WILLAMETTE INDUSTRIES INC
10-Q, 1999-05-13
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, 1999

                         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: 111,332,313 at April 30, 1999.

<PAGE>

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

<TABLE>
<S>                                                     <C>              <C>
                                                             MARCH 31,   DECEMBER 31,
                           ASSETS                               1999         1998    
                           ------                            ---------   -----------
Current assets:
  Cash                                                  $      22,303         31,359
  Accounts receivable, less allowance
    for doubtful accounts of $4,503 and $4,300                339,145        306,332
  Inventories (Note 2)                                        397,838        411,316
  Prepaid expenses and timber deposits                         40,732         45,316
                                                            ---------      ---------

         Total current assets                                 800,018        794,323

Timber, timberlands and related facilities, net             1,102,661      1,112,180

Property, plant and equipment, at cost less
  accumulated depreciation of $2,310,934 and $2,253,551     2,712,881      2,707,146

Other assets                                                   82,807         84,019
                                                             ---------     ---------

                                                            4,698,367      4,697,668
                                                            =========      =========
            LIABILITIES AND STOCKHOLDERS' EQUITY
            ------------------------------------

Current liabilities:
  Current installments on long-term debt                        2,205          2,267
  Notes payable                                                35,211         47,252
  Accounts payable, includes book overdrafts
    of $37,756 and $55,030                                    176,249        196,134
  Accrued expenses                                            172,458        165,743
  Accrued income taxes                                         19,077         16,081
                                                             ---------     ---------

         Total current liabilities                            405,200        427,477

Deferred income taxes                                         415,418        404,518

Other liabilities                                              42,782         42,159

Long-term debt, net of current installments                 1,816,521      1,821,083

Stockholders' equity:
  Preferred stock, cumulative, of $.50 par value.
    Authorized 5,000 shares.                                     -              -
  Common stock, $.50 par value. Authorized 150,000
    shares; issued 111,065 and 110,981 shares.                 55,533         55,490
  Capital surplus                                             287,275        285,140
  Retained earnings                                         1,675,638      1,661,801
                                                            ---------      ---------

         Total stockholders' equity                         2,018,446      2,002,431
                                                            ---------      ---------

                                                         $  4,698,367      4,697,668
                                                            =========      =========
</TABLE>

                                     - 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,
                                                             1999       1998
                                                             ----       ---- 

Net sales                                                $  923,453    900,075

Cost of sales (Note 3)                                      778,295    775,823
                                                            -------    -------

  Gross profit                                              145,158    124,252

Selling and administrative expenses                          65,152     62,741
                                                            -------    -------

  Operating earnings                                         80,006     61,511

Other income (expense) - net                                    (91)     2,773
                                                            -------    -------
                                                             79,915     64,284

Interest expense                                             32,760     30,572
                                                            -------    -------

  Earnings before provision for income taxes                 47,155     33,712

Provision for income taxes                                   15,561     11,631
                                                            -------    -------

  Net earnings                                           $   31,594     22,081
                                                            =======    =======


Per share information (1):
  Basic earnings per share                               $     0.28       0.20
                                                            =======    =======
  Diluted earnings per share                             $     0.28       0.20
                                                            =======    =======

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

Weighted average shares outstanding:
   Basic                                                    111,002    111,362
   Diluted (2)                                              111,478    111,915

(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,   
                                                              1999       1998
                                                            --------   --------
Cash flows from operating activities:
  Net earnings                                         $     31,594      22,081
  Adjustments to reconcile net earnings to net cash
    from operating activities:
      Depreciation                                           59,500      68,764
      Cost of fee timber harvested                           10,954      12,195
      Other amortization                                      4,105       4,836
      Increase in deferred income taxes                      10,900       5,816

  Changes in working capital items:
      Accounts receivable                                   (32,813)    (20,471)
      Inventories                                            13,478      (9,098)
      Prepaid expenses and timber deposits                    4,584     (11,770)
         Accounts payable and accrued expenses              (13,170)    (27,122)
      Accrued income taxes                                    2,996       4,096
                                                            -------     -------
  Net cash from operating activities                         92,128      49,327
                                                            -------     -------

Cash flows from investing activities:
      Proceeds from sale of equipment                           510          64
      Expenditures for property, plant and equipment        (65,741)    (93,770)
      Expenditures for timber and timberlands                (2,274)     (2,393)
      Expenditures for roads and reforestation               (2,912)     (3,101)
         Other                                                1,491     (20,082)
                                                            -------     -------
  Net cash from investing activities                        (68,926)   (119,282)
                                                            -------    -------

Cash flows from financing activities:
      Net change in operating lines of credit               (12,041)     90,050
      Debt borrowing                                            152           -
      Proceeds from sale of common stock                      2,164       1,072
         Cash dividends paid                                (17,757)    (17,816)
      Payment on debt                                        (4,776)       (710)
                                                            -------     -------
  Net cash from financing activities                        (32,258)     72,596
                                                            -------     -------

Net change in cash                                           (9,056)      2,641

Cash at beginning of period                                  31,359      27,600
                                                            -------     -------

Cash at end of period                                  $     22,303      30,241
                                                            =======     =======

Supplemental  disclosures of cash flow information:
  Cash paid during the period for:
    Interest (net of amount capitalized)               $     42,203      39,248
                                                            =======     =======

    Income taxes                                       $        729       1,718
                                                            =======     =======


                                       - 4 -
<PAGE>

                                                                       FORM 10-Q
                                                                          PART I
                                                                          ITEM 1



                  WILLAMETTE INDUSTRIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1999


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,
                                                   1999            1998
                                                ---------        ---------

                  Finished product            $  141,388          131,383
                  Work in progress                 7,675            6,909
                  Raw material                   156,244          184,734
                  Supplies                        92,531           88,290
                                                --------         --------

                                              $  397,838          411,316
                                                ========         ========

Note 3   Effective January 1, 1999, the Company changed its accounting estimates
         relating to depreciation.  The estimated  service lives for much of the
         Company's  machinery and equipment was extended five years.  The change
         was  based  upon  a  study  performed  by  the  Company's   engineering
         department, comparisons to typical industry practices and the effect of
         the Company's  extensive  capital  investments which have resulted in a
         mix of  assets  with  longer  productive  lives  due  to  technological
         advances.  As a result of the change,  the Company's net income for the
         three months ended March 31, 1999,  was  increased  $14.1  million,  or
         $0.13 per share.  The Company  estimates  the change will  increase net
         income in 1999 by approximately $55.2 million, or $0.50 per share.

Note 4   Certain items  previously  reported have been  reclassified  to conform
         with the 1999 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, 1999


The  Company's  three basic  businesses,  white paper,  brown paper and building
materials,  are affected by changes in general  economic  conditions.  White and
brown paper 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.  All industry segments are
influenced by global  economic  factors of supply and demand.  In addition,  the
cost of wood and recycled  fiber,  basic raw  materials  for all  segments,  are
sensitive to various supply and demand factors,  including  environmental issues
affecting supply.

                              SEGMENT INFORMATION
                               -------------------

                                  Three Months Ended March 31,

                                             1999        1998
                                           --------    --------

Sales:
   Building Materials                    $ 332,807     293,888
   Brown Paper                             332,697     337,250
   White Paper                             257,949     268,937
                                          --------    --------
                                         $ 923,453     900,075
                                          ========    ========

Operating Earnings:(1)
   Building Materials                    $  49,758      13,549
   Brown Paper                              33,674      41,106
   White Paper                               9,190      18,312
   Corporate                               (12,616)    (11,456)
                                            ------      ------
                                         $  80,006      61,511
                                          ========    ========

(1) Operating  earnings  for 1999  include  the  positive  impact of a change in
    estimate  for  depreciable  lives of  property,  plant  and  equipment.  The
    increase in operating earnings is approximately as follows:

       Building Materials    $5,700
       Brown Paper            6,200
       White Paper            9,100

                                      - 6 -
<PAGE>

                              RESULTS OF OPERATIONS
                     1st Quarter 1999 vs,. 1st Quarter 1998
                     --------------------------------------

Consolidated net sales increased 2.6% and operating  earnings increased 30.1% in
the first quarter of 1999  compared  with the first  quarter of 1998.  The sales
increase  was driven by increased  unit  shipments  for most  product  lines and
positive  movement in average  sales prices during the quarter for many building
materials  products.  Consolidated  operating earnings increased due to improved
markets for building materials and the positive impact from a change in estimate
for  depreciable  lives  of  property,   plant  and  equipment.  The  change  in
depreciable lives was based upon a study performed by the Company's  engineering
department,  comparisons  to typical  industry  practices  and the effect of the
Company's  extensive capital  investments which have resulted in a mix of assets
with  longer  productive  lives due to  technological  advances.  The  change in
estimate  increased first quarter 1999 operating  earnings $21.0 million and net
income $14.1 million, or $0.13 per share.

Brown paper net sales  declined  1.4% and  operating  earnings  decreased  18.1%
(33.2%  before the  depreciation  adjustment)  in the first  quarter of 1999, as
average sales prices  decreased in all product lines compared to the prior year.
Corrugated  container prices were down 6.8% and grocery bag prices declined 7.8%
as the market adjusted to supply and demand issues. While the price trend in the
first  quarter  was  down,  price  increases  announced  at the end of the first
quarter should begin to show positive results in the second quarter.

Unit shipments in the brown paper segment  increased over the prior year to help
partially offset the negative price impact. Corrugated container unit           

                                     - 7 -
<PAGE>

shipments increased 7.6% and grocery bags showed a modest 2.5% increase from the
first quarter of 1998.  The increase in corrugated  container unit shipments was
the result of  expansion  of  internal  converting  capacities  through  capital
projects.  Raw  material  costs also  positively  affected  earnings  during the
quarter as old corrugated  container  (OCC) costs decreased 26.8% and chip costs
decreased 11.4% from the comparable period of 1998.

White paper net sales  decreased  4.1% and operating  earnings  decreased  49.8%
(99.5%  before the effect of the  depreciation  change) in the first  quarter of
1999 compared to 1998, as sales prices  declined in all product  lines.  Average
sales  prices  declined  17.7% for fine paper,  14.9% for cut sheets,  11.2% for
continuous forms and 2.1% for hardwood market pulp. These price declines reflect
the supply and demand  imbalances  created by the  increase  in imports of white
paper and softness in worldwide markets.

Partially  offsetting  the decline in prices were unit  shipment  increases  for
continuous forms and cut sheets. Continuous forms increased 15.9% and cut sheets
increased  24.2% over the prior year.  The increase in continuous  forms was the
result of the  Company's  increased  focus on the resale market (sales to office
superstores).  Cut sheet unit shipment  increases  resulted from the start-up of
our new Brownsville,  Tennessee,  cut sheet plant which came on-line in February
1998, and increased converting volumes at other facilities due to the production
from the new Kentucky paper machine ("K-2"),  which successfully came on-line at
the end of the second  quarter of 1998.  Hardwood  market pulp realized the only
decline,  as unit  shipments  decreased  20.4% from the prior year. Raw material
costs also impacted white paper results,  as chip costs  increased 5.4% over the
first quarter of 1998.

                                    - 8 -
<PAGE>

Building  materials net sales increased 13.2% and operating  earnings  increased
267.2%  (225.2%  before  the  effects of the  depreciation  change) in the first
quarter  compared  to the prior  year.  Increases  in average  sales  prices for
structural  panels and increased  unit  shipments led to the operating  earnings
growth.  With the  continued  strength in housing  starts,  prices for  oriented
strand board (OSB)  increased  26.1% and plywood  increased 18.9% over the first
quarter  of 1998.  While  lumber  prices  remained  flat  with the  prior  year,
particleboard decreased 2.2% and MDF decreased 3.2%. Lumber prices, however, did
increase 15.1% over average sales prices in the fourth quarter of 1998.

Unit  shipment  volumes were strong in the first quarter of 1999, as all product
lines  experienced  increases  over  the  first  quarter  of 1998.  Lumber  unit
shipments  increased  13.6%  over the prior  year as gains  were  realized  from
capital project completions, including the start-up of our new small-log sawmill
in Taylor,  Louisiana in August 1998. While strong housing starts helped bolster
lumber  shipments,  they also  contributed to structural  panel increases as OSB
increased 25.9% and plywood  increased 8.9% from 1998.  Composite board products
also realized unit shipment gains as MDF increased  11.5% over volumes  achieved
in 1998.  MDF unit  shipments  increased as 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 $2.4 million or 3.8% in the first
quarter mostly due to expansion of Company operations.  The ratio of selling and
administrative  expenses  to net sales was 7.1% for the  first  quarter  of 1999
compared to 7.0% for the same period in 1998.

                                    - 9 -
<PAGE>

Interest  expense was $32.8  million in the first  quarter of 1999 compared with
$30.6 million in the prior year. The increase in interest  expense was driven by
capital  project  completions,  which  resulted  in a  decrease  in  capitalized
interest  from $5.6 million in the first  quarter of 1998 to $.5 million for the
first  quarter  of  1999.  The  Company's  effective  interest  rate on  average
outstanding  debt  slightly  increased  to 7.1% for the  first  quarter  of 1999
compared to 7.04% in 1998.

                    Financial Condition as of March 31, 1999
                    ----------------------------------------

For the first three months of 1999,  cash flows from operating  activities  were
$92.1 million,  representing  an increase of 86.8% from the same period in 1998.
The increase was primarily attributable to reductions in inventories and various
other changes in working  capital items  compared to the prior year. Net working
capital  increased 7.6% to $394.8 million at March 31, 1999,  compared to $366.8
million at December 31, 1998. The total debt to capital ratio decreased to 47.9%
at March 31, 1999, from 48.3% at December 31, 1998.

In December 1998, the Company  finalized the sale of 117,000 acres of timberland
in southwest  Washington for $234.0  million.  The Company  acquired the land in
1996 as part of the purchase of Cavenham Forest Industries. The timberlands were
not critical to the  long-term  fiber supply  needs of the  Company's  Northwest
operations. Proceeds were used to pay down existing debt.

On  April  20,  1999,  the  Board of  Directors  of the  Company  voted to pay a
quarterly cash dividend of $.18 in the second quarter of 1999, which was a 12.5%
increase over the previous quarterly rate; however, there is no

                                    - 10 -
<PAGE>

assurance  as  to  future   dividends  as  they  depend  on  earnings,   capital
requirements and financial condition.

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.

                              YEAR 2000 COMPLIANCE
                              --------------------

The year 2000 (Y2K) issue,  which is common to most businesses,  arises from the
inability  of systems  and  certain  software  application  programs to properly
recognize and process dates and date sensitive information on and beyond January
1, 2000. In 1996,  the Company began working to address the possible  effects of
the Y2K issue on its information,  financial and  manufacturing  systems.  These
efforts  include  inventory  assessment,  modification  and testing of these key
systems. Willamette is fortunate in that many of the Company's systems have been
replaced  during the past few years as we implemented  new  technology.  Many of
these new systems are currently Y2K ready.  To date,  the Company has spent $3.9
million on Y2K readiness and currently  estimates  that total  spending will not
exceed  $10.0  million.  These costs are being  expensed as incurred and are not
expected to have a material impact on the Company's financial position.

As of March 31,  1999, a majority of the  Company's  financial  and  information
systems have been  modified and tested for Y2K  readiness and are expected to be
compliant by the end of the second quarter of 1999. In the  manufacturing 

                                     - 11 -
<PAGE>

area,  the Company has completed the process of  inventorying  and assessing its
primary manufacturing systems for Y2K readiness.  To date, no significant issues
have been  identified with the Company's  manufacturing  systems and the Company
expects to resolve any issues with these systems by the third quarter of 1999.

The Company has also been surveying its major  vendors,  suppliers and customers
to assess  the  potential  impact  on its  operations  of these key  third-party
relationships.  This process includes  obtaining a letter of certification  from
vendors and suppliers on their Y2K readiness  and  monitoring  the status of key
customers.  To date, no significant  compliance issues have been identified with
these  third  parties.  The Company  plans to  continually  update and  evaluate
compliance with these key third parties throughout 1999.

The most  reasonably  likely  worst  case  scenario  facing  the  Company is the
occurrence of unscheduled  down-time at its  facilities  resulting from internal
system  difficulties  or  third-party  failures  that could  have a  significant
adverse affect on the Company's earnings.  While it is the Company's belief that
all of its systems will be assessed and modified  before January 1, 2000,  there
can be no guarantee  that issues will not arise  pertaining  to these systems or
that  vendors,  suppliers  and  customers  will  adequately  address  their  Y2K
readiness requirements.  The Company is developing contingency plans relating to
mission-critical  systems  and key  third  parties.  These  include  identifying
alternative  suppliers  and  manufacturing   systems,  and  working  with  major
customers  who may be  affected  by Y2K  issues.  The Y2K  readiness  effort  is
continuously  monitored by a special task force which makes  regular  reports to
senior management and the audit committee of the Board of Directors.

                                     - 12 -
<PAGE>

                           Forward-Looking Statements
                           --------------------------

Statements contained in this report that are not historical in nature, including
without limitation adequacy of the Company's liquidity resources,  the impact of
environmental  regulations and risks associated with the Year 2000 problem,  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 from
those projected.  Such risks and uncertainties  with respect to the Company,  in
addition to those  included  with the  forward-looking  statements,  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.

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

                                     - 13 -

<PAGE>

                                                                       FORM 10-Q
                                                                         PART II



                                OTHER INFORMATION


Item 1. Legal Proceedings
- -------------------------

As first  reported in the Company's  Form 8-K report filed January 26, 1998, the
Company received from the  Environmental  Protection  Agency (EPA) a request for
information under Section 114 of the Clean Air Act (the Act) with respect to the
Company's building materials operations. The requests were focused on compliance
with  regulations  under the  Prevention of  Significant  Deterioration  ("PSD")
Program  under the Act.  On May 7, 1998,  the EPA  issued a Notice of  Violation
(NOV)  alleging  violations  of the Act and related  state  regulations,  and on
December 11, 1998,  issued a second NOV  supplementing  and clarifying the first
NOV.  The Company is  reviewing  the  allegations  contained  in the NOVs and is
meeting with the EPA to negotiate a resolution of the issues raised by the NOVs.
Settlements by other companies in the wood products  industry that have received
NOVs under the Act have involved the payment of fines and  agreements to install
emission control equipment and undertake supplemental environmental projects.

In November  1998, the Company  received from the EPA a request for  information
under  Section 114 of the Act with respect to the  Company's  paper  operations.
This request also focused on compliance with the PSD regulations.  Subsequently,
on April 19,  1999,  the Company  received an NOV  relating to its  Johnsonburg,
Pennsylvania,  pulp  and  paper  mill.  The NOV  alleges  violations  of the Act
relating to two major  modifications to the plant,  allegedly without proper PSD
permits and without complying with applicable PSD  requirements.  The Company is
reviewing the allegations contained in this NOV and will be meeting with federal
and state  officials  to  discuss  the  issues  raised by the NOV.  The  Company
believes that  additional  NOVs may be issued with respect to one or more of the
Company's other paper mills.

The Company believes that the outcome of the foregoing proceedings will not have
a material adverse effect on the Company's financial position.


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

The annual  meeting of the Company's  shareholders  was held April 20, 1999. 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
                              -------      ---       --------  ----------------

       Winslow H. Buxton        2002    100,256,340   646,574          0
       G. Joseph Prendergast    2002    100,297,880   605,034          0
       William Swindells        2002    100,282,327   620,587          0

                                     - 14 -
<PAGE>

The following individuals continue to serve as directors:

                    Gerard K. Drummond         2000
                    Kenneth W. Hergenhan       2001
                    Paul N. McCracken          2000
                    Stuart J. Shelk, Jr.       2000
                    Robert M. Smelick          2001
                    Samuel C. Wheeler          2000
                    Benjamin R. Whiteley       2001

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 for  three-month
                                      period ended March 31, 1999.

             (b) Reports on Form 8-K

                 On March  11,  1999,  the  Company  filed a report on Form 8-K
                 reporting  under Item 5 a change in  accounting  estimate  for
                 depreciable lives of property, plant and equipment.

                                     - 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: May 12, 1999

                                     - 16 -


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

<TABLE>

                                                                        THREE MONTHS ENDED
                                     YEAR ENDED DECEMBER 31,                 MARCH 31,    
                                     -----------------------                 ---------    
<S>                      <C>        <C>      <C>      <C>      <C>       <C>      <C>
                             1994     1995     1996     1997     1998     1998     1999
                             ----     ----     ----     ----     ----     ----     ----
Fixed Charges:
 Interest cost           $  80,807   77,237  103,338  136,929  145,579   36,201   33,265
 One-third rent
  expense                    5,227    5,976    6,906    7,535    8,075    1,916    1,841
                           -------  -------  -------  -------  -------  -------  -------

Total Fixed Charges      $  86,034   83,213  110,244  144,464  153,654   38,117   35,106
                           =======  =======  =======  =======  =======  =======  =======


Add (Deduct):
 Earnings before
  income taxes           $ 288,923  823,804  306,086  111,263  132,783   33,712   47,155
 Interest capitalized       (9,294)  (6,187) (10,534) (19,939) (13,589)  (5,629)    (505)
                           -------  -------  -------  -------  -------  -------  --------



Earnings for
 Fixed Charges           $ 365,663  900,830  405,796  235,788  272,848   66,200    81,756
                           =======  =======  =======  =======  =======  =======  ========


Ratio of Earnings to
    Fixed Charges             4.25    10.83     3.68     1.63     1.78     1.74      2.33
                           =======  =======  =======  =======  =======  =======  ========
</TABLE>


<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,  1999,  AND IS  QUALIFIED  IN ITS ENTIRETY BY REFERENCE TO
                  SUCH FINANCIAL STATEMENTS.
                                                                      EXHIBIT 27

                           WILLAMETTE INDUSTRIES, INC.
                             FINANCIAL DATA SCHEDULE

</LEGEND>

<MULTIPLIER>                                                               1,000
       
<S>                                                                          <C>
<PERIOD-TYPE>                                                              3-MOS
<FISCAL-YEAR-END>                                                    DEC-31-1999
<PERIOD-END>                                                         MAR-31-1999
<CASH>                                                                    22,303
<SECURITIES>                                                                   0
<RECEIVABLES>                                                            343,648
<ALLOWANCES>                                                             (4,503)
<INVENTORY>                                                              397,838
<CURRENT-ASSETS>                                                         800,018
<PP&E>                                                                 6,126,476
<DEPRECIATION>                                                         2,310,934
<TOTAL-ASSETS>                                                         4,698,367
<CURRENT-LIABILITIES>                                                    405,200
<BONDS>                                                                1,816,521
                                                          0
                                                                    0
<COMMON>                                                                  55,533
<OTHER-SE>                                                             1,962,913
<TOTAL-LIABILITY-AND-EQUITY>                                           4,698,367
<SALES>                                                                  923,453
<TOTAL-REVENUES>                                                         923,453
<CGS>                                                                    788,295
<TOTAL-COSTS>                                                            788,295
<OTHER-EXPENSES>                                                          65,061
<LOSS-PROVISION>                                                               0
<INTEREST-EXPENSE>                                                        32,760
<INCOME-PRETAX>                                                           47,155
<INCOME-TAX>                                                              15,561
<INCOME-CONTINUING>                                                       31,594
<DISCONTINUED>                                                                 0
<EXTRAORDINARY>                                                                0
<CHANGES>                                                                      0
<NET-INCOME>                                                              31,594
<EPS-PRIMARY>                                                               0.28
<EPS-DILUTED>                                                               0.28
        

</TABLE>


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