporation's long-term debt is not materially different than the amount shown on the face of the balance sheet at December 31, 1994. The Company does not have any derivative financial instruments.
5. Pension and Retirement Plans ----------------------------
The Company contributes to multi-employer retirement plans at fixed payments per hour for certain hourly employees.
DEFINED BENEFIT PLANS
Substantially all other employees of the Company are covered by noncontributory defined benefit plans. Under the salaried plan, retirement benefits are based on both years of service and the highest five consecutive years of compensation prior to retirement. Plans covering hourly employees provide benefits of stated amounts for each year of service. Total pension expense in 1994, 1993 and 1992 for all such plans was $9,580, $6,429 and $6,227 respectively.
The Company makes annual contributions to the plans that are between the minimum amounts required by the Employee Retirement Income Security Act and the maximum amounts deductible under current tax regulations. Such contributions are intended to provide not only for benefits attributed to service to date, but also for those expected to be earned in the future.
The net periodic pension cost for 1994, 1993 and 1992 included the following components: 1994 1993 1992 ---- ---- ----
Service cost of benefits earned during the period ................... $11,061 9,158 8,201 Interest cost on projected benefit contribution ................ 16,843 16,026 14,689 Actual return on assets ............... (2,071) (31,748) (23,611) Net amortization and deferral ......... (21,470) 9,066 3,139 ------ ------ ------ Net periodic pension cost ............. $ 4,363 2,502 2,418 ====== ====== ======
The following table sets forth the plans' funded status and amount recognized in the Company's consolidated financial statements at December 31, 1994 and 1993: December 31 --------------------------------------------------------- 1994 1993 --------------------------- --------------------------- Assets Exceed Accumulated Assets Exceed Accumulated Accumulated Benefits Accumulated Benefits Benefits Exceed Assets Benefits Exceed Assets ------------- ------------- ------------- ------------- Actuarial present value of benefit obligations: Vested benefit obligation $(169,342) ( 28,431) (177,147) (26,983) ======= ======= ======= ====== Accumulated benefit obligation $(171,538) ( 28,725) (179,376) (27,787) ======= ======= ======= ====== (table continued on next page)
Projected benefit obligation $(203,695) (30,328) (217,459) (27,787) Plan assets at fair value 252,327 22,557 262,097 20,737 ------- ------- ------- ------ Plan assets greater (less) than projected benefit obligation 48,632 (7,771) 44,638 (7,050) Unrecognized net (gain) loss (43,071) 129 (36,432) 1,077 Prior service cost not yet recognized in net periodic pension cost 6,050 3,321 6,088 1,465
Unrecognized obligation, net of amortization (6,169) 71 (7,718) (306) ------- ------- ------- ------ Prepaid pension cost(pension liability) recognized $ 5,442 (4,250) 6,576 (4,814) ======= ======= ======= ======
The weighted average discount rate and rate of increase in future compensation levels used in determining the actuarial present value of the projected benefit obligation were 8% and 5.5% in 1994 and 7% and 5% in 1993. The expected long-term rate of return on assets was 9%. Substantially all plan assets are invested in stocks, bonds and cash equivalents.
CONTRIBUTORY PLANS
The Company covers all salaried employees and some hourly employees under stock purchase plans. The salaried stock purchase plan allows employees to contribute up to 7% of their salary (which the Company matches up to 6%). Total stock purchase plan expense was $8,925, $8,417 and $7,268 in 1994, 1993 and 1992 respectively.
POSTRETIREMENT BENEFIT PLANS
Effective January 1, 1993, the Company adopted the provisions of SFAS #106 "Employers Accounting for Postretirement Benefits Other Than Pensions" which resulted in a change in accounting for such benefits from the "pay-as-you-go" basis to the accrual basis.
The Company has a contributory postretirement health plan primarily covering its salaried employees. Employees become eligible for these benefits if they meet minimum age and service requirements. The accumulated postretirement benefit obligation (APBO) as of January 1, 1993 was $21,995 and was recorded as a charge, net of tax, against income on a cumulative basis in the amount of $13,600 or $.25 per share. The APBO as of December 31, 1994 and 1993 was:
1994 1993 ------- ------- Retirees....................................... $10,718 $11,870 Other fully eligible participants.............. 4,339 4,627 Other active participants...................... 9,896 9,913 ------- ------- 24,953 26,410 Unrecognized loss.............................. (688) (2,925) ------- ------- APBO recognized in balance sheet............... $24,265 $23,485 ======= =======
Weighted average discount rates of 8% and 7% were used in determining the APBO at December 31, 1994 and 1993 respectively.
The components of net periodic postretirement expenses are as follows:
1994 1993 ------- ------ Service cost benefits earned in period.......... $ 826 $ 675 Interest cost on accumulated benefit obligation. 1,811 1,725 Amortization of (gain) loss from earlier periods 60 - ------- ------ Net expense..................................... $ 2,697 $ 2,400 ======= ======
Weighted average discount rates of 7% and 8% were used to determine the interest cost component of the 1994 and 1993 net periodic expense.
For the year 1994, a 10.5% increase in the medical cost trend rate was assumed. This rate decreases incrementally to an annual rate of 5% after 11 years. A 1% increase in the medical trend rate would increase the APBO by $3,000 and increase the net periodic postretirement expense by $330.
6. Stockholders' Equity -------------------- The Company has a Stock Option and Stock Appreciation Rights Plan (the Plan). The Plan provides that options be granted at exercise prices not less than market value on the date the option is granted. Options granted generally become exercisable after one year in 33-1/3% increments per year and expire ten years from the date of grant. The Company has reserved 3,000,000 shares for distribution under the Plan. A summary of stock option activity related to the Plan is as follows: Option Price Shares Per Share --------- ------------
Outstanding December 31, 1991 1,172,020 16.75-28.875 Granted 182,400 38.875 Exercised 323,990 16.75-28.875 Canceled or surrendered 23,858 16.75-28.875 --------- ------------
Outstanding December 31, 1992 1,006,572 16.75-38.875 Granted 259,150 39.25 Exercised 137,459 16.75-38.875 Canceled or surrendered 1,460 38.875-39.25 --------- ------------
Outstanding December 31, 1993 1,126,803 16.75-39.25 Granted 259,420 45.375 Exercised 143,045 16.75-39.25 Canceled or surrendered 10,367 16.75-45.375 --------- ------------
Outstanding December 31, 1994 1,232,811 $16.75-45.375 ========= ============
Shares exercisable 776,305 $16.75-45.375 ========= ============
In addition, stock appreciation rights (SARs) which have been awarded and are outstanding to officers of the Company amount to 88,790 shares, of these 4,110 with a basis of $16.75; 2,410 with a basis of $28.875; 10,400 with a basis of $24.25; 31,250 with a basis of $23.25 and 40,620 with a basis of $26.25 were available for exercise at December 31, 1994. On exercise of the SAR, the holder receives in cash an amount equal to the difference between the market price of the common stock at the date the SAR is exercised and the basis of the SAR.
Under the Plan, a committee of the Board of Directors of the Company is authorized to issue up to 500,000 restricted shares of common stock to eligible employees. These shares are subject to certain transfer restrictions, including the passage of time, and vesting may be dependent upon continued employment, the attainment of performance goals, or both. The Company has awarded 36,425 restricted shares of common stock to certain officers at no cost. These shares will vest in one-third annual increments beginning after three years of continuous employment. At December 31, 1994, 17,551 restricted shares have not yet vested and 18,874 have been either issued or cancelled. Unearned compensation, representing the fair market value of the shares at the date of issuance, is charged to income over the vesting period.
The Company has a shareholder rights plan providing for the distribution of rights to shareholders ten days after a person or group (an "acquiring person") becomes the owner of 20% or more of the Company's common stock or makes a tender offer or exchange offer which would result in the ownership of 30% or more of the common stock. Once the rights are distributed, each right becomes exercisable to purchase, for $175, 1/100th of a share of new series of Company preferred stock, which 1/100th share is intended to equal one common share in market value. Ten days after an acquiring person becomes the owner of 20% or more of the Company's common stock, each right (other than rights held by the acquiring person) becomes exercisable to purchase for $175, common shares with a market value of $350. The rights will expire in 2000 and may be redeemed at $.01 per right any time prior to the tenth day after an acquiring person becomes the owner of 20% or more of the common stock.
7. Business Segments ----------------- The Company operates in two principal business segments: Paper Products and Building Materials. Timber, timberlands and related facilities have not been allocated to the two segments because they are managed to supply raw materials to both segments. Information with respect to the sales, operating income and identifiable assets of these segments is included in the five-year comparison on page 24. Information with respect to depreciation, cost of fee timber harvested, amortization and capital expenditures for the years ended December 31, 1994, 1993 and 1992 is shown below:
Depreciation, Cost of Fee Timber Harvested and Amortization ---------------------------- 1994 1993 1992 ---- ---- ----
Paper Products............. $152,983 129,069 111,661 Building Materials......... 44,459 43,522 39,473 Timber, timberlands and related facilities...... 19,810 21,611 22,650 ------- ------- ------- $217,252 194,202 173,784 ======= ======= =======
Capital Expenditures -------------------------- 1994 1993 1992 ---- ---- ---- Paper Products............. $298,931 323,952 300,505 Building Materials......... 41,347 37,536 36,527 Timber, timberlands and related facilities...... 52,883 25,376 30,141 ------- ------- ------- $393,161 386,864 367,173 ======= ======= =======
8. Property, Plant and Equipment ----------------------------- Property, plant and equipment accounts are summarized as follows:
Principal range of December 31 useful lives 1994 1993 ------------ -------- -------- Land........................ - $ 28,933 26,593 Building materials manufacturing facilities. 10 - 25 518,295 494,833 Paper products manufacturing and converting facilities.... 10 - 30 2,383,177 1,977,473 Furniture and fixtures...... 3 - 10 58,930 47,482 Leasehold improvements...... life of lease 6,195 6,036 Construction in progress.... 169,857 287,506 --------- --------- 3,165,387 2,839,923 Accumulated depreciation.... 1,301,882 1,121,860 --------- --------- $1,863,505 1,718,063 ========= =========
9. Contingencies ------------- There are various lawsuits, claims and environmental matters pending against the Company. While any proceeding or litigation has an element of uncertainty, management believes that the outcome of any lawsuit or claim that is pending or threatened, or all of them combined will not have a material adverse effect on the Company's financial condition or operations.
10. Acquisition of Corrugated Facilities ------------------------------------ On June 30, 1992, the Company acquired eleven corrugated facilities from Boise Cascade Corporation for cash including inventories and certain other assets and liabilities. The acquisition was accounted for as a purchase.
Supplemental information concerning the acquisition follows:
Cash purchase price.................... $ 89,292 ======= Purchase was allocated to: Non-cash working capital............ $ 10,578 Plant and equipment................. 78,714 ------- $ 89,292 =======
INDEX TO EXHIBITS
EXHIBIT - ------- 2. Not applicable.
3A. Third Restated Articles of Incorporation of the registrant. Incorporated by reference from Exhibit 3A of the registrant's annual report on Form 10-K for the year ended December 31, 1993 ("1993 Form 10-K").
3B. Bylaws of the registrant as amended through November 11, 1993. Incorporated by reference from Exhibit 3B of the 1993 Form 10-K.
4A. Indenture dated as of March 15, 1983, between registrant and The Chase Manhattan Bank. Incorporated by reference from Exhibit 4A of the registration statement on Form S-3 effective December 13, 1985 (File No. 33-1876). [89]
4A1. Terms of the series of 9.55% Notes due 1995 and form of Note for such series. Incorporated by reference from Exhibit 4A4 of the registrant's annual report on Form 10-K for the year ended December 31, 1990 ("1990 Form 10-K"). [5]
4A2. Terms of the series of 9.625% Notes due 2000 and form of Note for such series. Incorporated by reference from Exhibit 4A5 of the 1990 Form 10-K. [5]
4A3. Terms of the series of 9.125% Notes due 2003 and form of Note for such series. Incorporated by reference from Exhibit 4A6 of the registrant's annual report on Form 10-K for the year ended December 31, 1991 ("1991 Form 10-K"). [5]
4A4. Terms of the series of 9.0% Notes due 2021 and form of Note for such series. Incorporated by reference from Exhibit 4A7 of the 1991 Form 10-K. [5]
4A5. Terms of the series of 7.75% Notes due 2002 and form of Note for such series. Incorporated by reference from Exhibit 4A8 of the registrant's annual report on Form 10-K for the year ended December 31, 1992. [5]
4A6. Form of Note for the series of 7.0% Notes due 1998 in the aggregate principal amount of $100,000,000. Incorporated by reference from Exhibit 4D of the registrant's current report on Form 8-K dated December 29, 1992. [5]
4B. Indenture dated as of January 30, 1993 between the registrant and The Chase Manhattan Bank. Incorporated by reference from Exhibit 1B of the registration statement on Form S-3 effective March 1, 1993 (File No. 33-58044) ("1993 Form S-3). [82]
4B1. Form of Medium-Term Note (fixed rate) for the Medium-Term Notes, Series A. Incorporated by reference from Exhibit 4D to the 1993 Form S-3. [2]
4B2. Terms of the Medium-Term Notes, Series A, due 1998-2013. Incorporated by reference from Exhibit 4B2 to the 1993 Form 10-K. [1]
4C. Preferred Stock Purchase Rights of Willamette Industries, Inc. Incorporated by reference from Exhibit 2 of the registrant's Form 8-A filed February 26, 1990. [61]
9. Not applicable.
10A. Willamette Industries, Inc. Deferred Compensation Plan for Directors. Incorporated by reference from Exhibit 10 of the registrant's annual report on Form 10-K for the year ended December 31, 1983.* [5]
10B. Willamette Industries, Inc. 1986 Stock Option and Stock Appreciation Rights Plan, as amended. Incorporated by reference from Exhibit 10B of the 1990 Form 10-K.* [6]
10C. Willamette Industries, Inc. Retirement Plan for Non-Employee Directors. Incorporated by reference from Exhibit 10 of the 1989 Form 10-K.* [2]
10D. Willamette Industries Inc. Severance Agreement with Key Management Group. Incorporated by reference from Exhibit 10 of the 1991 Form 10-K.* [13]
10E. Willamette Industries 1993 Deferred Compensation Plan. Incorporated by reference from Exhibit 10E to the 1993 Form 10-K.* [16]
10F. Willamette Industries 1995 Long-Term Incentive Compensation Plan.* [12]
11. Computation of per share earnings is obtainable from the financial statements filed with this annual report on Form 10-K.
12. Computation of Ratio of Earnings to Fixed Charges. [1]
13. Not applicable.
16. Not applicable.
18. Not applicable.
21. Omitted because the registrant's subsidiaries considered in the aggregate as a single subsidiary do not constitute a significant subsidiary.
22. Not applicable.
23. Consent of Independent Auditors to the incorporation by reference of their report dated February 9, 1995, in the registrant's registration statements on Forms S-3 and S-8. [1]
24. Not applicable.
27. Financial Data Schedule. [1]
28.-99. Not applicable.
The registrant will furnish a copy of any exhibit to this annual report on Form 10-K to any security holder for a fee of $0.30 per page to cover the registrant's expenses in furnishing the copy. The number of pages of each exhibit is indicated in brackets at the end of each exhibit description.
- ---------------------
*Management contract or compensatory plan or arrangement.
Note: Certain instruments with respect to the long-term debt of the registrant are not filed herewith where the total amount of securities authorized thereunder does not exceed 10 percent of the total assets of the registrant and its subsidiaries on a consolidated basis. The registrant agrees to furnish copies of such instruments to the Commission on request.