WILLAMETTE INDUSTRIES INC
10-Q, 1998-04-23
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

                                 March 31, 1998
                                 --------------

                         Commission File Number 1-12545
                                                -------


                           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:     111,390,695 at March 31, 1998.
                                   ----------------------------------

<PAGE>


WILLAMETTE INDUSTRIES, INC. AND SUBSIDIARIES                           FORM 10-Q
CONSOLIDATED BALANCE SHEETS                                               PART I
(amounts, except per share amounts, in thousands)                         ITEM 1

                                                          March 31, December 31,
                           ASSETS                           1998         1997
                           ------                         ---------  -----------
Current assets:
  Cash                                                 $     30,241       27,600
  Accounts receivable, less allowance
    for doubtful accounts of $4,577 and $4,571              329,209      307,002
  Inventories (Note 2)                                      405,550      394,595
  Prepaid expenses and timber deposits                       48,892       36,991

          Total current assets                              813,892      766,188

Timber, timberlands and related facilities, net           1,386,061    1,396,946

Property, plant and equipment, at cost less
  accumulated depreciation of $2,099,233 and $2,018,206   2,609,892    2,566,291

Other assets                                                 84,996       81,630
                                                             ------       ------

                                                       $  4,894,841    4,811,055
                                                          =========    =========
            LIABILITIES AND STOCKHOLDERS' EQUITY
            ------------------------------------

Current liabilities:
  Current installments on long-term debt (Note 3)      $    121,558       17,897
  Notes payable                                              52,000       64,000
  Accounts payable, includes book overdrafts
    of $45,213 and $49,421                                  187,148      216,914
  Accrued expenses                                          165,218      155,453
  Accrued income taxes                                        7,927        3,831

         Total current liabilities                          533,851      458,095

Deferred income taxes                                       401,558      402,896

Other liabilities                                            40,038       39,583

Long-term debt, net of current installments (Note 3)      1,919,563    1,916,001

Stockholders' equity:
  Preferred stock, cumulative, of $.50 par value.
    Authorized 5,000 shares.                                  -             -
  Common stock, $.50 par value. Authorized 150,000
    shares; issued 111,391 and 111,350 shares.               55,695       55,675
  Capital surplus                                           295,826      294,760
  Retained earnings                                       1,648,310    1,644,045
                                                          ---------    ---------

         Total stockholders' equity                       1,999,831    1,994,480
                                                          ---------    ---------

                                                      $   4,894,841    4,811,055
                                                          =========    =========

                                              2
<PAGE>

WILLAMETTE INDUSTRIES, INC. AND SUBSIDIARIES                           FORM 10-Q
CONSOLIDATED STATEMENTS OF EARNINGS                                       PART I
(amounts, except per share amounts, in thousands)                         ITEM 1


                                                       Three Months Ended
                                                            March 31,
                                                 ------------------------------
                                                      1998             1997
                                                 ------------   ---------------

Net sales                                        $    900,075      855,192

Cost of sales                                         775,823      745,896
                                                  -----------   ----------


  Gross profit                                        124,252      109,296

Selling and administrative expenses                    62,741       59,633
                                                  -----------   ----------

  Operating earnings                                   61,511       49,663

Other income                                            2,773          686
                                                  -----------   ----------
                                                       64,284       50,349

Interest expense                                       30,572       29,143
                                                  -----------   ----------


  Earnings before provision for income taxes           33,712       21,206

Provision for income taxes                             11,631        7,889
                                                  -----------   ----------

  Net earnings                                   $     22,081       13,317
                                                  ===========   ==========


Per share information: (1)
  Basic earnings per share                       $       0.20         0.12
                                                 ============   ==========
  Diluted earnings per share                     $       0.20         0.12
                                                 ============   ==========

  Dividends                                      $       0.16         0.16
                                                 ============   ==========

Weighted average shares outstanding:
   Basic                                              111,362      110,728
                                                      =======      =======
   Diluted (2)                                        111,915      111,298
                                                      =======      =======

(1) Per share earnings are based upon the 
    weighted average number of shares outstanding.

(2) Weighted average shares  outstanding  (diluted) are
    calculated using the treasury stock method assuming all
    stock options are exercised.


                                        3
<PAGE>

WILLAMETTE INDUSTRIES, INC. AND SUBSIDIARIES                           FORM 10-Q
CONSOLIDATED STATEMENTS OF CASH FLOWS                                     PART I
(dollar amounts in thousands)                                             ITEM 1

                                                       Three Months Ended
                                                            March 31,
                                                 ------------------------------
                                                      1998             1997
                                                 ------------     -------------
Cash flows from operating activities:
  Net earnings                                      $  22,081         13,317
  Adjustments to reconcile net earnings
     to net cash from operating activities:
      Depreciation                                     68,764         65,500
      Cost of fee timber harvested                     12,195         12,459
      Other amortization                                4,836          4,392
      Increase in deferred income taxes                 5,816          4,767

  Changes in working capital items:
      Accounts receivable                             (20,471)       (11,013)
      Inventories                                      (9,098)        (4,578)
      Prepaid expenses and timber deposits            (11,770)         1,773
         Accounts payable and accrued expenses        (27,122)       (23,563)
      Accrued income taxes                              4,096          1,894
                                                     --------     ----------
  Net cash from operating activities                   49,327         64,948
                                                     ========     ==========

Cash flows from investing activities:
      Proceeds from sale of equipment                      64          -
      Expenditures for property, plant and equipment  (93,770)       (90,603)
      Expenditures for timber and timberlands          (2,393)        (1,817)
      Expenditures for roads and reforestation         (3,101)        (3,261)
         Assets held for sale                             -           59,526
      Other                                           (20,082)         1,622
                                                     --------     ----------
  Net cash from investing activities                 (119,282)       (34,533)
                                                     ========     ========== 

Cash flows from financing activities:
      Net change in operating lines of credit          90,050         51,094
      Debt borrowing                                     -               210
      Proceeds from sale of common stock                1,072            552
      Cash dividends paid                             (17,816)       (17,713)
      Payment on debt                                    (710)       (51,830)
                                                     --------     ---------- 
  Net cash from financing activities                   72,596        (17,687)
                                                     ========     ========== 

Net change in cash                                      2,641         12,728

Cash at beginning of period                            27,600         22,222
                                                     --------     ----------

Cash at end of period                               $  30,241         34,950
                                                     ========     ==========

Supplemental  disclosures of cash flow information:   
  Cash paid during the period for:
    Interest (net of amount capitalized)            $  39,248         34,963
                                                     ========     ==========

    Income taxes                                    $   1,718          1,228
                                                     ========     ==========

                                        4
<PAGE>

                                                                       FORM 10-Q
                                                                          PART I
                                                                          ITEM 1

                  WILLAMETTE INDUSTRIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1998


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):

                                 March 31,      December 31,
                                    1998           1997
                                ---------       ---------

         Finished product      $  137,778        118,046
         Work in progress           6,571          7,404
         Raw material             178,491        187,912
         Supplies                  82,710         81,233
                                ---------       --------
                               $  405,550        394,595
                                =========       ========

Note 3   In January  1998,  the Company  issued  $200.0  million in debentures -
         $100.0  million at 6.45% due 2005 and $100.0  million at 7.0% due 2018.
         The proceeds were used to replace  $144.5  million in notes maturing in
         1998 and reduce other bank borrowings.

Note 4   Certain items  previously  reported have been  reclassified  to conform
         with the 1998 presentation.


         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
                                 March 31, 1998



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
                              -------------------

                                    Three Months Ended March 31,
                                       1998              1997
                                    ----------      -----------
Sales:
   Paper Group                      $  606,424          536,276
   Building Materials Group            293,651          318,916
                                     ---------      -----------
                                    $  900,075          855,192
                                    ==========      ===========

Operating Earnings:
   Paper Group                      $   59,418           32,110
   Building Materials Group             13,549           27,487
   Corporate                           (11,456)          (9,934)
                                     ---------      ----------- 
                                    $   61,511           49,663
                                    ==========      ===========


                                       6
<PAGE>

                             RESULTS OF OPERATIONS
                             ---------------------
                     1st Quarter 1998 vs. 1st Quarter 1997
                     -------------------------------------

Consolidated net sales increased 5.2% in the first quarter of 1998 compared with
the  first  quarter  of 1997,  as  increases  in paper  product  sales  outpaced
decreases  in  building  materials  sales.  Earnings  positively  reflected  the
climbing sales as consolidated operating earnings increased 23.9% over the prior
year.

Total paper product sales increased 13.1% in the first quarter of 1998 over 1997
due to a blend of price and volume  increases.  Sales  prices  increased  in all
product lines, except hardwood market pulp which slightly decreased.  Unbleached
products  showed  corrugated  container  prices  increasing 6.4% and grocery bag
prices remaining stable compared to the first quarter of 1997.  Prices were also
up for the bleached  product lines as prices increased 2.0% for continuous forms
and 13.2% for cut sheets.

In addition to increased prices,  unit shipments  increased in the first quarter
of 1998 over the first quarter of 1997. For unbleached products,  unit shipments
of corrugated  containers  were up 11.0% over the prior year,  while grocery bag
volume declined by 8.6%. The corrugated  container increase was primarily due to
the 1997 addition of our box plant in Plant City, Florida and our sheet plant in
Portland,  Oregon,  both of which came on line in the first  half of 1997.  Unit
shipments for bleached products showed increases of 8.7% for cut sheets and 9.3%
for hardwood  market  pulp,  while  continuous  forms  decreased  by 10.8%.  The
increased  cut  sheet  volume  is the  result of  building  internal  converting
capacity  in  preparation  for the new  Kentucky  paper  machine,


                                       7
<PAGE>

scheduled  to  commence   operations  late  in  the  second  quarter.   Our  new
Brownsville, Tennessee cut sheet plant came on line in February 1998.

As a result of increases in prices and volume,  paper group  operating  earnings
increased  85.0% in the first  quarter  of 1998  compared  to the prior  period.
Partially  offsetting  the favorable  price  variance was a 6.5% increase in old
corrugated  container  (OCC)  costs and a 10.6%  increase in chip costs from the
first quarter of 1997.

Building   materials  sales  price  decreases   exceeded  unit  shipment  volume
increases, resulting in a 7.9% sales decrease and an operating earnings decrease
of 50.7% in the first quarter of 1998.  While plywood prices increased 1.2% over
1997 and oriented strand board ("OSB") prices increased 19.9%,  showing strength
for the fourth  consecutive  quarter,  other  product  lines  experienced  price
declines  over  the  first  quarter  of 1997.  Lumber  prices  decreased  15.7%,
particleboard 7.1%, medium density fiberboard ("MDF") 6.8% and export log prices
decreased  28.4%  from the  first  quarter  of  1997.  The  difficulties  in the
economies of the Southwest Pacific and continued pressure from supply and demand
imbalances  have kept prices  depressed for all these products since late in the
second quarter of 1997.

While the soft markets have put downward pressure on prices, unit shipments have
provided  some  relief.  Lumber unit  shipments  increased  10.7% over the first
quarter  of 1997 as  gains  were  realized  from  capital  project  completions.
Structural  panels and  composite  board  showed  mixed  results as plywood unit
shipments decreased 10.0% and OSB decreased 13.9%, while particleboard increased
2.3% and MDF  increased  13.0%.  The  decrease  in plywood  unit  


                                       8
<PAGE>

shipments was primarily  related to a plant closure which  occurred in July 1997
at our Taylor,  Louisiana  plant. The MDF increase is a result of expansion from
capital  projects and the  acquisition  of a new facility in Morcenx,  France in
March 1998.

Selling and administrative  expenses increased $3.1 million or 5.2% in the first
quarter mostly due to expansion of Company operations.  The ratio of selling and
administrative  expenses  to net  sales  remained  stable  at 7.0% for the first
quarter of 1998 compared to the same period in 1997.

Interest  expense was $30.6  million in the first  quarter of 1998 compared with
$29.1  million in the prior year.  Interest  expense  increased due to increased
outstanding  debt for the three months ended March 31, 1998,  and an increase in
the Company's effective interest rate on average outstanding debt from 6.98% for
the  first  quarter  of 1997 to 7.04% for the same  period in 1998.  Capitalized
interest  increased  from  $3.5  million  in the first  quarter  of 1997 to $5.6
million in 1998.

                                       9
<PAGE>

                    Financial Condition as of March 31, 1998
                    ----------------------------------------

For the first three months of 1998,  cash flows from operating  activities  were
$49.3 million,  representing a decrease of 24.1% from the first quarter of 1997.
The decrease was primarily  attributable  to changes in working  capital  items,
which more than offset  increased  earnings.  Net working  capital  decreased to
$280.0  million at March 31, 1998  compared to $308.1 at December 31, 1997.  The
total debt to capital ratio  slightly  increased to 51.1% at March 31, 1998 from
50.0% at December 31, 1997.

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,  the  $300.0  million  balance  of a  shelf
registration statement filed in August 1997 covering potential issuances of debt
and equity  securities,  and the unused  portion of the revolving loan available
under a Credit Agreement.

On  April  21,  1998,  the  Board of  Directors  of the  Company  voted to pay a
quarterly cash dividend of $0.16 share in the second  quarter of 1998;  however,
there  is no  assurance  as to  future  dividends  as they  are  dependent  upon
earnings, capital requirements and financial condition.

In January  1998,  the Company  issued  $200.0  million in  debentures  - $100.0
million at 6.45% due 2005 and $100.0 million at 7.0% due 2018. The proceeds were
used to replace  $144.5  million in notes maturing in 1998 and reduce other bank
borrowings.

                                       10
<PAGE>

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

Statements contained in this report that are not historical in nature, including
without  limitation  the  discussion of the adequacy of the Company's  liquidity
resources  and the  impact of  environmental  regulations,  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 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.  In view of these  uncertainties,  investors  are  cautioned not to
place undue reliance on such forward-looking  statements.  The Company disclaims
any  obligation  to  publicly  announce  the  results  of any  revisions  to any
forward-looking   statements  contained  herein  to  reflect  future  events  or
developments.

Item 3. Quantitative and Qualitative Disclosures About Market Risk 
- ------------------------------------------------------------------ 
No disclosure required under this item.

                                       11
<PAGE>

                                                                       FORM 10-Q
                                                                         PART II

                               OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------

The annual meeting of the Company's shareholders was held April 21, 1998.

The following  directors  were elected at the annual meeting for terms of office
expiring in the indicated year by the vote indicated below:

                          Expiration                             Abstentions and
                           of Term       For        Withheld    Broker Non-votes
                           -------   -----------    --------    ----------------

Kenneth W.Hergenhan         2001     101,105,593    1,162,909          0
Robert M. Smelick           2001     101,108,308    1,160,194          0
Benjamin R. Whiteley        2001     101,096,877    1,171,625          0

The following individuals continue to serve as  directors:

                                        Expiration
                                          of Term
                                          -------
          C. W.  Knodell                   1999
          G. Joseph  Prendergast           1999
          William  Swindells               1999
          Gerard K. Drummond               2000
          Paul  N.  McCracken              2000
          Stuart  J.  Shelk,  Jr.          2000
          Samuel  C. Wheeler               2000

Item 5. Other Information
- -------------------------

The registrant has received  indications that it should expect to receive notice
of alleged  violations  of the Clean Air Act relating to its  building  products
operations.  The United States  Environmental  Protection Agency (the "EPA") has
sent the registrant  requests for information under Section 114 of the Clean Air
Act with questions  concerning  compliance with environmental  regulations.  The
registrant is one of several forest  products  companies to be reviewed under an
initiative  of the EPA with  respect  to the wood  products  industry.  Previous
investigations  of other companies have resulted in notices of violations and it
can be  anticipated  that  the  registrant  will  similarly  receive  notice  of
violations.

The EPA has requested information for a period covering 22 years and relating to
a variety of matters.  The requests are focused on compliance  with  regulations
under the Prevention of Significant Deterioration Program under

                                       12
<PAGE>

the Clean Air Act and relate to 19 of the  registrant's  plants,  three of which
have been closed.

A number of the requests for information  relate to matters which the registrant
believes  have been  resolved  with state  regulators,  while  others  relate to
documentation or permitting for facilities  which the registrant  believes to be
in compliance with applicable regulations. The registrant intends to investigate
thoroughly any alleged violations and continue to work with regulatory  agencies
to resolve any issues which may be raised.


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

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

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

                  12                    Computation of
                                        Ratio of Earnings
                                        to Fixed Charges.

                  27.1                  Financial Data Schedule for 1998
                                        first quarter.

                  27.2                  Amended  and  Restated  Financial
                                        Data   Schedules  for  the  year  ended
                                        December 31, 1995 and 1996 and quarters
                                        ended March 31,  June 30 and  September
                                        30, 1996.

                  27.3                  Amended and Restated Financial
                                        Data   Schedules  for  the  year  ended
                                        December  31,  1997  and  the  quarters
                                        ended March 31,  June 30 and  September
                                        30, 1997.

         (b)  Reports on Form 8-K
              -------------------

               One  report on Form 8-K was filed  during the  quarter  for which
               this report was filed, as previously reported in the registrant's
               1997 Form 10-K report.

                                       13

<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:  April 23, 1998
                                       
                                       14


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


                                                              Three Months Ended
                             Year Ended December 31,               March 31,
                     ---------------------------------------  ------------------

                        1993    1994    1995     1996     1997    1997     1998
                        ----    ----    ----     ----     ----    ----    -----
Fixed Charges:
 Interest cost      $  79,194  80,807  77,237  103,338  136,929  32,635  36,201
 One-third rent
  expense               4,819   5,227   5,976    6,906    7,535   1,810   1,916
                      -------  ------  ------  -------  -------  ------  ------

Total Fixed Charges $  84,013  86,034  83,213  110,244  144,464  34,445  38,117
                     ========  ======  ======  =======  =======  ======  ======


Add (Deduct):
 Earnings before
  income taxes      $ 189,168 288,923 823,804  306,086  111,263  21,206  33,712
 Interest capitalized (15,904) (9,294) (6,187) (10,534) (19,939) (3,492) (5,629)
                      -------  ------  ------  -------  -------  ------  ------ 

Earnings for
 Fixed Charges      $ 257,277 365,663 900,830  405,796  235,788  52,159  66,200
                      ======= ======= =======  =======  =======  ======  ======

Ratio of Earnings to
    Fixed Charges        3.06    4.25   10.83     3.68     1.63    1.51    1.74
                         ====    ====   =====     ====     ====    ====    ====

                                       15

<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 March 31, 1998 AND IS
           QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

                                                                    Exhibit 27.1
                           WILLAMETTE INDUSTRIES, INC.
                             FINANCIAL DATA SCHEDULE
</LEGEND>

<MULTIPLIER>                            1,000
       
<S>                              <C>
<PERIOD-TYPE>                           3-MOS
<FISCAL-YEAR-END>                 DEC-31-1998
<PERIOD-END>                      MAR-31-1998
<CASH>                                 30,241
<SECURITIES>                                0
<RECEIVABLES>                         333,786
<ALLOWANCES>                            4,577
<INVENTORY>                           405,550
<CURRENT-ASSETS>                      813,892
<PP&E>                              6,095,186
<DEPRECIATION>                      2,099,233
<TOTAL-ASSETS>                      4,894,841
<CURRENT-LIABILITIES>                 533,851
<BONDS>                             1,919,563
                       0
                                 0
<COMMON>                               55,695
<OTHER-SE>                          1,944,136
<TOTAL-LIABILITY-AND-EQUITY>        4,894,841
<SALES>                               900,075
<TOTAL-REVENUES>                      900,075
<CGS>                                 775,823
<TOTAL-COSTS>                         775,823
<OTHER-EXPENSES>                       59,968
<LOSS-PROVISION>                            0
<INTEREST-EXPENSE>                     30,572
<INCOME-PRETAX>                        33,712
<INCOME-TAX>                           11,631
<INCOME-CONTINUING>                    22,081
<DISCONTINUED>                              0
<EXTRAORDINARY>                             0
<CHANGES>                                   0
<NET-INCOME>                           22,081
<EPS-PRIMARY>                             .20
<EPS-DILUTED>                             .20
        

</TABLE>

<TABLE> <S> <C>



<ARTICLE>                                                                      5

<LEGEND>   THIS SCHEDULE CONTAINS RESTATED/AMENDED SUMMARY FINANCIAL INFORMATION
           EXTRACTED FROM THE COMPANY'S  CONSOLIDATED BALANCE SHEETS AND RELATED
           CONSOLIDATED  STATEMENTS OF EARNINGS FOR THE YEARS ENDED DECEMBER 31,
           1995 and 1996 AND THE QUARTERS  ENDED MARCH 31, JUNE 30 AND SEPTEMBER
           30,  1996,  AND IS  QUALIFIED  IN ITS  ENTIRETY BY  REFERENCE TO SUCH
           FINANCIAL STATEMENTS.

                                                                    Exhibit 27.2

                           WILLAMETTE INDUSTRIES, INC.
                 AMENDED AND RESTATED FINANCIAL DATA SCHEDULES

</LEGEND>
<RESTATED>
<MULTIPLIER>                                                               1,000
       
<S>                       <C>          <C>          <C>          <C>          <C>
<PERIOD-TYPE>                   12-MOS       12-MOS        3-MOS        6-MOS        9-MOS
<FISCAL-YEAR-END>          DEC-31-1995  DEC-31-1996  DEC-31-1996  DEC-31-1996  DEC-31-1996
<PERIOD-END>               DEC-31-1995  DEC-31-1996  MAR-31-1996  JUN-30-1996  SEP-30-1996
<CASH>                          17,961       22,222       14,938       10,668       34,230
<SECURITIES>                         0            0       29,987       42,975       26,996
<RECEIVABLES>                  319,516      277,169      318,094      313,355      291,262
<ALLOWANCES>                     5,446        4,460        5,557        5,444        6,228
<INVENTORY>                    391,358      365,949      359,319      346,971      350,330
<CURRENT-ASSETS>               774,837      859,552      758,928      945,479      928,585
<PP&E>                       4,068,124    5,542,576    4,219,281    5,200,034    5,291,194
<DEPRECIATION>               1,494,383    1,767,234    1,551,468    1,605,219    1,662,071
<TOTAL-ASSETS>               3,413,555    4,720,681    3,492,272    4,612,329    4,633,942
<CURRENT-LIABILITIES>          415,579      570,418      428,119      557,472      578,418
<BONDS>                        790,210    1,766,917      793,160    1,747,595    1,716,638
                0            0            0            0            0
                          0            0            0            0            0
<COMMON>                        27,612       27,677       27,613       27,627       27,657
<OTHER-SE>                   1,819,278    1,948,604    1,875,672    1,907,587    1,936,616
<TOTAL-LIABILITY-AND-EQUITY> 3,413,555    4,720,681    3,492,272    4,612,329    4,633,942
<SALES>                      3,873,575    3,425,173      866,112    1,724,904    2,587,578
<TOTAL-REVENUES>             3,873,575    3,425,173      866,112    1,724,904    2,587,578
<CGS>                        2,777,735    2,798,282      678,166    1,382,973    2,090,505
<TOTAL-COSTS>                2,777,735    2,798,282      678,166    1,382,973    2,090,505
<OTHER-EXPENSES>               200,986      228,001       54,946      109,617      165,436
<LOSS-PROVISION>                     0            0            0            0            0
<INTEREST-EXPENSE>              71,050       92,804       14,086       35,192       64,615
<INCOME-PRETAX>                823,804      306,086      118,914      197,122      267,022
<INCOME-TAX>                   309,000      114,000       45,544       75,498      102,269
<INCOME-CONTINUING>            514,804      192,086       73,370      121,624      164,753
<DISCONTINUED>                       0            0            0            0            0
<EXTRAORDINARY>                      0            0            0            0            0
<CHANGES>                            0            0            0            0            0
<NET-INCOME>                   514,804      192,086       73,370      121,624      164,753
<EPS-PRIMARY>                     4.67         1.74         0.67         1.10         1.49
<EPS-DILUTED>                     4.65         1.73         0.67         1.09         1.48
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                     5

<LEGEND>   THIS SCHEDULE CONTAINS RESTATED/AMENDED SUMMARY FINANCIAL INFORMATION
           EXTRACTED FROM THE COMPANY'S  CONSOLIDATED BALANCE SHEETS AND RELATED
           CONSOLIDATED  STATEMENTS OF EARNINGS FOR THE YEAR ENDED  DECEMBER 31,
           1997 AND THE  QUARTERS  ENDED  MARCH 31, JUNE 30, AND  SEPTEMBER  30,
           1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
           STATEMENTS.
                                                                    Exhibit 27.3
                           WILLAMETTE INDUSTRIES, INC.
                  AMENDED AND RESTATED FINANCIAL DATA SCHEDULE
</LEGEND>
<RESTATED>
<MULTIPLIER>                                                               1,000
       
<S>                              <C>            <C>            <C>            <C>
<PERIOD-TYPE>                           3-MOS          6-MOS          9-MOS         12-MOS
<FISCAL-YEAR-END>                 DEC-31-1997    DEC-31-1997    DEC-31-1997    DEC-31-1997
<PERIOD-END>                      MAR-31-1997    JUN-30-1997    SEP-30-1997    DEC-31-1997
<CASH>                                 34,950         31,921         19,547         14,169
<SECURITIES>                                0         11,924          8,722         13,431
<RECEIVABLES>                         288,255        301,764        309,194        311,573
<ALLOWANCES>                            4,533          4,718          4,907          4,571
<INVENTORY>                           370,527        363,354        377,140        394,595
<CURRENT-ASSETS>                      826,572        804,501        806,772        766,188
<PP&E>                              5,618,248      5,740,338      5,854,609      5,981,443
<DEPRECIATION>                      1,828,925      1,890,358      1,954,213      2,018,206
<TOTAL-ASSETS>                      4,700,851      4,738,440      4,791,072      4,811,055
<CURRENT-LIABILITIES>                 539,615        481,465        469,999        458,095
<BONDS>                             1,775,525      1,859,052      1,908,904      1,916,001
                       0              0              0              0
                                 0              0              0              0
<COMMON>                               27,684         27,753         55,595         55,675
<OTHER-SE>                          1,944,784      1,951,927      1,931,541      1,938,805
<TOTAL-LIABILITY-AND-EQUITY>        4,700,851      4,738,440      4,791,072      4,811,055
<SALES>                               855,192      1,734,540      2,623,335      3,501,376
<TOTAL-REVENUES>                      855,192      1,734,540      2,623,335      3,501,376
<CGS>                                 745,896      1,506,429      2,272,556      3,029,892
<TOTAL-COSTS>                         745,896      1,506,429      2,272,556      3,029,892
<OTHER-EXPENSES>                       58,947        120,070        180,104        243,231
<LOSS-PROVISION>                            0              0              0              0
<INTEREST-EXPENSE>                     29,143         58,572         88,248        116,990
<INCOME-PRETAX>                        21,206         49,469         82,427        111,263
<INCOME-TAX>                            7,889         18,402         30,663         38,300
<INCOME-CONTINUING>                    13,317         31,067         51,764         72,963
<DISCONTINUED>                              0              0              0              0
<EXTRAORDINARY>                             0              0              0              0
<CHANGES>                                   0              0              0              0
<NET-INCOME>                           13,317         31,067         51,764         72,963
<EPS-PRIMARY>                            0.12           0.28           0.47           0.66
<EPS-DILUTED>                            0.12           0.28           0.46           0.65
        

</TABLE>


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