WILLAMETTE INDUSTRIES INC
10-Q, 1997-11-06
PAPER MILLS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-Q

              (x) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         For the Quarterly Period Ended

                               September 30, 1997
                               ------------------

                          Commission File Number 0-3730
                                                 ------



                           Willamette Industries, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)




        State of Oregon                        93-0312940
- --------------------------------------------------------------------------------
 (State or other jurisdiction of           (I.R.S. Employer
  incorporation or organization)            Identification No.)




    1300 S.W. Fifth Avenue, Suite 3800, Portland, Oregon         97201
- --------------------------------------------------------------------------------
         (Address of principal executive offices)              (Zip Code)




Registrant's telephone number, including area code (503) 227-5581

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.

                                     Yes  x         No

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock,  as of the latest  practicable  date.  Common  Stock,  50 cent par
value: 111,195,348  October 31, 1997.


<PAGE>

<TABLE>
WILLAMETTE INDUSTRIES, INC. AND SUBSIDIARIES                                    FORM 10-Q
CONSOLIDATED BALANCE SHEETS                                                        PART I
(DOLLAR AMOUNTS, EXCEPT PER SHARE AMOUNTS, IN THOUSANDS)                           ITEM 1

                                                             SEPTEMBER 30,    DECEMBER 31,
                           ASSETS                                1997            1996
                           ------                            -------------    ------------

Current assets:
<S>                                                          <C>               <C>   
  Cash                                                       $      28,269        22,222
  Accounts receivable, less allowance
    for doubtful accounts of $4,907 and $4,460                     304,287       272,709
  Inventories (Note 2)                                             377,140       365,949
  Prepaid expenses and deposits on timber cutting contracts         39,089        38,454
  Assets held for sale (Note 3)                                     57,987       160,218
                                                                 ---------      --------

      Total current assets                                         806,772       859,552

Timber, timberlands and related facilities, net                  1,409,018     1,444,873

Property, plant and equipment, at cost less
  accumulated depreciation of $1,954,213 and $1,767,234          2,491,378     2,330,469

Other assets                                                        83,904        85,787
                                                                 ---------     ---------

                                                             $   4,791,072     4,720,681
                                                                 =========     =========

            LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current installments on long-term debt                     $      10,654         4,512
  Notes payable                                                    107,000       200,000
  Accounts payable, includes book overdrafts
    of $42,656 and $48,005                                         174,383       185,437
  Accrued expenses                                                 167,170       163,362
  Accrued income taxes                                              10,792        17,107
                                                                 ---------     ---------

      Total current liabilities                                    469,999       570,418

Deferred income taxes                                              388,122       374,246

Other liabilities                                                   36,911        32,819

Long-term debt, net of current installments                      1,908,904     1,766,917

Stockholders' equity:
  Preferred stock, cumulative, of $.50 par value.
    Authorized 5,000,000 shares.                                      -              -
  Common stock, $.50 par value. Authorized 150,000,000
    shares; issued 111,189,400 and 110,707,308 shares.              55,595        27,677
  Capital surplus                                                  290,907       306,517
  Retained earnings                                              1,640,634     1,642,087
                                                                 ---------     ---------

      Total stockholders' equity                                 1,987,136     1,976,281
                                                                 ---------     ---------

                                                             $   4,791,072     4,720,681
                                                                 =========     =========
</TABLE>
                                       2
<PAGE>
<TABLE>
WILLAMETTE INDUSTRIES, INC. AND SUBSIDIARIES                                 FORM 10-Q
CONSOLIDATED STATEMENTS OF EARNINGS                                             PART I
(DOLLAR AMOUNTS, EXCEPT PER SHARE AMOUNTS, IN THOUSANDS)                        ITEM 1




                                        THREE MONTHS ENDED        NINE MONTHS ENDED
                                           SEPTEMBER 30,            SEPTEMBER 30,
                                     -----------------------   ----------------------
                                         1997         1996         1997        1996
                                     ----------   ----------   ----------  ----------

<S>                                <C>           <C>          <C>         <C>        
Net sales                          $    872,823      862,674    2,568,228   2,587,578

Cost of sales                           750,155      707,532    2,217,449   2,090,505
                                     ----------   ----------   ----------  ----------

  Gross profit                          122,668      155,142      350,779     497,073

Selling and administrative expenses      61,073       56,358      181,933     167,148
                                     ----------   ----------   ----------  ----------

Operating earnings                       61,595       98,784      168,846     329,925

Other income(expense), net                1,039          539        1,829       1,712
                                     ----------   ----------   ----------  ----------
                                         62,634       99,323      170,675     331,637

Interest expense                         29,676       29,423       88,248      64,615
                                     ----------   -----------  ----------  ----------

  Earnings before provision
     for income taxes                    32,958       69,900       82,427     267,022

Provision for income taxes               12,261       26,771       30,663     102,269
                                     ----------   ----------   ----------  ----------

  Net earnings                     $     20,697       43,129       51,764     164,753
                                     ==========   ==========   ==========  ==========

Weighted average number of
  shares outstanding                111,100,660  110,548,178  110,889,437 110,493,662
                                    ===========  ===========  =========== ===========

Per share information:
  Net earnings                     $       0.19          .39         0.47        1.49
                                    ===========  ===========   ========== ===========


  Dividends                        $       0.16         0.15         0.48        0.47
                                    ===========  ===========   ========== ===========
</TABLE>

                                       3
<PAGE>

<TABLE>
WILLAMETTE INDUSTRIES, INC. AND SUBSIDIARIES                                  FORM 10-Q
CONSOLIDATED STATEMENTS OF CASH FLOWS                                            PART I
(DOLLAR AMOUNTS IN THOUSANDS)                                                    ITEM 1

                                                                     NINE MONTHS ENDED
                                                                       SEPTEMBER  30,
                                                                    1997           1996
                                                                ----------     --------
Cash flows from operating activities:
<S>                                                         <C>               <C>    
  Net earnings                                              $       51,764       164,753
  Adjustments to reconcile net earnings to net cash
    from operating activities:
      Depreciation                                                 198,621       182,402
      Cost of fee timber harvested                                  40,597        31,042
      Other amortization                                            13,647         9,555
      Increase in deferred income taxes                             13,876        16,363

  Changes in working capital items:
      Accounts receivable                                          (31,578)       29,036
      Inventories                                                  (11,191)       55,625
      Prepaid expenses and deposits on timber cutting contracts       (635)       21,260
      Accounts payable and accrued expenses                         (7,246)         (104)
      Accrued income taxes                                          (6,315)        7,470
                                                                ----------     ---------
  Net cash from operating activities                               261,540       517,402
                                                                ----------     ---------

Cash flows from investing activities:
      Proceeds from sale of equipment                                2,460           814
      Expenditures for property, plant and equipment              (361,990)     (305,012)
      Expenditures for timber and timberlands                       (5,978)       (6,440)
      Expenditures for roads and reforestation                     (10,898)       (8,632)
      Acquisitions (Note 3)                                             -       (957,385)
      Assets held for sale (Note 3)                                102,231      (201,807)
      Other                                                          4,554       (14,673)
                                                                ----------     ----------
  Net cash from investing activities                              (269,621)   (1,493,135)
                                                                ----------     ----------

Cash flows from financing activities:
      Net change in operating lines of credit                       17,191       (11,000)
      Debt borrowing                                               150,211     1,138,100
      Proceeds from sale of common stock                            12,216         3,903
      Cash dividends paid                                          (53,217)      (51,370)
      Payment on debt                                             (112,273)      (60,635)
                                                                ----------     ---------
  Net cash from financing activities                                14,128     1,018,998
                                                                ----------     ---------

Net change in cash                                                   6,047        43,265

Cash at beginning of period                                         22,222        17,961
                                                                ----------     ---------

Cash at end of period                                       $       28,269        61,226
                                                                ==========     =========

Supplemental  disclosures of cash flow information:
  Cash paid during the period for:
    Interest (net of amount capitalized)                    $       91,247        67,785
                                                                ==========     =========

    Income taxes                                            $       23,102        78,803
                                                                ==========     =========
</TABLE>
                                       4
<PAGE>

                                                                       FORM 10-Q
                                                                          PART I
                                                                          ITEM 1



                  WILLAMETTE INDUSTRIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1997


      Note 1      The   information   furnished  in  this  report  reflects  all
                  adjustments which are, in the opinion of management, necessary
                  to a fair  statement  of the results  for the interim  periods
                  presented.

      Note 2      The  components of  inventories  are as follows  (thousands of
                  dollars): 
                                          September 30,       December 31
                                              1997               1996
                                            --------           --------

                  Finished product        $  120,296            108,090
                  Work in progress             8,635              6,182
                  Raw material               169,681            175,480
                  Supplies                    78,528             76,197
                                            --------           --------

                                          $  377,140            365,949
                                            ========           ========
                                                       
      Note 3      On May 15, 1996, the Company acquired approximately  1,088,000
                  acres  of  timberland,  a  sawmill  and  related  assets  from
                  Cavenham Forest Industries, Inc. Simultaneous to the purchase,
                  the Company  determined  to sell 542,000 acres of the acquired
                  property to third parties, of which approximately $58 million,
                  including  carrying  costs,   remain  to  be  conveyed  as  of
                  September 30, 1997 and are classified as assets held for sale.


      Note 4      Certain items  previously  reported have been  reclassified to
                  conform with the 1997 presentation. In addition, share and per
                  share  amounts have been restated to reflect the 2-for-1 stock
                  split effective September 12, 1997.




                  Other notes have been omitted  pursuant to Rule 10-01(a)(5) of
                  Regulation S-X.

                                       5
<PAGE>
                                                                       FORM 10-Q
                                                                          PART I
                                                                          ITEM 2


                  WILLAMETTE INDUSTRIES, INC. AND SUBSIDIARIES
                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                      OF OPERATIONS AND FINANCIAL CONDITION
                               SEPTEMBER 30, 1997



      The Company's two basic businesses, paper products and building materials,
      are  affected by changes in general  economic  conditions.  Paper  product
      sales and earnings tend to follow the general economy.  Building materials
      activity is closely related to new housing starts and to the  availability
      and terms of financing for  construction.  Both industry segments use wood
      fiber as the basic raw  material.  The cost of wood fiber is  sensitive to
      various  supply  and  demand  factors,   including   environmental  issues
      affecting supply.


                               SEGMENT INFORMATION
                               -------------------
                        SALES AND GROSS PROFIT BY QUARTER
                        ---------------------------------

      Sales:
                  BUILDING MATERIALS GROUP                  PAPER GROUP

                                        %                                  %
                   1997      1996     Change         1997      1996      Change
                   -----     ----     ------         ----      ----      ------
      1st Qtr. $ 301,387   226,438    33.1%     $  536,276   639,674    (16.2%)
      2nd Qtr.   320,255   272,535    17.5%        537,487   586,257     (8.3%)
      3rd Qtr.   295,740   299,868    (1.4%)       577,083   562,806      2.5%
      ------------------------------------------------------------------------
      Total    $ 917,382   798,841    14.8%     $1,650,846 1,788,737     (7.7%)
      =========================================================================

                                       6
<PAGE>

      Gross Profit and Gross Profit Margins (GPM) :

                  BUILDING MATERIALS GROUP                  PAPER GROUP
                  ------------------------                  -----------

<TABLE>
                           GPM             GPM               GPM               GPM
                  1997      %      1996     %          1997    %       1996     %
                  -----     -      ----     -          ----    -       ----     -
<S>            <C>        <C>   <C>       <C>     <C>        <C>   <C>        <C>  
      1st Qtr. $ 40,994   13.6% $ 23,769  10.5%   $  68,302  12.7% $ 164,177  25.7%
      2nd Qtr.   57,404   17.9%   39,705  14.6%      61,411  11.4%   114,280  19.5%
      3rd Qtr.   44,051   14.9%   48,568  16.2%      78,617  13.6%   106,574  18.9%
      -----------------------------------------------------------------------------
      Total    $142,449   15.5%  112,042  14.0%     208,330  12.6%   385,031  21.5%
      =============================================================================
</TABLE>

                              RESULTS OF OPERATIONS
                              ---------------------

                      3rd Quarter 1997 vs. 3rd Quarter 1996
                      -------------------------------------

      Net sales  increased  1.2% in the third quarter of 1997 when compared with
      the third quarter of 1996,  as increases in paper  product sales  slightly
      exceeded  decreases in building material sales.  Total paper product sales
      increased 2.5% in the third quarter of 1997 over the third quarter of 1996
      as unit shipment increases  outpaced sales price declines.  Unit shipments
      of  unbleached   products   positively   impacted  results  as  corrugated
      containers  increased  3.8% and grocery bags  remained  relatively  stable
      compared  to 1996  levels.  The  increase  in  corrugated  container  unit
      shipments was in part due to the start-up of the new  corrugated box plant
      in Plant City,  Florida in March,  1997 and the new corrugated sheet plant
      in Portland,  Oregon in May, 1997. While sales prices for grocery bags and
      corrugated  containers  decreased  5.1% and 6.4% from the third quarter of
      1996, partially offsetting the gains in unit shipment volumes, there was a
      slight  increase in the average  sales price  realization  for  corrugated
      containers from the second quarter of 1997.

                                       7
<PAGE>


      Markets for bleached  paper  products  showed  similar trends in the third
      quarter  as unit  shipment  volumes  increased  in all  product  lines  as
      compared with the third quarter of 1996, except hardwood market pulp which
      remained  relatively  stable.  Cut sheet unit volumes increased 30.1% over
      1996 as converting  volumes have increased in  anticipation  of the April,
      1998 scheduled start-up of the Company's #2 fine paper machine at Kentucky
      Mills. In addition,  continuous forms realized a unit shipment increase of
      2.5% in the third quarter  above 1996 levels.  Partially  offsetting  unit
      shipment  increases  were sales price  decreases in all  bleached  product
      lines except hardwood  market pulp which  increased 5.8% over 1996.  While
      sales prices were down 10.7% and 10.8%,  respectively,  for cut sheets and
      continuous  forms from third quarter  1996,  the market has shown signs of
      coming  out of the  trough in recent  months  as prices  increased  in all
      bleached product lines from the second quarter of 1997.

      Building materials sales decreased 1.4% from the third quarter of 1996, as
      sales prices  declined in all product  lines,  except  plywood.  Partially
      offsetting  the decline in prices were unit shipment  volume  increases in
      all product lines, except plywood,  and increases due to export log sales.
      Lumber markets weakened from their strong performance  earlier in the year
      as sales prices  declined  8.1% from the third  quarter of 1996.  Although
      there was some downtime for capital project  installations  at the Coburg,
      Oregon and Dodson,  Louisiana  sawmills,  unit shipment volumes for lumber
      remained relatively stable compared with the previous year. The structural
      panel lines showed mixed  results in the third  quarter of 1997 as plywood
      prices increased 9.2% while oriented strand board ("OSB") prices decreased
      19.4% compared to 1996.  While OSB prices have declined from 1996,  prices
      improved  in the third  quarter of 1997,  increasing  4.7% over the second
      quarter.  Plywood unit  shipment  volumes were down 21.8% from 1996 levels
      primarily due to the July, 1997 closure of the Taylor,  Louisiana  plywood
      plant and downtime taken at the Foster, Oregon plant relating to a capital
      project  installation.  OSB unit shipments  increased due to the continued
      improvement in operating  efficiencies  at the Company's plant in Arcadia,
      Louisiana , which started up in April, 1996.

                                       8
<PAGE>

      In the composite  board  product  lines,  unit  shipments of MDF increased
      62.8% over the third quarter of 1996  primarily due to the late March 1996
      start-up  of  the  Eugene,  Oregon  plant  and  the  fourth  quarter  1996
      acquisition of Medite of Europe Limited  ("Medite").  Sales prices for MDF
      in the US domestic market  decreased 13.3% from the third quarter of 1996,
      due to  continued  supply and demand  imbalances.  However,  the  European
      market  serviced by Medite,  continued  its pricing  strength and showed a
      6.3%  increase  in sales  prices  from the  second  quarter  of 1997.  The
      increasing prices for Medite reflect the acceptance of Medite's  specialty
      grade product mix.  Particleboard  stayed consistent with the trend in the
      domestic  composite  board  market  reflecting  a 4.7%  increase  in  unit
      shipments  and a 7.2%  decrease in sales prices from the third  quarter of
      1996.

      Gross profit margins  decreased to 14.1% in the third quarter of 1997 from
      18.0% in the third  quarter of 1996.  Total paper  product  gross  margins
      decreased  to 13.6%  from 18.9% in the third  quarter of 1996,  as average
      sales prices  declined in all paper product lines,  except hardwood market
      pulp. Raw material costs also played a significant  role in the decreasing
      margins as old corrugated  container  (OCC) costs and chip costs increased
      34.2% and 6.9%,  respectively,  over the third  quarter of 1996.  Building
      materials  gross  margins  decreased to 14.9% in the third quarter of 1997
      from 16.2%  realized in the third quarter of 1996. The decrease in margins
      is the result of  decreasing  prices in all domestic  product lines except
      plywood in the third quarter of 1997 compared to 1996.

                                       9
<PAGE>


      Selling and administrative  expenses increased $4.7 million or 8.4% mostly
      due  to  expansion  of  Company  operations.  The  ratio  of  selling  and
      administrative  expenses  to net  sales  increased  to 7.0% for the  third
      quarter of 1997 compared with 6.5% for the same period in 1996.

      Interest  expense was $29.7  million in the third quarter of 1997 compared
      with $29.4 million in 1996. In addition,  capitalized  interest  increased
      from $2.5  million in the third  quarter of 1996 to $5.4  million in 1997.
      Interest  increased due to a slight  increase in average debt  outstanding
      for  the  period.  The  Company's   effective  interest  rate  on  average
      outstanding  debt  decreased  from 7.13% for the third  quarter of 1996 to
      7.08% for the same period in 1997.

                    Nine months ended September 30, 1997, vs.
                    -----------------------------------------
                      Nine months ended September 30, 1996
                      ------------------------------------

      Net sales  remained  stable in the first nine months of 1997 compared with
      the same period in 1996. Total paper product sales decreased 7.7% as sales
      prices decreased in all paper product lines,  except hardwood market pulp.
      The  decrease  in sales  prices was  partially  offset by  increased  unit
      shipments in all paper product  lines,  excluding  paper bags and hardwood
      market pulp, over unit shipments for the first nine months of 1996.

                                       10
<PAGE>

      Building  materials  sales  increased  14.8% over the first nine months of
      1996, as unit  shipments  increased in all product  lines except  plywood.
      Volume  increases were primarily the result of  acquisitions  of Medite of
      Europe in  November,  1996,  and the  Warrenton  Sawmill  obtained  in the
      Cavenham acquisition in May, 1996. In addition, volumes from our converted
      MDF Plant in Eugene, Oregon and OSB Plant in Arcadia,  Louisiana,  both of
      which  started-up  in the  first  half of  1996,  significantly  increased
      volumes in 1997. Additionally, sales price realization increases in lumber
      and plywood helped offset sales price decreases in OSB,  particleboard and
      domestic MDF.

      Gross profit margins  decreased to 13.7% for the first nine months of 1997
      from 19.2% for the same period in 1996.  Total paper product gross margins
      decreased to 12.6% from 21.5% for the first nine months of 1996 reflecting
      declining sales prices in all paper product lines,  except hardwood market
      pulp.  Building  materials  gross  margins  were  15.5% for the first nine
      months of 1997 which is up from 14.0%  realized in 1996.  The  increase in
      margins  is  primarily  the  result  of 1) new  markets  created  from the
      addition of Medite and export log sales and, 2) increased prices in lumber
      and plywood through the first nine months of 1997 compared to 1996.

      Selling and administrative expenses increased $14.8 million or 8.8% mostly
      due  to  expansion  of  Company  operations.  The  ratio  of  selling  and
      administrative  expenses to net sales increased to 7.1% for the first nine
      months of 1997 compared with 6.5% for the same period in 1996.

      Interest  expense  was $88.2  million  for the first  nine  months of 1997
      compared  with  $64.6  million  for the  first  nine  months  of 1996.  In
      addition,  capitalized  interest increased from $7.1 million for the first
      nine months of 1996 to $13.3  million in 1997.  Interest  increased due to
      increased  borrowings  in  connection  with  the  May 15,  1996,  Cavenham
      acquisition.  The Company's effective interest rate on average outstanding
      debt  decreased  to 7.05% for the first nine  months of 1997  compared  to
      7.13% for the same period in 1996.

                                       11
<PAGE>

                       Financial Condition as of September 30, 1997
                       --------------------------------------------

      During  the first nine  months of 1997,  the  Company  had cash flows from
      operating  activities of $261.5 million, a decrease of 49.5% from the same
      period in 1996.  The decrease was primarily  attributable  to a decline in
      net earnings as discussed  above.  Internally  generated cash flows funded
      69.0% of total capital  expenditures  of $378.9  million in the first nine
      months of 1997. The total  debt-to-capital ratio has increased slightly to
      50.5% at September  30, 1997 from 49.9% at December  31,  1996.  The $58.0
      million  classified as assets held for sale relates to the final parcel of
      timberland to be sold as a result of the Cavenham acquisition as discussed
      in Note 3 to The Consolidated  Financial Statements.  The sale is expected
      to close before  November 15, 1997. Net working capital was $336.8 million
      at September 30, 1997, compared with $289.1 million at December 31, 1996.

      The Company believes it has the resources available to meet its short-term
      and  long-term  liquidity   requirements.   Resources  include  internally
      generated funds,  short-term borrowing arrangements and the unused portion
      of the revolving loan  available  under a Credit  Agreement.  On August 1,
      1997,  the  Company  filed  a  shelf  registration   statement  under  the
      Securities  Act of  1933,  covering  $500.0  million  of debt  and  equity
      securities to be offered from time to time. As of the date of this filing,
      none of the securities have been issued.

                                       12
<PAGE>


      On August 5, 1997,  the Board of Directors  declared a 2-for-1 stock split
      of its  outstanding  common stock.  The split was  implemented  as a stock
      dividend,  payable  September  12,  1997 at the  rate of one new  share of
      common  stock  for each  share  held of  record on  August  25,  1997.  In
      addition, the directors declared a regular quarterly cash dividend of $.16
      per share (adjusted for the split) for the third quarter of 1997.

      In August,  1995,  the Board of  Directors of the Company  authorized  the
      repurchase  of up to $100 million of the  Company's  common  stock.  As of
      September  30,  1997,  the Company had  repurchased  50,000  shares of its
      common stock for $2.7  million.  The Company does not  anticipate  further
      purchases until such time as debt ratios are lower than current levels.

                           Forward-looking statements
                           --------------------------

      Statements  contained  in this report that are not  historical  in nature,
      including  the  discussion of the  anticipated  reduction in the Company's
      debt-to-capital  ratio, the adequacy of the Company's liquidity resources,
      start-up of the #2 paper  machine at Kentucky  Mills,  comments  regarding
      price trends,  and the expected closure of the sale of the final parcel of
      the Cavenham timberland acquisition, are forward-looking statements within
      the  meaning  of the  Private  Securities  Litigation  Reform Act of 1995.
      Forward-looking statements are subject to risks and uncertainties that may
      cause  actual  future  results  to  differ  materially.   Such  risks  and
      uncertainties  with  respect to the Company  include the effect of general
      economic  conditions;  the  level of new  housing

                                       13
<PAGE>

      starts and remodeling  activity;  the  availability and terms of financing
      for construction;  competitive factors,  including pricing pressures;  the
      cost and  availability of wood fiber;  the effect of natural  disasters on
      the Company's timberlands; construction delays; risk of non-performance by
      third  parties;  and  the  impact  of  environmental  regulations  and the
      construction   and  other  costs   associated  with  complying  with  such
      regulations.

                                       14
<PAGE>


                                                                       FORM 10-Q
                                                                         PART II

                                Other Information
                                -----------------


      Item 6.  Exhibits and Reports on Form 8-K
      -----------------------------------------

                  (a)  Exhibits
                       --------

                       Exhibit No.               Exhibit
                       -----------               -------

                           12                    Computation of
                                                 Ratio of Earnings
                                                 to Fixed Charges.

                           27                    Financial Data Schedule.

                  (b)  Reports on Form 8-K
                       -------------------
                       No reports on Form 8-K were filed  during the quarter for
                       which this report is filed.


                                       15
<PAGE>



                                    SIGNATURE

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
      registrant  has duly  caused this report to be signed on its behalf by the
      undersigned thereunto duly authorized.

                               WILLAMETTE INDUSTRIES, INC.



                              By   /s/ J. A. Parsons
                                   J. A. Parsons
                                   (Executive Vice President
                                   Principal Financial Officer)


      Date:  November 6, 1997


                                       16


                                                                      EXHIBIT 12
WILLAMETTE INDUSTRIES, INC. AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLAR AMOUNTS IN THOUSANDS)


<TABLE>
                                                                       NINE MONTHS ENDED
                                     YEAR ENDED DECEMBER 31,             SEPTEMBER 30,
                        ---------------------------------------------- -----------------
                             1992     1993     1994     1995     1996     1996     1997
<S>                      <C>        <C>      <C>      <C>     <C>       <C>     <C>    
Fixed Charges:
 Interest cost           $  73,776   79,194   80,807   77,237  103,338   71,748  101,564

One-third rent
  expense                    4,495    4,819    5,227    5,976    6,906    5,084    5,658
                           -------  -------  -------  -------  -------  -------  -------

Total Fixed Charges      $  78,271   84,013   86,034   83,213  110,244   76,832  107,222
                           =======  ======== =======  =======  =======  =======  =======


Add (Deduct):
 Earnings before
  income taxes           $ 129,452  189,168  288,923  823,804  306,086  267,022    82,427
 Interest capitalized       (7,354) (15,904)  (9,294)  (6,187) (10,534)  (7,133)  (13,316)
                           -------  -------   ------  -------  -------  -------   -------


Earnings for
 Fixed Charges           $ 200,369  257,277  365,663  900,830  405,796  336,721   176,333
                           =======  =======  =======  =======  =======  =======   =======


Ratio of Earnings to
    Fixed Charges             2.56     3.06     4.25    10.83     3.68     4.38      1.64
                           =======  =======  =======  =======  =======  =======  ========
</TABLE>


                                       17

<TABLE> <S> <C>

<ARTICLE>            5
<LEGEND>
                     THIS  SCHEDULE  CONTAINS  SUMMARY   FINANCIAL   INFORMATION
                     EXTRACTED  FROM THE COMPANY'S  CONSOLIDATED  BALANCE SHEETS
                     AND RELATED  CONSOLIDATED  STATEMENTS  OF EARNINGS  FOR THE
                     PERIOD  ENDED  SEPTEMBER  30, 1997 AND IS  QUALIFIED IN ITS
                     ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>                               1,000
       
<S>                                   <C>
<PERIOD-TYPE>                         9-MOS
<FISCAL-YEAR-END>                     DEC-31-1997
<PERIOD-END>                          SEP-30-1997
<CASH>                                    28,269
<SECURITIES>                                   0
<RECEIVABLES>                            309,194
<ALLOWANCES>                              (4,907)
<INVENTORY>                              377,140
<CURRENT-ASSETS>                         806,772
<PP&E>                                 5,854,609
<DEPRECIATION>                        (1,954,213)
<TOTAL-ASSETS>                         4,791,072
<CURRENT-LIABILITIES>                    469,999
<BONDS>                                1,908,904
                          0
                                    0
<COMMON>                                  55,595
<OTHER-SE>                             1,931,541
<TOTAL-LIABILITY-AND-EQUITY>           4,791,072
<SALES>                                  872,823
<TOTAL-REVENUES>                         872,823
<CGS>                                    750,155
<TOTAL-COSTS>                            750,155
<OTHER-EXPENSES>                          61,073
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                        29,676
<INCOME-PRETAX>                           32,958
<INCOME-TAX>                              12,261
<INCOME-CONTINUING>                       20,697
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                              20,697
<EPS-PRIMARY>                               0.19
<EPS-DILUTED>                               0.19
        

</TABLE>


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