<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K405
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the Fiscal Year Ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
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Commission File Number 1-3506
GEORGIA-PACIFIC CORPORATION
(exact name of registrant as specified in its Charter)
Georgia 93-0432081
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State or other jurisdiction of (I.R.S. Employer incorporation
organization or Identification No.)
133 Peachtree Street, N.E.,
Atlanta, Georgia 30303
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(Address of principal executive (Zip Code)
offices)
Registrant's telephone number,
including area code (404) 652-4000
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Securities registered pursuant to
Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- ------------------- -------------------------
Common Stock ($.80 par value) New York Stock Exchange
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Junior Preferred Stock Purchase
Rights New York Stock Exchange
- ------------------------------- -------------------------
Securities registered pursuant to
Section 12(g) of the Act: None
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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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/
The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of March 7, 1996, was $6,141,630,931.
As of the close of business on March 7, 1996, the Registrant had
91,325,367 shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Listed hereunder are the documents any portions of which are incorporated
by reference and the Parts of this Form 10-K into which such portions are
incorporated:
1. The Corporation's Annual Report to Shareholders for the fiscal year
ended December 31, 1995, portions of which are incorporated by
reference in Parts I, II and IV of this Form 10-K; and
2. The Corporation's definitive Proxy Statement expected to be dated
March 22, 1996, for use in connection with the Annual Meeting of
Shareholders to be held on May 7,1996, portions of which are
incorporated by reference into Part III of this Form 10-K.
<PAGE> 3
Georgia-Pacific Corporation
Table of Contents
<TABLE>
<CAPTION>
PART I
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<S> <C> <C>
Item 1. Business 1
Item 2. Properties 1
Item 3. Legal Proceedings 2
Item 4. Submission of Matters to a Vote of
Security Holders 2
PART II
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters 3
Item 6. Selected Financial Data 3
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 3
Item 8. Financial Statements and Supplementary
Data 3
Item 9. Changes in and Disagreements With
Accountants on Accounting and Financial
Disclosure 3
PART III
Item 10. Directors and Executive Officers of the
Registrant 4
Item 11. Executive Compensation 7
Item 12. Security Ownership of Certain Beneficial
Owners and Management 7
Item 13. Certain Relationships and Related
Transactions 7
PART IV
Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K 8
</TABLE>
PART I
ITEM 1. BUSINESS
Georgia-Pacific Corporation (together with its subsidiaries herein referred to
as the "Corporation") was organized in 1927 under the laws of the State of
Georgia.
Information pertaining to the Corporation's business, including industry
segments, set forth under the captions "Building Products," "Pulp and Paper,"
"Management's Discussion and Analysis," Note 2 of the Notes to Financial
Statements, "Sales and Operating Profits by Industry Segment," and "Operating
Statistics" of the Corporation's 1995 Annual Report to Shareholders is
incorporated herein by reference.
TIMBER RESOURCES
Information pertaining to the Corporation's timber resources set forth under the
captions "Building Products - Forest Resources" and "Operating Statistics" of
the Corporation's 1995 Annual Report to Shareholders is incorporated herein by
reference.
MINERAL RESOURCES
Information pertaining to the Corporation's gypsum resources set forth under the
caption "Building Products - Gypsum Products" of the Corporation's 1995 Annual
Report to Shareholders is incorporated herein by reference.
ENVIRONMENT
Information pertaining to environmental issues and the Corporation's
expenditures for pollution control facilities and equipment set forth under the
captions "Environment," "Management's Discussion and Analysis - Investment
Activities" and Note 10 of the Notes to Financial Statements of the
Corporation's 1995 Annual Report to Shareholders is incorporated herein by
reference.
EMPLOYEES
Information pertaining to persons employed by the Corporation set forth under
the caption "Management's Discussion and Analysis - Other" of the Corporation's
1995 Annual Report to Shareholders is incorporated herein by reference.
ITEM 2. PROPERTIES
Information pertaining to the number of manufacturing facilities as of December
31, 1995 and capacity and historical production volumes as of December 31, 1995
by plant type set forth under the caption "Operating Statistics" of the
Corporation's 1995 Annual Report to Shareholders is incorporated herein by
reference.
Information concerning the Corporation's timber and mineral resources is
presented under Item 1 of this Form 10-K.
<PAGE> 5
ITEM 3. LEGAL PROCEEDINGS
The information contained in Note 10 of the Notes to Financial Statements of the
Corporation's 1995 Annual Report to Shareholders ("Note 10") is incorporated
herein by reference.
ENVIRONMENTAL PROCEEDINGS
Pursuant to the rules of the Securities and Exchange Commission, the Corporation
is required to describe environmental proceedings to which a governmental
authority is a party and which involve potential monetary sanctions, exclusive
of interest and costs, of at least $100,000. Following are descriptions of the
legal proceedings meeting this criteria.
As last reported in the Corporation's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995, about July 20, 1992, the Corporation received from
the Environmental Protection Agency ("EPA") a Notice of Violation ("NOV")
alleging past violations of a construction permit regulating air emissions at
the Corporation's Gaylord, Michigan facility. On March 31, 1993, the
Corporation received a second NOV alleging past violations at the same facility.
In addition, the State of Michigan has issued three letters alleging violations
of the facility's opacity limits. The Corporation recently reached an agreement
in principle with the U. S. Department of Justice, the EPA, and the State of
Michigan to settle these claims and all others relating to the facility,
which will entail payment of a $700,000 fine and the installation by the
Corporation of air emission controls at the Gaylord facility. The
Corporation is presently negotiating the final terms and conditions of the
Consent Agreement.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of 1995, there were no matters submitted to a vote of
security holders through the solicitation of proxies or otherwise.
<PAGE> 6
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Information with respect to the Market for the Corporation's Common Equity and
Related Stockholder Matters set forth under the captions "Highlights," Note 12
of the Notes to Financial Statements and "Investor Information" of the
Corporation's 1995 Annual Report to Shareholders is incorporated herein by
reference. As of the close of business on March 7, 1996, the Corporation's
common stock price was $67.25, and there were approximately 42,900 record
holders of its Common Stock.
ITEM 6. SELECTED FINANCIAL DATA
Information with respect to Selected Financial Data set forth under the captions
"Selected Financial Data - Operations" and "Selected Financial Data - Financial
Position, End of Year" of the Corporation's 1995 Annual Report to Shareholders
is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Information with respect to Management's Discussion and Analysis set forth under
the caption "Management's Discussion and Analysis" of the Corporation's 1995
Annual Report to Shareholders is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information with respect to Financial Statements and Supplementary Data as set
forth under the captions "Statements of Income," "Statements of Cash Flows,"
"Balance Sheets," "Statements of Shareholders' Equity," "Notes to Financial
Statements" and "Report of Independent Public Accountants" of the
Corporation's 1995 Annual Report to Shareholders is incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no changes in or disagreements with accountants on accounting
and financial disclosure within the twenty-four months prior to the date of the
most recent financial statements filed as part of the 1995 Annual Report on Form
10-K.
<PAGE> 7
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information with respect to Directors of the Corporation and disclosure pursuant
to Item 405 of Regulation S-K is incorporated herein by reference to the
Corporation's Notice of 1996 Annual Meeting of Shareholders and Proxy Statement
expected to be dated March 22, 1996.
Executive Officers of the Registrant
The executive officers of the Corporation are as follows:
<TABLE>
<CAPTION>
Date first
elected as
Name Age an officer Position or office
- ------------------- ----- ------------ --------------------
<S> <C> <C> <C>
A. D. Correll 54 1988 Chairman and Chief
Executive Officer and a Director
W. E. Babin 60 1990 Executive Vice
President -
Pulp and Paper
John F. McGovern 49 1983 Executive Vice
President - Finance
and Chief Financial Officer
Davis K. Mortensen 63 1982 Executive Vice
President -
Building Products
James E. Bostic, Jr. 48 1991 Senior Vice
President -
Environmental,
Government
Affairs and
Communications
Gerard R. Brandt 56 1990 Senior Vice
President -
Human Resources
Donald L. Glass 47 1982 Senior Vice
President -
Building Products
Manufacturing and Sales
James F. Kelley 54 1993 Senior Vice
President - Law
Clint M. Kennedy 46 1988 Senior Vice
President - Pulp,
Bleached Board and
Logistics
</TABLE>
<PAGE> 8
<TABLE>
<S> <C> <C> <C>
Maurice W. Kring 59 1983 Senior Vice
President -
Containerboard and
Packaging
George A.
MacConnell 48 1983 Senior Vice
President -
Distribution and
Millwork
John F. Rasor 52 1983 Senior Vice
President -
Forest Resources
David W. Reynolds 64 1983 Senior Vice
President -
Administration
Lee M. Thomas 51 1993 Senior Vice
President - Paper
James E. Terrell 46 1989 Vice President and
Controller
</TABLE>
Alston D. Correll has been Chief Executive Officer of Georgia-Pacific since May
1993, and Chairman since December 1993. He served as President and Chief
Operating Officer of the Corporation from August 1991 until May 1993, and
President and Chief Executive Officer from May 1993 until December 1993. Mr.
Correll served as Executive Vice President - Pulp and Paper from April 1989
through July 1991.
W. E. Babin has been Executive Vice President - Pulp and Paper since January
1993. Prior to that time, Mr. Babin served as Executive Vice President - Pulp
and Paperboard from May 1992 to January 1993, Senior Vice President -
Containerboard and Packaging from January 1991 to May 1992, and Group Vice
President - Containerboard and Packaging from February 1990 to January 1991.
John F. McGovern has been Executive Vice President - Finance since September
1995, and Chief Financial Officer since February 1994. He served as Senior Vice
President - Finance from January 1993 until September 1995, Vice President -
Finance from 1983 until January 1993, and Treasurer from March 1992 to October
1993.
Davis K. Mortensen has been Executive Vice President - Building Products since
1989.
James E. Bostic, Jr. has been Senior Vice President - Environmental, Government
Affairs and Communications since February 1995. Prior to that time, he served
as Group Vice President - Communication Papers from April 1992 through January
1995, Group Vice President - Butler Paper and Mail-Well from January 1992 to
April 1992, and Vice President - Butler Paper and Mail-Well from January 1991 to
January 1992. In addition, Mr. Bostic was General Manager, Commercial Products
and Systems Division, from 1990 to 1991.
Gerard R. Brandt has been Senior Vice President - Human Resources since February
1995. Prior to that time, he served as Group Vice President - Packaged Products
from July 1993 through January 1995, Group Vice President - Butler Paper and
Mail-Well from May 1992 to July 1993, Vice President - Butler Paper and Mail-
Well from April 1992 to May 1993, and Vice President - Communication Papers
Manufacturing from May 1990 to April 1992.
<PAGE> 9
Donald L. Glass has been Senior Vice President - Building Products Manufacturing
and Sales since 1991 and served as Senior Vice President - Building Products
Manufacturing from 1989 to 1991.
James F. Kelley joined the Corporation as Senior Vice President - Law and
General Counsel in December 1993. Prior to that time, he was a partner in the
law firm of Jones, Day, Reavis & Pogue.
Clint M. Kennedy has been Senior Vice President - Pulp, Bleached Board and
Logistics since February 1995. Prior to that time, he served as Group Vice
President - Pulp and Bleached Board from July 1992 through January 1995 and Vice
President - Sales and Marketing, Pulp and Bleached Board from May 1990 to July
1992.
Maurice W. Kring has been Senior Vice President - Containerboard and Packaging
since February 1994. Prior to that time, he served as Group Vice President -
Containerboard and Packaging from July 1993 until February 1994 and Group Vice
President - Packaged Products from 1987 to July 1993.
George A. MacConnell has been Senior Vice President - Distribution and Millwork
since February 1993 and served as Senior Vice President - Distribution and
Specialty Operations from 1989 to February 1993.
John F. Rasor has been Senior Vice President - Forest Resources since February
1995. Prior to that time, he served as Group Vice President - Forest Resources
from May 1992 through January 1995, Group Vice President - Timber from January
1992 to May 1992, Vice President - Forest Resources from 1991 to January 1992,
and Vice President - Eastern Wood Products Manufacturing Division from 1989 to
1991.
David W. Reynolds has been Senior Vice President - Administration since February
1995. Prior to that time, he served as Senior Vice President - Human Resources
and Administration from 1989 through January 1995.
Lee M. Thomas has been Senior Vice President - Paper since February 1995. Prior
to that time, he served as Senior Vice President - Environmental, Government
Affairs and Communications from February 1994 through January 1995, and Senior
Vice President - Environmental and Government Affairs from March 1993 through
January 1994. Prior to joining the Corporation in March 1993, Mr. Thomas served
as Chairman and Chief Executive Officer of Law Companies Environmental Group,
Inc. (an engineering and environmental services company) from 1989 until March
1993.
James E. Terrell was elected Vice President of the Corporation in January 1991
and has served as Controller since 1989.
The Corporation's Board of Directors elects officers of the Corporation who hold
the offices to which they are elected until the next annual organizational
meeting of the Board. The Compensation Committee determines the compensation of
officers who are also directors of the Corporation, and makes recommendations to
the Board of Directors regarding compensation for all other officers of the
Corporation. The amount of compensation is then determined by the Board of
Directors based on such recommendation. There are no other arrangements or
understandings between the respective officers and any other person pursuant to
which such officers are elected.
<PAGE> 10
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to Executive Compensation is incorporated herein by
reference to the Corporation's Notice of 1996 Annual Meeting of Shareholders and
Proxy Statement expected to be dated March 22, 1996.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information with respect to Security Ownership of Certain Beneficial Owners and
Management is incorporated herein by reference to the Corporation's Notice of
1996 Annual Meeting of Shareholders and Proxy Statement expected to be dated
March 22, 1996.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with respect to Certain Relationships and Related Transactions is
incorporated herein by reference to the Corporation's Notice of 1996 Annual
Meeting of Shareholders and Proxy Statement expected to be dated March 22, 1996.
<PAGE> 11
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this Annual Report for
Georgia-Pacific Corporation and subsidiaries:
(1) The Financial Statements, Notes to Financial Statements and the
Report of Independent Public Accountants dated February 9, 1996
listed below are incorporated herein by reference to the
Corporation's 1995 Annual Report to Shareholders:
Statements of Income for the years ended December 31, 1995,
1994 and 1993.
Statements of Cash Flows for the years ended
December 31, 1995, 1994 and 1993.
Balance Sheets as of December 31, 1995 and 1994.
Statements of Shareholders' Equity for the years ended December
31, 1995, 1994 and 1993.
Notes 1 through 12 of the Notes to Financial
Statements
Report of Independent Public Accountants
(2) Financial Statement Schedules:
Report of Independent Public Accountants as to
Schedule
II Valuation and Qualifying Accounts for the years ended
December 31, 1995, 1994 and 1993.
Schedules other than that listed above are omitted because they
are not required, are inapplicable or the information is
otherwise shown in the financial statements or notes thereto.
(3) Exhibits
The exhibits required to be filed as part of this Annual Report
on Form 10-K are as follows:
NUMBER DESCRIPTION
2.1 Asset Purchase Agreement between Domtar Inc. and
Georgia-Pacific Corporation dated November 8, 1995
<PAGE> 12
(Filed as Exhibit 2.1 to the Corporation's
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995, and incorporated herein
by this reference thereto).
2.2 Share Purchase Agreement between Domtar Industries
Inc., Domtar Gypsum Inc., Domtar Inc. and Georgia-
Pacific Corporation dated November 8, 1995 (Filed as
Exhibit 2.2 to the Corporation's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1995, and
incorporated herein by this reference thereto).
3.1 Articles of Incorporation, restated as of October 30,
1989 (Filed as Exhibit 3.1 to the Corporation's Annual
Report on Form 10-K for the year ended December 31,
1994, and incorporated herein by this reference
thereto).
3.2 Bylaws as amended to date (Filed as Exhibit 3.2 to the
Corporation's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1994, and incorporated herein
by this reference thereto).
4.1(i) Credit Agreement, dated as of June 30, 1993, among
Georgia-Pacific Corporation, as borrower, the lenders
named therein, and Bank of America National Trust and
Savings Association, as agent (Filed as Exhibit 4.1(i)
to the Corporation's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993, and incorporated
herein by this reference thereto).
4.1(ii) Amendment No. 1 to Credit Agreement, dated as of
November 30, 1994, among Georgia-Pacific Corporation,
the lenders named therein and Bank of America National
Trust and Savings Association, as agent (Filed as
Exhibit 4.1(ii) to the Corporation's Annual Report on
Form 10-K for the year ended December 31, 1994, and
incorporated herein by this reference thereto).
4.2 In reliance upon Item 601(b)(4)(iii) of Regulation S-K,
various instruments defining the rights of holders of
long-term debt of the Corporation are not being filed
herewith because the total of securities authorized
under each such instrument does not exceed 10% of the
total assets of the Corporation. The Corporation
hereby agrees to furnish a copy of any such instrument
to the Commission upon request.
<PAGE> 13
4.3 Rights Agreement, dated as of July 31, 1989, between
Georgia-Pacific Corporation and First Chicago Trust
Company of New York, with form of Rights Certificate
attached as Exhibit A (Filed as Exhibit 4.3 to the
Corporation's Annual Report on Form 10-K for the year
ended December 31, 1994, and incorporated herein by
the reference thereto).
4.4(i) Indenture, dated as of March 1, 1983, between Georgia-
Pacific Corporation and The Chase Manhattan Bank
(National Association), Trustee (Filed as Exhibit 4(a)
to the Corporation's Registration Statement on Form S-3
dated May 9, 1990, and incorporated herein by this
reference thereto).
4.4(ii) First Supplemental Indenture, dated as of July 27,
1988, among Georgia-Pacific Corporation, The Chase
Manhattan Bank (National Association), Trustee, and
Morgan Guaranty Trust Company of New York (Filed as
Exhibit 4.4(ii) to the Corporation's Annual Report on
Form 10-K for the year ended December 31, 1992, and
incorporated herein by this reference thereto).
10.1 Directors Group Life Insurance Program (Filed as
Exhibit 10.1 to the Corporation's Annual Report on Form
10-K for the year ended December 31, 1993, and
incorporated herein by this reference thereto).*
10.2(i) Executive Retirement Agreement (Officers Retirement
Plan) (Filed as Exhibit 10.2(i) to the Corporation's
Annual Report on Form 10-K for the year ended December
31, 1991, and incorporated herein by this reference
thereto).*
10.2(ii) Amendment No. 1 to Executive Retirement Agreement
(Officers Retirement Plan) (Filed as Exhibit 10.2(ii)
to the Corporation's Annual Report on Form 10-K for the
year ended December 31, 1991, and incorporated herein
by this reference thereto).*
10.2(iii) Executive Retirement Agreement (Officers Retirement
Plan), as amended, as in effect after January 1, 1992
(Filed as Exhibit 10.2(iii) to the Corporation's Annual
Report on Form 10-K for the year ended December 31,
1992, and incorporated herein by this reference
thereto).*
*Management contract or compensatory plan or arrangement required to be filed
pursuant to Item 14(c) of this Annual Report on Form 10-K.
<PAGE> 14
10.2(iv) Executive Retirement Agreement of James F. Kelley
(entered into December 6, 1993). (Filed as Exhibit 10.2
(v) to the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1994, and incorporated
herein by this reference thereto).*
10.3(i) Key Salaried Employees Group Insurance Plan - Pre-1987
Group (As Amended and Restated Effective January 1,
1987) (Filed as Exhibit 10.3(i) to the Corporation's
Annual Report on Form 10-K for the year ended December
31, 1991, and incorporated herein by this reference
thereto).*
10.3(ii) Amendment No. 1 (Effective January 1, 1991) to the Key
Salaried Employees Group Insurance Plan - Pre-1987
Group (As Amended and Restated Effective January 1,
1987) (Filed as Exhibit 10.3(ii) to the Corporation's
Annual Report on Form 10-K for the year ended December
31, 1991, and incorporated herein by this reference
thereto).*
10.3(iii) Key Salaried Employees Group Insurance Plan - Post-1986
Group (Effective January 1, 1987) (Filed as Exhibit
10.3(iii) to the Corporation's Annual Report on Form
10-K for the year ended December 31, 1991, and
incorporated herein by this reference thereto).*
10.3(iv) Amendment No. 1 (Effective January 1, 1991) to the Key
Salaried Employees Group Insurance Plan - Post-1986
Group (Effective January 1, 1987) (Filed as Exhibit
10.3(iv) to the Corporation's Annual Report on Form 10-
K for the year ended December 31, 1991, and
incorporated herein by this reference thereto).*
10.3(v) Amendment No. 2 to the Key Salaried Employees Group
Insurance Plan - Post-1986 Group (effective January 1,
1987) (Filed as Exhibit 10.3(v) to the Corporation's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993, and incorporated herein by this
reference thereto).*
*Management contract or compensatory plan or arrangement required to be filed
pursuant to Item 14(c) of this Annual Report on Form 10-K.
<PAGE> 15
10.3(vi) Amendment No. 3 to the Key Salaried Employees Group
Insurance Plan - Post-1986 Group (effective August 1,
1994) (Filed as Exhibit 10.3(vi) to the Corporation's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1994, and incorporated herein by this
reference thereto).*
10.4 Directors Retirement Program (Filed as Exhibit 10.4 to
the Corporation's Annual Report on Form 10-K for the
year ended December 31, 1991, and incorporated herein
by this reference thereto).*
10.5(i) 1990 Long-Term Incentive Plan (Filed as Exhibit 10.8 to
the Corporation's Annual Report on Form 10-K for the
year ended December 31, 1990, and incorporated herein
by this reference thereto).*
10.5(ii) Amendment No. 1 to 1990 Long-Term Incentive Plan (Filed
as Exhibit 10.8(ii) to the Corporation's Annual Report
on Form 10-K for the year ended December 31, 1991, and
incorporated herein by this reference thereto).*
10.6 1994 Management Incentive Plan (Filed as Exhibit 10.11
to the Corporation's Annual Report on Form 10-K for the
year ended December 31, 1993, and incorporated herein
by this reference thereto).*
10.7 1995 Economic Value Incentive Plan (Filed as Exhibit
10.10 to the Corporation's Annual Report on Form 10-K
for the year ended December 31, 1994, and incorporated
herein by this reference thereto).*
10.8(i) 1995 Shareholder Value Incentive Plan (Filed as Exhibit
10.11(i) to the Corporation's Annual Report on Form 10-
K for the year ended December 31, 1994, and
incorporated herein by this reference thereto).*
10.8(ii) Amendment No. 1 to 1995 Shareholder Value Incentive
Plan.*
10.8(iii) Form of Shareholder Value Incentive Stock Option (Filed
as Exhibit 10.11(ii) to the Corporation's Annual Report
on Form 10-K for the year ended December 31, 1994, and
incorporated herein by this reference thereto).*
*Management contract or compensatory plan or arrangement required to be filed
pursuant to Item 14(c) of this Annual Report on Form 10-K.
<PAGE> 16
10.9(i) Outside Directors Stock Plan, adopted March 17, 1995
(Filed as Exhibit 10.12 to the Corporation's Quarterly
Report on Form 10-Q for the quarter ended March 31,
1995, and incorporated herein by this reference
thereto).*
10.9(ii) Receivables Purchase Agreement dated as of June 1,
1990, among Georgia-Pacific Corporation, as the Seller,
and Asset Securitization Cooperative Corporation,
Corporate Asset Funding Company, Inc., Falcon Asset
Securitization Corporation and Matterhorn Capital
Corporation, as the Purchasers, and Canadian Imperial
Bank of Commerce, as the Administrative Agent (Filed as
Exhibit 10.17(i) to the Corporation's Annual Report on
Form 10-K for the year ended December 31, 1990, and
incorporated herein by this reference thereto).
10.9(iii) Receivables Purchase Agreement dated as of June 1,
1990, among Georgia-Pacific Corporation, as the Seller,
and Canadian Imperial Bank of Commerce, Citibank, N.A.
and The First National Bank of Chicago, as the
Secondary Purchasers, and Matterhorn Capital
Corporation and Canadian Imperial Bank of Commerce, as
the Administrative Agent (Filed as Exhibit 10.17(ii) to
the Corporation's Annual Report on Form 10-K for the
year ended December 31, 1990, and incorporated herein
by this reference thereto).
10.10(i) Agreement, effective as of March 15, 1993, among
Georgia-Pacific Corporation, Hercules Incorporated, and
Lee M. Thomas (Filed as Exhibit 10.13 to the
Corporation's Annual Report on Form 10-K for the year
ended December 31, 1994, and incorporated herein by
this reference thereto).
10.10(ii) First Addendum to Agreement, effective as of February
1, 1995, among Georgia-Pacific Corporation, Hercules
Incorporated, and Lee M. Thomas (Filed as Exhibit
10.13(ii) to the Corporation's Quarterly Report on Form
10-Q for the quarter ended March 31, 1995, and
incorporated herein by this reference thereto).
11 Statements of Computation of Per Share Earnings.
12 Statements of Computation of Ratio of Earnings to Fixed
Charges.
*Management contract or compensatory plan or arrangement required to be filed
pursuant to Item 14(c) of this Annual Report on Form 10-K.
<PAGE> 17
13 Portions of Georgia-Pacific Corporation's 1995 Annual
Report to Shareholders. Such Report is not deemed to
be filed with the Commission as part of this Annual
Report on Form 10-K, except for the portions thereof
expressly incorporated by reference.
21 Subsidiaries.
23 Consent of Independent Public Accountants.
24 Powers of Attorney.
27 Financial Data Schedule.
99 Parts 2 and 3 of Article 11 of the Georgia Business
Corporation Code (successor to Articles 11 and 11A of
the Georgia Business Corporation Code and Section 14-2-
230 through 14-2-235 and 14-2-235 through 14-2-238 of
the Official Code of Georgia Annotated) (Filed as
Exhibit 28 to the Corporation's Annual Report on Form
10-K for the year ended December 31, 1990, and
incorporated herein by this reference thereto).
(b) Reports on Form 8-K
The Corporation filed Current Reports on Form 8-K dated October 20,
1995, in which it reported under Item 5 - "Other Events," December
8, 1995, in which it reported under Item 5 - "Other Events" and Item
7 - "Financial Statements, Pro Forma Financial Information and
Exhibits," and December 12, 1995, in which it reported under Item 5 -
"Other Events."
<PAGE> 18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
GEORGIA-PACIFIC CORPORATION
(Registrant)
By: /s/ A. D. Correll
--------------------------
(A. D. Correll,
Chairman and Chief
Executive Officer)
Date: March 12, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
----------- ------ -----
As Officers or Directors of GEORGIA-PACIFIC CORPORATION
<S> <C> <C>
/s/ A. D. Correll Director, Chairman March 12, 1996
- --------------------- and Chief
(A. D. Correll) Executive Officer
(Principal Executive
Officer)
/s /John F. McGovern Executive Vice March 12, 1996
- --------------------- President - Finance
(John F. McGovern) and Chief Financial
Officer
(Principal Financial
Officer)
/s/ James E. Terrell Vice President and March 12, 1996
- --------------------- Controller
(James E. Terrell) (Principal Accounting
Officer)
* Director March 12, 1996
- ---------------------
(Robert Carswell)
* Director March 12, 1996
- ---------------------
(Jewel Plummer Cobb)
* Director March 12, 1996
- ---------------------
(Jane Evans)
</TABLE>
<PAGE> 19
<TABLE>
<S> <C> <C>
* Director March 12, 1996
- ---------------------
(Donald V. Fites)
* Director March 12, 1996
- ---------------------
(Harvey C. Fruehauf, Jr.)
* Director March 12, 1996
- ---------------------
(Richard V. Giordano)
* Director March 12, 1996
- ---------------------
(David R. Goode)
* Director March 12, 1996
- ---------------------
(T. Marshall Hahn, Jr.)
* Director March 12, 1996
- ---------------------
(M. Douglas Ivester)
* Director March 12, 1996
- ---------------------
(Francis Jungers)
* Director March 12, 1996
- ---------------------
(Robert E. McNair)
* Director March 12, 1996
- ---------------------
(Louis W. Sullivan)
* Director March 12, 1996
- ---------------------
(James B. Williams)
*By /s/ James F. Kelley
- -----------------------
(James F. Kelley)
</TABLE>
*As Attorney-in-Fact for the Directors or Officers by whose names an asterisk
appears.
<PAGE> 20
Report of Independent Public Accountants as to Schedule
To the Shareholders and the Board of
Directors of Georgia-Pacific Corporation:
We have audited in accordance with generally accepted auditing standards, the
financial statements of Georgia-Pacific Corporation incorporated by reference in
this Form 10-K, and have issued our report thereon dated February 9, 1996. Our
audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. Schedule II is the responsibility of the
Corporation's management and is presented for the purpose of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
/S/ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Atlanta, Georgia
February 9, 1996
<PAGE> 21
GEORGIA-PACIFIC CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994, AND 1993
(Millions)
<TABLE>
<CAPTION>
Balance at Charged to Charged to Balance
beginning costs and Other at end of
Description of period expenses Accounts Deductions period
- ----------- --------- -------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Year ended
December 31,
1995
- -------------
Allowance for
doubtful
accounts $ 28 $ 3 $ 1(2) $ (7)(3) $ 25
----- ----- ----- ----- -----
Year ended
December 31,
1994
- -------------
Allowance for
doubtful
accounts $ 32 $ 3 $ 1(2) $ (8)(3) $ 28
----- ----- ----- ----- -----
Year ended
December 31,
1993
- -------------
Allowance for
doubtful
accounts $ 35 $ 8 $ - $ (11)(1) $ 32
----- ----- ----- ----- -----
</TABLE>
(1)Includes $2 million deducted with the sale of Butler Paper Company assets
and $9 million of accounts written off.
(2)Recoveries of accounts previously written off.
(3)Accounts written off.
<PAGE> 22
GEORGIA-PACIFIC CORPORATION
INDEX TO EXHIBITS
FILED WITH THE ANNUAL REPORT
ON FORM 10-K FOR THE
YEAR ENDED DECEMBER 31, 1995
NUMBER DESCRIPTION
2.1 Asset Purchase Agreement between Domtar Inc. and Georgia-Pacific
Corporation dated November 8, 1995 (Filed as Exhibit 2.1 to the
Corporation's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995, and incorporated herein by this reference
thereto).
2.2 Share Purchase Agreement between Domtar Industries Inc., Domtar Gypsum
Inc., Domtar Inc. and Georgia-Pacific Corporation dated November 8,
1995 (Filed as Exhibit 2.2 to the Corporation's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1995, and incorporated
herein by this reference thereto).
3.1 Articles of Incorporation, restated as of October 30, 1989 (Filed as
Exhibit 3.1 to the Corporation's Annual Report on Form 10-K for the
year ended December 31, 1994, and incorporated herein by this
reference thereto).
3.2 Bylaws as amended to date (Filed as Exhibit 3.2 to the Corporation's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1994,
and incorporated herein by this reference thereto).
4.1(i) Credit Agreement, dated as of June 30, 1993, among Georgia-Pacific
Corporation, as borrower, the lenders named therein, and Bank of
America National Trust and Savings Association, as agent (Filed as
Exhibit 4.1(i) to the Corporation's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993, and incorporated herein by this
reference thereto).
4.1(ii) Amendment No. 1 to Credit Agreement, dated as of November 30, 1994,
among Georgia-Pacific Corporation, the lenders named therein and Bank
of America National Trust and Savings Association, as agent (Filed as
Exhibit 4.1(ii) to the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1994, and incorporated herein by this
reference thereto).
4.2 In reliance upon Item 601(b)(4)(iii) of Regulation S-K, various
instruments defining the rights of holders of long-term debt of the
Corporation are not being filed herewith because the total of
securities authorized under each such instrument does not exceed 10%
of the total assets of the Corporation. The Corporation hereby agrees
to furnish a copy of any such instrument to the Commission upon
request.
<PAGE> 23
4.3 Rights Agreement, dated as of July 31, 1989, between Georgia-Pacific
Corporation and First Chicago Trust Company of New York, with form of
Rights Certificate attached as Exhibit A (Filed as Exhibit 4.3 to the
Corporation's Annual Report on Form 10-K for the year ended December
31, 1994, and incorporated herein by the reference thereto).
4.4(i) Indenture, dated as of March 1, 1983, between Georgia-Pacific
Corporation and The Chase Manhattan Bank (National Association),
Trustee (Filed as Exhibit 4(a) to the Corporation's Registration
Statement on Form S-3 dated May 9, 1990, and incorporated herein by
this reference thereto).
4.4(ii) First Supplemental Indenture, dated as of July 27, 1988, among
Georgia-Pacific Corporation, The Chase Manhattan Bank (National
Association), Trustee, and Morgan Guaranty Trust Company of New York
(Filed as Exhibit 4.4(ii) to the Corporation's Annual Report on Form
10-K for the year ended December 31, 1992, and incorporated herein by
this reference thereto).
10.1 Directors Group Life Insurance Program (Filed as Exhibit 10.1 to the
Corporation's Annual Report on Form 10-K for the year ended December
31, 1993, and incorporated herein by this reference thereto).
10.2(i) Executive Retirement Agreement (Officers Retirement Plan) (Filed as
Exhibit 10.2(i) to the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1991, and incorporated herein by this
reference thereto).
10.2(ii) Amendment No. 1 to Executive Retirement Agreement (Officers Retirement
Plan) (Filed as Exhibit 10.2(ii) to the Corporation's Annual Report on
Form 10-K for the year ended December 31, 1991, and incorporated
herein by this reference thereto).
10.2(iii) Executive Retirement Agreement (Officers Retirement Plan), as amended,
as in effect after January 1, 1992 (Filed as Exhibit 10.2(iii) to the
Corporation's Annual Report on Form 10-K for the year ended December
31, 1992, and incorporated herein by this reference thereto).
10.2(iv) Executive Retirement Agreement of James F. Kelley (entered into
December 6, 1993). (Filed as Exhibit 10.2(v) to the Corporation's
Annual Report on Form 10-K for the year ended December 31, 1994, and
incorporated herein by this reference thereto).
10.3(i) Key Salaried Employees Group Insurance Plan - Pre-1987 Group (As
Amended and Restated Effective January 1, 1987) (Filed as Exhibit
10.3(i) to the Corporation's Annual Report on Form 10-K for the year
ended December 31, 1991, and incorporated herein by this reference
thereto).
<PAGE> 24
10.3(ii) Amendment No. 1 (Effective January 1, 1991) to the Key Salaried
Employees Group Insurance Plan - Pre-1987 Group (As Amended and
Restated Effective January 1, 1987) (Filed as Exhibit 10.3(ii) to the
Corporation's Annual Report on Form 10-K for the year ended December
31, 1991, and incorporated herein by this reference thereto).
10.3(iii) Key Salaried Employees Group Insurance Plan - Post-1986 Group
(Effective January 1, 1987) (Filed as Exhibit 10.3(iii) to the
Corporation's Annual Report on Form 10-K for the year ended December
31, 1991, and incorporated herein by this reference thereto).
10.3(iv) Amendment No. 1 (Effective January 1, 1991) to the Key Salaried
Employees Group Insurance Plan - Post-1986 Group (Effective January 1,
1987) (Filed as Exhibit 10.3(iv) to the Corporation's Annual Report on
Form 10-K for the year ended December 31, 1991, and incorporated
herein by this reference thereto).
10.3(v) Amendment No. 2 to the Key Salaried Employees Group Insurance Plan -
Post-1986 Group (effective January 1, 1987) (Filed as Exhibit 10.3(v)
to the Corporation's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1993, and incorporated herein by this reference
thereto).
10.3(vi) Amendment No. 3 to the Key Salaried Employees Group Insurance Plan -
Post-1986 Group (effective August 1, 1994) (Filed as Exhibit 10.3(vi)
to the Corporation's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994, and incorporated herein by this reference
thereto).
10.4 Directors Retirement Program (Filed as Exhibit 10.4 to the
Corporation's Annual Report on Form 10-K for the year ended December
31, 1991, and incorporated herein by this reference thereto).
10.5(i) 1990 Long-Term Incentive Plan (Filed as Exhibit 10.8 to the
Corporation's Annual Report on Form 10-K for the year ended December
31, 1990, and incorporated herein by this reference thereto).
10.5(ii) Amendment No. 1 to 1990 Long-Term Incentive Plan (Filed as Exhibit
10.8(ii) to the Corporation's Annual Report on Form 10-K for the year
ended December 31, 1991, and incorporated herein by this reference
thereto).
10.6 1994 Management Incentive Plan (Filed as Exhibit 10.11 to the
Corporation's Annual Report on Form 10-K for the year ended December
31, 1993, and incorporated herein by this reference thereto).
10.7 1995 Economic Value Incentive Plan (Filed as Exhibit 10.10 to the
Corporation's Annual Report on Form 10-K for the year ended December
31, 1994, and incorporated herein by this reference thereto).
10.8(i) 1995 Shareholder Value Incentive Plan (Filed as Exhibit 10.11(i) to
the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1994 and incorporated therein by this reference thereto).
<PAGE> 25
10.8(ii) Amendment No. 1 to 1995 Shareholder Value Incentive Plan. (1)
10.8(iii) Form of Shareholder Value Incentive Stock Option (Filed as Exhibit
10.11(ii) to the Corporation's Annual Report Form 10-K for the year
ended December 31, 1994, and incorporated herein by this reference
thereto).
10.9(i) Outside Directors Stock Plan, adopted March 17, 1995 (Filed as Exhibit
10.12 to the Corporation's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995, and incorporated herein by this
reference thereto).
10.9(ii) Receivables Purchase Agreement dated as of June 1, 1990, among
Georgia-Pacific Corporation, as the Seller, and Asset Securitization
Cooperative Corporation, Corporate Asset Funding Company, Inc., Falcon
Asset Securitization Corporation and Matterhorn Capital Corporation,
as the Purchasers, and Canadian Imperial Bank of Commerce, as the
Administrative Agent (Filed as Exhibit 10.17(i) to the Corporation's
Annual Report on Form 10-K for the year ended December 31, 1990, and
incorporated herein by this reference thereto).
10.9(iii) Receivables Purchase Agreement dated as of June 1, 1990, among
Georgia-Pacific Corporation, as the Seller, and Canadian Imperial Bank
of Commerce, Citibank, N.A. and The First National Bank of Chicago, as
the Secondary Purchasers, and Matterhorn Capital Corporation and
Canadian Imperial Bank of Commerce, as the Administrative Agent (Filed
as Exhibit 10.17(ii) to the Corporation's Annual Report on Form 10-K
for the year ended December 31, 1990, and incorporated herein by this
reference thereto).
10.10(i) Agreement, effective as of March 15, 1993, among Georgia-Pacific
Corporation, Hercules Incorporated, and Lee M. Thomas (Filed as
Exhibit 10.13 to the Corporation's Annual Report on Form 10-K for the
year ended December 31, 1994, and incorporated herein by this
reference thereto).
10.10(ii) First Addendum to Agreement, effective as of February 1, 1995, among
Georgia-Pacific Corporation, Hercules Incorporated, and Lee M. Thomas
(Filed as Exhibit 10.13(ii) to the Corporation's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1995, and incorporated
herein by this reference thereto).
11 Statements of Computation of Per Share Earnings. (1)
12 Statements of Computation of Ratio of Earnings to Fixed
Charges. (1)
13 Portions of Georgia-Pacific Corporation's 1995 Annual Report to
Shareholders. Such Report is not deemed to be filed with the
Commission as part of this Annual Report on Form 10-K, except for the
portions thereof expressly incorporated by reference.(1)
21 Subsidiaries. (1)
(1) Filed via EDGAR
<PAGE> 26
23 Consent of Independent Public Accountants. (1)
24 Powers of Attorney. (1)
27 Financial Data Schedule. (1)
99 Parts 2 and 3 of Article 11 of the Georgia Business Corporation Code
(successor to Articles 11 and 11A of the Georgia Business Corporation
Code and Section 14-2-230 through 14-2-235 and 14-2-235 through 14-2-
238 of the Official Code of Georgia Annotated) (Filed as Exhibit 28 to
the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1990, and incorporated herein by this reference thereto).
(1) Filed via EDGAR
<PAGE> 1
EXHIBIT 10.8(ii)
AMENDMENT NO. 1
TO THE
GEORGIA-PACIFIC CORPORATION
1995 SHAREHOLDER VALUE INCENTIVE PLAN
WHEREAS, the Board of Directors (the "Board") of Georgia-Pacific
Corporation (the "Corporation") adopted the Georgia-Pacific Corporation 1995
Shareholder Value Incentive Plan (the "SVIP") effective April 1, 1995, and the
SVIP was thereafter approved by the shareholders of the Corporation;
WHEREAS, pursuant to Section 5.1 of the SVIP, the Board has retained the
authority to amend the SVIP from time to time, subject to certain limitations;
and
WHEREAS, the Board deems it desirable to amend the SVIP to permit grants
under the SVIP during the first quarter of any calendar year;
NOW, THEREFORE, the Board hereby amends the SVIP as follows effective
January 1, 1996:
The second full sentence of Section 2.1 of the SVIP is amended by deleting
the proviso at the end thereof, so that as modified, the sentence reads as
follows:
"Prior to each Grant Date following the Effective Date, the
Committee, in its sole discretion, shall designate the
Employees who shall become Participants in this Plan at each
such Grant Date."
Except as modified in this Amendment, the SVIP, as in effect from April 1,
1995, shall remain in full force and effect.
<PAGE> 1
EXHIBIT 11
GEORGIA-PACIFIC CORPORATION AND SUBSIDIARIES
STATEMENTS OF COMPUTATION OF PER SHARE EARNINGS (Unaudited)
(Millions, except per share amounts)
<TABLE>
<CAPTION>
For the year ended December 31,
--------------------------------
1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
Income (Loss)
- -------------
Income (loss) before extraordinary
item and accounting change $ 1,018 $ 326 $ (18)
Extraordinary item, net of taxes - (11) (16)
Cumulative effect of accounting
change, net of taxes - (5) -
-------- -------- --------
Net income (loss) $ 1,018 $ 310 $ (34)
======== ======== ========
Weighted Average Shares
- -----------------------
Common shares outstanding, net of
restricted stock 90.2 89.1 87.7
Add - shares assumed to be issued
under long-term incentive
(restricted stock), stock
option and stock purchase
plans at the average market price .9 .6 -
-------- -------- --------
Primary shares 91.1 89.7 87.7
-------- -------- --------
Add - additional shares assumed to be
issued under long-term incentive
(restricted stock), stock option
and stock purchase plans at the
quarter-end market price (if
higher than average market price) - .1 1.4
-------- -------- --------
Fully diluted shares 91.1 89.8 89.1
======== ======== ========
Income (Loss) Per Share - Primary
and Fully Diluted
- ---------------------------------
Income (loss) before extraordinary
item and accounting change $ 11.18 $ 3.63 $ (.20)
Extraordinary item, net of taxes - (.12) (.18)
Cumulative effect of accounting
change, net of taxes - (.06) -
-------- -------- --------
Net income (loss) $ 11.18 $ 3.45 $ (.38)
======== ======== ========
</TABLE>
A single presentation of income (loss) per share is made on the Statements
of Income because the effects of assuming issuance of common shares under
long-term incentive (restrictive stock), stock option and stock purchase plans
are either antidilutive or insignificant.
EXHIBIT 12
GEORGIA-PACIFIC CORPORATION AND SUBSIDIARIES
STATEMENTS OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Unaudited)
(Dollar amounts in millions)
<TABLE>
<CAPTION>
For the year ended December 31,
--------------------------------
1995 1994 1993
-------- -------- ------
<S> <C> <C> <C>
Fixed charges:
Total interest costs $ 434 $ 460 $ 516
One-third of rent expense 21 17 18
-------- -------- ------
Total fixed charges 455 477 534
-------- -------- ------
Add (deduct):
Income before income taxes, extraordinary
item and accounting change 1,697 572 23
Interest capitalized, net of amortization (18) 11 17
-------- -------- ------
1,679 583 40
-------- -------- ------
Earnings for fixed charges $ 2,134 $ 1,060 $ 574
======== ======== ======
Ratio of earnings to fixed charges 4.69x 2.22x 1.07x
======== ======== ======
</TABLE>
EXHIBIT 13
HIGHLIGHTS
Georgia-Pacific Corporation and Subsidiaries
<TABLE>
<CAPTION>
(Dollar amounts, except per share,
and shares are in millions) 1995 1994
- -------------------------------------------------------------------
<S> <C> <C>
Net sales $14,292 $12,738
Income before extraordinary item and
cumulative effect of accounting
change 1,018 326
Income per share before extraordinary
item and cumulative effect
of accounting change 11.29 3.66
Cash provided by operations* 1,660 842
Capital expenditures 1,339 894
Cash dividends paid 173 145
Total assets at year end 12,335 10,864
Total debt at year end** 5,591 5,721
Total debt to capital at year end,
book basis 49.3% 56.0%
Total debt to capital at year end,
market basis 47.2% 46.9%
- -------------------------------------------------------------------
Cash dividends paid per share of
common stock $ 1.90 $ 1.60
Market price per share of common
stock at year end $ 68.63 $ 71.50
Shares of common stock outstanding
at year end 91.3 90.5
- -------------------------------------------------------------------
</TABLE>
* Excludes the accounts receivable sale program.
** Includes the proceeds from the accounts receivable sale program under the
assumption that at the end of the program the proceeds will be replaced by
debt.
BUILDING PRODUCTS
Georgia-Pacific is the leading manufacturer and distributor of building
products in the United States. The Corporation produces plywood, oriented
strand board and other wood panels, lumber, gypsum wallboard, chemicals and
other products at 140 facilities in the United States and one in Canada.
Exports for this segment in 1995 were $188 million. Our largest export
markets are in the Caribbean and Europe. We also have building products sales
offices in the United Kingdom, the Netherlands and Japan.
Our building products business is affected primarily by the level of housing
starts; the level of repairs, remodeling and additions; industrial markets;
commercial building activity; the availability and cost of financing; and
changes in industry capacity.
Although building products sales remained strong in 1995, profit margins
were squeezed by year-over-year double-digit increases in wood fiber costs.
Prices for pine sawtimber used for plywood increased 13 percent, while prices
for pine chip-n-saw used for lumber increased 10 percent. An overall slowdown in
the economy, a decline in housing starts and increased availability of Canadian
lumber imports also reduced our profits.
Our building products plants are extensively involved in many continuous
improvement initiatives. For instance, increased automation in our plywood
plants is improving product quality, increasing efficiency, reducing costs and
allowing us to further penetrate the growing industrial, export and do-it-
yourself markets. In the softwood lumber division, where fiber costs account for
more than 60 percent of finished Southern pine lumber, we continue to upgrade
our electronic scanning equipment to optimize the yields from each log. In 1995
alone, we achieved a 2 percent fiber recovery improvement. In addition, our
particleboard and medium-density fiberboard operations have been focusing on
increasing product quality and reducing unit costs simultaneously by reducing
process variation. Measuring against 1994, these efforts produced a 2 percent
reduction in waste, a 13 percent improvement in product quality and a 1 percent
improvement in wood and resin usage rate.
DISTRIBUTION. Georgia-Pacific is the leading wholesaler of building products
in the U.S. The Distribution Division continued initiatives to change its
organizational, logistical and information systems to improve customer service,
grow the business and reduce costs. When fully implemented in late 1996, the
Division's integrated network will link sales centers, triads (large urban
distribution centers), bulk distribution centers and field service
representatives.
To supplement Georgia-Pacific's production and to offer customers a broader
line of building products, we also purchase products from other manufacturers.
In 1995, these purchases totaled $2.7 billion.
WOOD PANELS. The largest producer of structural wood panels in the United
States, Georgia-Pacific accounts for about 20 percent of domestic capacity. Our
16 softwood plywood plants and five oriented strand board plants can produce 6.7
billion square feet of panels annually. We devote approximately 60 percent of
our plywood production to specialty applications such as decorative siding,
sanded plywood and concrete forms.
Oriented strand board (OSB) is a non-veneered structural panel made from
strands of wood arranged in layers and bonded with resin. OSB serves many of the
same uses as plywood, including roof decking, sidewall sheathing and floor
underlayment.
Georgia-Pacific is also a major producer of manufactured board products for
many industrial and construction applications. Twenty-two mills manufacture
hardboard, particleboard, panelboard, softboard and medium-density fiberboard
from logs, sawdust, shavings and chips. Applications for manufactured board
include furniture, cabinets, housing, fixtures and other industrial products.
Capital investment in the building products segment during 1995 included
approximately $110 million for the construction of two oriented strand board
plants in Virginia and West Virginia, and the construction of a medium-density
fiberboard plant in Canada. These projects have a total expected cost of
approximately $250 million. The West Virginia project was completed in 1995 and
the remaining two projects will be completed during 1996.
Although 1995 average structural panel prices were slightly higher than 1994
prices, profit margins for this business were lower as a result of higher wood
costs.
LUMBER. The second-largest lumber producer in the United States, the
Corporation annually manufactures about 2.4 billion board feet -- approximately
5 percent of domestic lumber production. Most of our 40 lumber mills are located
in the South. Products include Southern pine, a variety of Appalachian and
Southern hardwoods, cypress, redwood, cedar, spruce, Western pine, Douglas fir
and pressure-treated Southern pine.
Demand for the Corporation's engineered lumber products has increased
rapidly in recent years, primarily as a result of the reduced availability and
higher prices of conventional wide-dimension lumber. Laminated veneer lumber
(LVL) and wood I-joists -- made from veneer, oriented strand board and sawn
lumber -- can be designed to meet the precise performance requirements of
roofing and flooring systems.
Average lumber prices in 1995 were approximately 13 percent below 1994
averages which, combined with higher wood costs, resulted in a significant
decline in profit margins for this business.
GYPSUM PRODUCTS. Georgia-Pacific's 10 gypsum board plants have an annual
capacity of 3.3 billion square feet, making G-P the third-largest producer of
gypsum products in the U.S. Gypsum products include wallboard, fire-door cores,
industrial plaster and joint compound. The Corporation owns gypsum reserves of
approximately 118 million recoverable tons, an estimated 46-year supply at
current production rates.
During 1995 the Corporation reached definitive agreements with Domtar Inc.
to purchase Domtar's gypsum business, which has a total annual capacity of 4.1
billion square feet in North America. The acquisition is subject to all
customary antitrust approvals and is targeted for completion in the spring of
1996.
CHEMICALS. Georgia-Pacific is the forest products industry's leading supplier
of resins, adhesives and specialty chemicals, shipping more than 3.4 billion
pounds of thermosetting resins and pulp and paper chemicals annually from its 18
resin plants to company mills and outside customers. The Corporation also
produces chemicals for use in many other industries. During the fourth quarter
of 1995, two U.S. resin facilities were purchased from Dyno Industrier, A.S.
FOREST RESOURCES. Georgia-Pacific owns or has cutting rights on more than 6
million acres of timber and timberlands in the United States and Canada.
Approximately 70 percent of company timber is in the South, 20 percent in the
East and 10 percent in the West. Timber holdings include pines and hardwoods in
the South and Southeast; Douglas fir, hemlock and other species in the Pacific
Northwest; redwood, Douglas fir, true firs and Western pines in Northern
California; and numerous species of hardwoods and softwoods in Maine, West
Virginia and Wisconsin. These timberlands and other timber controlled through
long-term contracts supply a significant part of Georgia-Pacific's wood fiber
requirements.
PULP AND PAPER
Georgia-Pacific produces containerboard and packaging, communication
papers, market pulp and packaged products at 83 facilities in the United
States and one in Canada. The Corporation's combined 8.9 million tons of
pulp, paper and paperboard capacity represent approximately 8 percent of
the United States' total annual capacity. Exports for the pulp and paper
segment in 1995 were $1.2 billion, consisting primarily of market pulp and
containerboard.
Markets for Georgia-Pacific's pulp and paper products are affected primarily
by changes in industry capacity, the level of economic growth in U.S. and export
markets, and fluctuations in currency exchange rates.
Prices for Georgia-Pacific's pulp and paper products reached peak levels
during 1995. Toward the end of the year, however, both prices and demand
declined significantly. Inventory volume in this segment grew by approximately
65 percent year-over-year, despite the fact that during the fourth quarter of
1995 the Corporation reduced production by 200,000 tons by taking downtime at
its mills.
High customer and producer inventories, in addition to slow economic growth
and rising industry capacity, resulted in declining order volumes and
significant price pressure in the fourth quarter. Furthermore, the Corporation
believes that there will be significant weakness in demand and lower prices for
at least the first half of 1996 compared with 1995.
Year-end 1995 marked the successful completion of our two-year real
productivity initiative in the pulp and paper segment. The program began by
evaluating each step in the production process and identifying opportunities for
efficiency gains and waste reduction. We excluded uncontrollable variables, such
as price changes and cost inflation, in our effort to measure the "real"
gains. The 1994 gain was 6 percent and the 1995 gain was 4 percent. These
efforts have resulted in sustainable improvements in the way we operate our
assets. Furthermore, in 1996 we implemented a new, three-year mill improvements
plan which is based on the Economic Value Added (EVA(R)) principles being used
by the entire Corporation.
CONTAINERBOARD AND PACKAGING. Georgia-Pacific produces containerboard,
corrugated containers and packaging, bleached paperboard and kraft paper. The
Corporation is the second-largest producer of containerboard in the United
States. Annual capacity at Georgia-Pacific's four containerboard mills totals 3
million tons, representing approximately 10 percent of U.S. capacity. Georgia-
Pacific is the largest U.S. supplier of containerboard to independent
converters. Approximately 70 percent of its containerboard production is used by
the Corporation's corrugated packaging plants. Georgia-Pacific sells the
remainder to independent converters in the United States, Central America and
the Far East. During 1995, the Corporation exported 298,000 tons of
containerboard.
In addition to standard corrugated containers, our packaging plants
manufacture many specialty packaging products. These include double- and triple-
wall boxes, bulk bins, water-resistant packaging, and high-finish and preprinted
packaging for point-of-sale displays. Georgia-Pacific's Technology and
Development Center, located in Norcross, Georgia, uses the latest technology to
design and test packaging for our customers.
Georgia-Pacific can produce 400,000 tons of bleached paperboard each year
for use in frozen food containers, food service items and other products. The
Corporation annually produces and sells to independent converters over 300,000
tons of kraft paper, primarily for specialty kraft and multiwall bags.
Capital investment in 1995 included approximately $160 million for
improvements at the Corporation's Toledo, Oregon, and Big Island, Virginia,
containerboard mills. These improvements have a total cost of approximately $240
million, are expected to be completed in mid-1996 and will result in increased
production, higher product quality and lower per unit production costs.
Average prices in 1995 for Georgia-Pacific's containerboard products were
approximately 45 percent higher than 1994 averages. The actual net prices peaked
in the second quarter of 1995 but then declined over 15 percent by year end.
Increasing inventories, a slowing economy and capacity additions put pressure on
prices and volumes during the second half of the year.
COMMUNICATION PAPERS. The Corporation is the second-largest producer of
communication papers in the United States. Also known as uncoated free-sheet,
communication papers are used in office reprographics and commercial printing,
business forms, stationery, tablets, envelopes and checks. Georgia-Pacific's
seven uncoated free-sheet paper mills have a combined annual capacity of 2.2
million tons, approximately 16 percent of U.S. capacity.
Prices for communication papers continued their recovery throughout the
third quarter of 1995 to record levels. Average prices in 1995 were
approximately 50 percent higher than 1994 averages. Driven largely by high
customer inventories, however, prices were down nearly 10 percent below their
peak levels by the end of the year.
MARKET PULP. As the world's second-largest market pulp producer, Georgia-
Pacific owns six mills with a combined annual capacity of 2.1 million tons,
approximately 18 percent of domestic capacity. The Corporation produces Southern
softwood, Southern hardwood and Northern hardwood pulps for use in the
manufacture of many paper grades. Georgia-Pacific also is a major supplier of
fluff pulp and other specialty pulps. Fluff pulp is used primarily in the
manufacture of disposable diapers and other sanitary items. Demand continues to
grow for these products, particularly in developing countries.
Georgia-Pacific exports approximately 65 percent of its market pulp,
primarily to Europe, Asia and Latin America.
Market pulp prices increased rapidly throughout the first three quarters and
early in the fourth quarter of 1995. Average prices for Georgia-Pacific's pulp
were approximately 70 percent higher in 1995 than in 1994. But waning demand and
rising worldwide inventories put pressure on volumes and forced prices down
nearly 10 percent from their peak levels by year end.
TISSUE. Georgia-Pacific ranks fifth among U.S. producers of packaged products
(including bath tissue, paper towels and napkins), with approximately 9 percent
of the industry's capacity. Five mills annually manufacture approximately
600,000 tons of tissue. The Corporation sells most of its consumer products
under the brand names Angel Soft,(R) Sparkle,(R) Coronet,(R) MD(R) and Delta(R)
through major retailers of food and general merchandise. Georgia-Pacific also
produces commercial tissue products for industrial, food service, office, hotel
and hospital markets.
Demand for tissue products tends to be relatively stable through economic
cycles. Competition in the industry is intense. However, unlike Georgia-
Pacific's other major pulp and paper grades, prices for tissue continued to
increase throughout 1995.
ENVIRONMENT
Good environmental stewardship is critical to ensuring that Georgia-Pacific
remains a strong, profitable company. For this reason, the Corporation has
placed an emphasis on protecting the environment while at the same time using
our natural resources responsibly to make the paper and building products on
which our nation and our world depend.
Georgia-Pacific continues to demonstrate leadership in this area through its
actions and accomplishments. The Corporation's environmental policy is set at
the highest management levels. Georgia-Pacific's Environmental Policy Committee
regularly reports to the board of directors on environmental issues that affect
the Corporation.
In addition, Georgia-Pacific has adopted a comprehensive set of principles
to guide the Company's performance in protecting the environment. These
principles cover four main areas -- management focus, conservation and
sustainable use of resources, protection of health and the environment, and
community awareness. They commit Georgia-Pacific operations to a steady, long-
term course of environmental protection and improvement.
To support these principles, Georgia-Pacific has set specific, measurable
goals covering every facet of the Corporation's operations. These goals have
designated timetables for completion.
At Georgia-Pacific, management focus on the environment means environmental
stewardship is everyone's job. To ensure compliance with company policies and
government laws and regulations, environmental audits are performed regularly at
all facilities and forestry operations. Each business unit must have a strategic
environmental plan and participate in environmental training.
Georgia-Pacific's principles supporting conservation and sustainable use of
resources cover such key concerns as sustainable forest management, conservation
of natural resources and energy efficiency. In each of these categories, the
Corporation is taking the necessary steps to make its operations consistent with
the values of sustainable use.
Implementation of companywide initiatives to expand and support pollution
prevention reflects this forward-looking commitment. Georgia-Pacific's efforts
in this area focus on reducing environmental impacts through source reduction;
improving processes and products; and increasing reuse, recovery and recycling.
To date, Georgia-Pacific has identified approximately $140 million in
savings from pollution prevention projects -- more than 1 percent of the
Corporation's operating costs.
As the manager of more than 6 million acres of forestlands in North America,
Georgia-Pacific continues to play a major leadership role in the practice of
sustainable forestry. In 1995, for example, the Corporation began implementing a
comprehensive 11-point Forest Resources Environmental Strategy that reflects
Georgia-Pacific's commitment to protecting the broad resource values associated
with its forests.
Georgia-Pacific's environmental principles also include protection of health
and the environment. This affirms the Corporation's commitment to maintaining
clean and safe operations; protecting employee safety and health; pursuing waste
reduction; and encouraging scientific and technological innovation.
A fourth focus of the principles is promoting community awareness. These
principles ensure that community involvement, response to public concerns and
voluntary disclosure -- including regular environmental progress reports -- are
fixtures at Georgia-Pacific.
At the end of 1996, the Corporation will publish its second Environmental
and Safety Report to update Georgia-Pacific's progress in meeting its
established environmental and safety goals.
One of the goals accomplished in 1995 was the implementation of an
environmental excellence awards program. This program recognizes the
Corporation's best environmental leadership efforts in the areas of
environmental stewardship, pollution prevention, community service, and
scientific research and technological innovation. In addition, the Chairman's
Award for Environmental Excellence is presented to the facility that exemplifies
overall environmental excellence. In 1995, 27 finalists and six winners were
selected from a field of more than 150 entries.
Ultimately, Georgia-Pacific's long-range effort to pursue environmental
leadership should result in increased manufacturing efficiencies, reduced
operating costs and fewer penalties. By linking actions and accomplishments to
realistic environmental goals, Georgia-Pacific believes it can effectively add
value for the shareholder.
For a copy of Georgia-Pacific's 1996 Environmental and Safety Report, which
will be available in the fourth quarter, please write to: Corporate
Communications, Dept. GS, P.O. Box 105605, Atlanta, GA 30348.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Georgia-Pacific Corporation and Subsidiaries
1995 COMPARED WITH 1994
The Corporation reported consolidated net sales of $14.3 billion in 1995
compared with $12.7 billion in 1994. Net income in 1995 was $1,018 million, a
significant increase from $310 million in 1994 which included a $33 million (37
cents per share) net after-tax gain primarily from asset sales, an $11 million
(12 cents per share) after-tax extraordinary loss from the early retirement of
debt and a $5 million (6 cents per share) one-time after-tax charge for an
accounting change.
The Corporation's building products segment reported net sales of $7.3
billion and operating profits of $669 million in 1995. Net sales and operating
profits in 1994 were $7.6 billion and $989 million, respectively. Return on
sales decreased to 9.2% in 1995 from 13.1% in 1994. Average lumber prices in
1995 were approximately 13 percent below 1994 averages which, combined with
higher wood costs, resulted in a significant decline in profit margins for this
business. Although average structural panels prices were slightly higher than
1994 average prices, margins for this business were also lower as a result of
higher wood costs.
Several factors impacted the building products business, including an
overall slowdown in the economy, a decline in housing starts and an increase in
the availability of lower-priced Canadian lumber. In addition, demand for
building products was weaker in 1995 as evidenced by a decline in shipments for
the Corporation's structural panels and lumber businesses both during the second
half of 1995 and for fiscal year 1995 compared with 1994. The Corporation
expects an extended period of lower prices in its lumber and structural panels
busineses.
SELECTED INDUSTRY SEGMENT DATA
<TABLE>
<CAPTION>
Year ended December 31
------------------------------
(Millions) 1995 1994 1993
- -------------------------------------------------------------
<S> <C> <C> <C>
Net sales
Building products $ 7,299 $ 7,561 $ 7,067
Pulp and paper 6,943 5,138 5,188
Other operations 50 39 32
- -------------------------------------------------------------
Total net sales $14,292 $12,738 $ 12,287
=============================================================
Operating profits
Building products $ 669 $ 989 $ 973
Pulp and paper 1,611 171 (187)
Other operations 10 10 10
Other income (loss) - 57 (26)
- -------------------------------------------------------------
Total operating profits 2,290 1,227 770
General corporate expense (161) (169) (205)
Interest expense (395) (453) (513)
Cost of accounts receivable
sale program (37) (33) (29)
Provision for income taxes (679) (246) (41)
- -------------------------------------------------------------
Income (loss) before
extraordinary item and
accounting change 1,018 326 (18)
Extraordinary item,
net of taxes - (11) (16)
Cumulative effect of
accounting change,
net of taxes - (5) -
- -------------------------------------------------------------
Net income (loss) $ 1,018 $ 310 $ (34)
=============================================================
Per share:
Income (loss) before
extraordinary item and
accounting change $ 11.29 $ 3.66 $ (.21)
Extraordinary item,
net of taxes - (.12) (.18)
Cumulative effect of
accounting change,
net of taxes - (.06) -
- -------------------------------------------------------------
Net income (loss) $ 11.29 $ 3.48 $ (.39)
=============================================================
</TABLE>
Finally, profits for the Corporation's distribution business were lower than
1994, primarily because of costs associated with initiatives to change and
improve certain administrative and logistical processes in this business. The
Corporation incurred expenses of approximately $70 million for these
improvements during 1995, of which $17 million was accrued at December 31, 1995.
These expenses accounted for much of the increase in selling, general and
administrative expenses in 1995 compared with 1994. The Corporation currently
expects to incur additional expenses of approximately $35 million in 1996. The
timing of the recognition of these expenses is dependent on future events, and
accordingly could be material to the Corporation's building products segment
results in any given quarter, but are not expected to be material to the
Corporation's consolidated financial results in any given quarter. Capital
expenditures for this project are primarily related to the acquisition and
construction of new facilities and systems and are projected to be approximately
$400 million, excluding proceeds from facility sales. Approximately $145
million of that amount has already been invested.
The Corporation's pulp and paper segment reported an increase in net sales
to $6.9 billion in 1995 from $5.1 billion in 1994. Operating profits also
increased to $1.6 billion in 1995 compared with $171 million in 1994. Return
on sales in 1995 was 23.2 %, up significantly from 3.3 % in 1994, primarily as a
result of much higher prices for most of the Corporation's pulp and paper
products. Average pulp prices in 1995 were approximately 70 percent higher than
1994 averages; average containerboard prices were approximately 45 percent
higher than year ago levels; and average communication papers prices were
approximately 50 percent higher than 1994 averages.
The Corporation experienced a significant decline towards the end of 1995 in
both demand and prices for many of its pulp and paper products. Although year-
to-year comparisons showed higher average prices in 1995, prices for
containerboard finished 1995 at their lowest level for the year. In addition,
prices for market pulp and communication papers began to fall during the fourth
quarter. Shipment volume also declined for these products during the second
half of the year. The Corporation believes that there will be significant
weaknesses in demand and lower prices for most of its pulp and paper products
for at least the first half of 1996 compared with 1995.
Inventory volume grew in 1995 by approximately 65 percent, primarily in the
areas of market pulp, containerboard and communication papers. The Corporation
reduced production by 200,000 tons by taking downtime at its mills in the fourth
quarter of 1995 and expects to take more downtime in 1996 to reduce inventory.
In 1994, the Corporation recognized a net pretax gain of approximately $57
million ($33 million after taxes) primarily from the sale of five roofing plants
and its envelope manufacturing business.
The Corporation's interest expense and cost of accounts receivable sale
program were a combined $432 million in 1995 compared with $486 million in 1994.
The 11.1 percent decrease in expense is primarily attributable to an increase in
capitalized interest in 1995 compared with 1994. In addition, debt levels were
lower in 1995 compared with 1994 and $450 million in interest rate exchange
agreements expired in 1995 which had effectively fixed the rates on a portion of
the Corporation's variable rate debt at levels above current interest rates.
The Corporation reported income before income taxes of $1,697 million and a
tax provision of $679 million for the year ended December 31, 1995 compared with
pretax income before extraordinary item, accounting change and asset sales of
$515 million and an income tax provision of $222 million for the year ended
December 31, 1994. The effective tax rate used to calculate the provision for
income taxes for both years was higher than the statutory rates used to
calculate federal and state income taxes primarily because of nondeductible
goodwill amortization expense associated with past business acquisitions.
LIQUIDITY AND CAPITAL RESOURCES
OPERATING ACTIVITIES. The Corporation generated cash from operations of $1,660
million during 1995 which excludes $350 million used to reduce the accounts
receivable sale program. The Corporation's cash provided by operations in 1994
was $842 million. Cash provided by operations increased in 1995 compared with
1994 primarily due to higher average prices for most of the Corporation's pulp
and paper products.
INVESTING ACTIVITIES. Capital expenditures during 1995 were $1.3 billion which
included $599 million in the pulp and paper segment, $582 million in the
building products segment, $80 million for timber and timberlands and $78
million of other. Capital expenditures in 1994 were $894 million. During 1996,
the Corporation expects to invest approximately $1.0 billion, including
approximately $685 million for projects started prior to 1996. In addition, the
Corporation announced in November 1995 that it had reached definitive agreements
with Domtar Inc. to purchase Domtar's gypsum wallboard business for $350 million
in cash. Domtar's gypsum business includes nine U.S. and four Canadian
wallboard manufacturing plants, three joint compound plants, an industrial
plaster plant and a gypsum paperboard plant. The acquisition is subject to all
customary antitrust and regulatory approvals and is expected to be completed
during the first quarter of 1996.
Capital expenditures in the pulp and paper segment included approximately
$160 million for improvements at the Corporation's Toledo, Oregon, and Big
Island, Virginia, containerboard mills which are expected to be completed in
mid-1996. These improvements have a total expected cost of approximately $240
million and will result in increased production, higher product quality and
lower per unit production costs.
Capital expenditures in the building products segment included approximately
$110 million for the construction of two oriented strand board plants in
Virginia and West Virginia, and the construction of a medium-density-fiberboard
plant in Canada. These projects have a total expected cost of approximately
$250 million. The West Virginia project was completed in 1995 and the remaining
two projects will be completed during 1996.
During 1995, the Corporation invested $125 million for pollution control and
abatement. The Corporation's 1996 capital expenditure budget currently includes
approximately $170 million for environmental-related projects. Certain other
capital projects which are being undertaken for the primary reasons of improving
financial returns or safety will also include expenditures for pollution
control.
The Corporation expects to increase its environmental capital expenditures
over the next several years to conform its operations to increasingly stringent
standards for compliance with air, water and solid and hazardous waste
regulations. In December 1993, the Environmental Protection Agency (EPA)
proposed regulations known as the "Cluster Rule" to implement portions of the
Clean Air Act of 1990 and the Clean Water Act applicable to pulp and paper
facilities. The Corporation is evaluating the potential impact of such proposed
regulations and the possible changes to the Corporation's capital expenditures
over the next several years. Based on preliminary estimates, the Corporation
could be required to invest up to $425 million during the 1996-1999 period to
comply with the regulations if they are issued as anticipated. The ultimate
financial impact of the regulations cannot be predicted with any reasonable
certainty at this time and will depend on several factors, including possible
changes in the proposed regulations and new developments in control process
technology. There is also a possibility that the implementation deadline of
1999 in the proposed regulations will be extended for portions of the
requirements. The final rules are currently expected to be promulgated in 1996.
FINANCING ACTIVITIES. During 1995, the Corporation restructured some of its
short-term borrowings to extend the maturity of the debt portfolio. At December
31, 1995, the Corporation's total debt was $5.6 billion which included $350
million for the accounts receivable sale program. Total debt decreased from
$5.7 billion at December 31, 1994 in the following areas: $547 million in
commercial paper and short-term notes; $350 million in the accounts receivable
sale program; and $11 million in bank overdrafts. The decreases were offset by
an increase in long-term debt of $778 million.
During 1995, the Corporation issued $750 million of Debentures and $247
million of Industrial Revenue Bonds.
At December 31, 1995, the Corporation had outstanding borrowings of
approximately $628 million under certain Industrial Revenue Bonds, approximately
$247 million of which were entered into during 1995 at variable interest rates.
Approximately $110 million from the issuance of these bonds is being held by
trustees and is restricted for the construction of certain capital projects.
Amounts held by trustees are classified as noncurrent assets in the accompanying
balance sheet.
During 1995, the Corporation redeemed approximately $203 million of its
outstanding debt. The after-tax loss on this redemption was less tha $1
million. During 1994, the Corporation prepaid approximately $221 million in
principal of its outstanding debt, resulting in an after-tax extraordinary loss
of $11 million (12 cents per share).
In September 1995, the Corporation sold certain of its assets for $354
million and agreed to lease the assets back from the purchaser over a period of
30 years. Under the agreement with the purchaser, the Corporation will maintain
a deposit (initially in the amount of $322 million) which together with interest
earned is expected to be sufficient to fund the Corporation's lease obligation,
including the repurchase of assets at the end of the term. This transaction is
being accounted for as a financing arrangement. At December 31, 1995, the
Corporation recorded on its balance sheet an asset for the deposit from the sale
of $305 million and a liability for the lease obligation of $346 million, of
each of which approximately $16 million was recorded as a current asset and
a current liability.
The Corporation has a $1.5 billion unsecured revolving credit facility which
is used for direct borrowings and as support for commercial paper and other
short-term borrowings. As of December 31, 1995, $1.2 billion of committed
credit was available in excess of all short-term borrowings outstanding under or
supported by the facility.
At December 31, 1995, the Corporation's weighted average interest rate on
its total debt was 8.0% including the $350 million accounts receivable sale
program and outstanding interest rate exchange agreements. At December 31,
1995, these interest rate exchange agreements effectively converted $496 million
of floating rate obligations with a weighted average interest rate of 5.9% to
fixed rate obligations with an average effective interest rate of approximately
9.0%. These agreements have a weighted average maturity of approximately 3.1
years. As of December 31, 1995, the Corporation's total floating rate debt,
including the accounts receivable sale program, exceeded related interest rate
exchange agreements by $1,061 million. Interest rate exchange agreements of
$450 million expired in 1995.
As of January 31, 1996, the Corporation had registered for sale up to $250
million of debt securities under a shelf registration statement filed with the
Securities and Exchange Commission.
In August 1995, the board of directors authorized management to make
purchases of the Corporation's common stock on the open market or in private
transactions so long as the Corporation's debt, including the accounts
receivable sale program, remained below $5.5 billion. During the year ended
December 31, 1995, the Corporation purchased and retired 618,000 shares of its
common stock at an aggregate price of $47 million on the open market.
In 1996, the Corporation expects its cash flow from operations, together
with proceeds from any asset sales and available financing sources, to be
sufficient to fund planned capital investments, pay dividends and make scheduled
debt payments.
OTHER. In March 1995, the Financial Accounting Standards Board issued
Financial Accounting Standard Number 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," which
establishes accounting standards for the impairment of long-lived assets,
certain identifiable intangibles, and goodwill related to those assets to be
held and used, as well as for long-lived assets and certain identifiable
intangibles to be disposed of. The Corporation will be required to adopt the
new Standard in the 1996 first quarter. Based on a preliminary evaluation of
this Standard's requirements, the Corporation does not expect its effect to be
material to the Corporation's consolidated financial position.
The Corporation employs approximately 47,500 people. The majority are
members of unions. Georgia-Pacific considers its relationship with its
employees to be good. Sixty-one union contracts are subject to negotiation and
renewal in 1996, including three at large paper facilities.
For a discussion of commitments and contingencies, see Note 10 of the Notes
to Financial Statements.
1994 COMPARED WITH 1993
Net sales of $12.7 billion for the year ended December 31, 1994 were 3.7 percent
higher than 1993 net sales. The Corporation reported net income of $310 million
for the year ended December 31, 1994 compared with a net loss of $34 million in
1993. The 1994 results included a $33 million (37 cents per share) net after-
tax gain primarily from the sales of the envelope manufacturing and roofing
businesses, an $11 million (12 cents per share) after-tax extraordinary loss
from the early retirement of debt and a $5 million (6 cents per share) one-time
after-tax charge for an accounting change. The 1993 results included a $16
million (18 cents per share) after-tax extraordinary loss from the early
retirement of debt and a net after-tax gain of $7 million (8 cents per share) on
the sale of the Corporation's paper distribution business.
The building products segment reported an increase in net sales and
operating profits for the year ended December 31, 1994 compared with 1993,
primarily due to higher prices for most building products. Net sales were $7.6
billion in 1994 compared with net sales of $7.1 billion in 1993, an increase of
7.0 percent. Operating profits were $989 million in 1994 compared with profits
of $973 million in 1993. Return on sales decreased to 13.1% in 1994 from 13.8%
in 1993, primarily due to higher wood costs.
Prices for the Corporation's softwood lumber and plywood products averaged
approximately 7 percent and 6 percent higher, respectively, than prices in 1993.
In addition, 1994 prices for oriented strand board and gypsum products were up
over 1993 levels. The price increases were offset by a rise in wood costs
compared with 1993, particularly for plywood and softwood lumber. Wood costs in
both these areas increased approximately 18 percent in 1994 from 1993 levels.
Prices for all of these products ended the year at levels higher than the 1994
averages.
Demand for building products was stronger in 1994 due in part to an improved
economy and an increase in housing starts compared with 1993.
The Corporation's pulp and paper segment reported net sales of $5.1 billion
for the year ended December 31, 1994, a slight decrease from net sales of $5.2
billion for 1993. Excluding the net sales attributable to the Corporation's
paper distribution and envelope manufacturing businesses (sold in 1993 and
1994), net sales increased 14.9 percent to $5.1 billion in 1994 from $4.4
billion in 1993. Pulp and paper segment operating profits of $171 million were
reported for 1994 compared with an operating loss of $187 million for 1993.
The profits for the pulp and paper segment increased significantly in 1994,
primarily as a result of higher prices for most of the Corporation's pulp and
paper products, particularly market pulp, containerboard and communication
papers. Average market pulp prices increased more than $100 per ton compared
with 1993 averages; average containerboard prices increased by more than $50 per
ton compared with 1993 averages; and average communication papers prices were
approximately $15 per ton higher than 1993 averages. Prices for all of these
products ended the year at levels higher than the 1994 averages.
Improved demand in 1994, due in part to stronger growth in U.S. and world
economies, had a positive impact on prices in the pulp and paper segment.
Inventories were lower than 1993 levels for most products, and at the end of
1994 many customers were on allocation.
In 1994, the Corporation recognized a net pretax gain of approximately $57
million ($33 million after taxes) primarily from the sale of five roofing plants
and its envelope manufacturing business. In 1993, the Corporation recognized a
pretax loss of $26 million ($7 million gain after taxes) related to the sale of
its paper distribution business. These amounts are reflected as other income
(loss) in the accompanying statements of income.
General corporate expense decreased 17.6 percent to $169 million in 1994
from $205 million in 1993. The decrease was primarily attributable to
compensation programs tied to the Corporation's common stock price.
The Corporation's interest expense and cost of accounts receivable sale
program were a combined $486 million, a decrease of 10.3 percent compared with
$542 million in 1993. Lower expense in 1994 was primarily the result of the
expiration of $800 million in interest rate exchange agreements which had
effectively fixed the rates on a portion of the Corporation's variable rate
debt.
Excluding asset sales, the Corporation reported pretax income before
extraordinary item and accounting change of $515 million and an income tax
provision of $222 million for the year ended December 31, 1994 compared with
pretax income before extraordinary item of $49 million and an income tax
provision of $74 million for the year ended December 31, 1993. The effective
tax rate used to calculate the provision for income taxes for both periods was
higher than the statutory rates used to calculate federal and state income taxes
primarily because of nondeductible goodwill amortization expense associated with
past business acquisitions.
Effective January 1, 1994, the Corporation adopted Financial Accounting
Standard Number 112 (FAS 112), "Employers' Accounting for Postemployment
Benefits." FAS 112 requires accrual-basis recognition of benefits provided by
an employer to former or inactive employees after employment but before
retirement. The adoption of FAS 112 resulted in a one-time, after-tax charge of
$5 million (6 cents per share) in the 1994 first quarter.
STATEMENTS OF INCOME
Georgia-Pacific Corporation and Subsidiaries
<TABLE>
<CAPTION>
Year ended December 31
---------------------------
(Millions, except per
share amounts) 1995 1994 1993
- ---------------------------------------------------------------
<S> <C> <C> <C>
Net sales $14,292 $12,738 $12,287
- ---------------------------------------------------------------
Costs and expenses
Cost of sales 10,037 9,787 9,684
Selling, general and
administrative 1,401 1,237 1,277
Depreciation and depletion 762 746 764
Interest 395 453 513
Other (income) loss - (57) 26
- ---------------------------------------------------------------
Total costs and expenses 12,595 12,166 12,264
- ---------------------------------------------------------------
Income before income taxes,
extraordinary item and
accounting change 1,697 572 23
Provision for income taxes 679 246 41
- ---------------------------------------------------------------
Income (loss) before
extraordinary item and
accounting change 1,018 326 (18)
Extraordinary item - loss
from early retirement of
debt, net of taxes - (11) (16)
Cumulative effect of
accounting change,
net of taxes - (5) -
- ---------------------------------------------------------------
Net income (loss) $ 1,018 $ 310 $ (34)
===============================================================
Per share:
Income (loss) before
extraordinary item and
accounting change $ 11.29 $ 3.66 $ (.21)
Extraordinary item - loss
from early retirement of
debt, net of taxes - (.12) (.18)
Cumulative effect of
accounting change,
net of taxes - (.06) -
- ---------------------------------------------------------------
Net income (loss) $ 11.29 $ 3.48 $ (.39)
===============================================================
Average number of shares
outstanding 90.2 89.1 87.7
===============================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF CASH FLOWS
Georgia-Pacific Corporation and Subsidiaries
<TABLE>
<CAPTION>
Year ended December 31
--------------------------
(Millions) 1995 1994 1993
- -------------------------------------------------------------------------
<S> <C> <C> <C>
Cash provided by (used for)
operations
Net income (loss) $1,018 $ 310 $ (34)
Adjustments to reconcile net income
(loss) to cash provided by operations:
Depreciation 707 695 711
Depletion 55 51 53
Deferred income tax benefit (33) (33) (104)
Amortization of goodwill 59 59 59
Stock compensation programs 20 (4) 53
Gain on sales of assets (18) (14) (32)
Amortization of debt issue costs,
discounts and premiums 4 10 7
Other (income) loss - (57) 26
Cumulative effect of accounting
change, net of taxes - 5 -
(Decrease) in accounts receivable
sale program (350) - (100)
(Increase) in receivables (47) (203) (74)
(Increase) in inventories (237) (44) (93)
Change in other working capital 32 40 40
Increase (decrease) in taxes payable 26 (12) (158)
Change in other assets and other
long-term liabilities 74 39 42
- -------------------------------------------------------------------------
Cash provided by operations 1,310 842 396
- -------------------------------------------------------------------------
Cash provided by (used for)
investing activities
Capital expenditures
Property, plant and equipment (1,259) (850) (421)
Timber and timberlands (80) (44) (46)
- -------------------------------------------------------------------------
Total capital expenditures (1,339) (894) (467)
Increase in cash restricted for
capital expenditures (90) (13) (7)
Proceeds from sales of assets 59 249 260
Other 1 (4) 5
- -------------------------------------------------------------------------
Cash (used for) investing activities (1,369) (662) (209)
- -------------------------------------------------------------------------
Cash provided by (used for)
financing activities
Common stock repurchased (47) - -
Proceeds from option plan exercises 27 - -
Repayments of long-term debt (228) (333) (576)
Additions to long-term debt 1,004 53 511
Fees paid to issue debt (8) - (5)
Increase (decrease) in bank overdrafts (11) 39 52
Increase (decrease) in commercial paper
and other short-term notes (547) 218 (41)
Cash dividends paid (173) (145) (142)
- -------------------------------------------------------------------------
Cash provided by (used for)
financing activities 17 (168) (201)
- -------------------------------------------------------------------------
Increase (decrease) in cash (42) 12 (14)
Balance at beginning of year 53 41 55
- -------------------------------------------------------------------------
Balance at end of year $ 11 $ 53 $ 41
=========================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
BALANCE SHEETS
Georgia-Pacific Corporation and Subsidiaries
<TABLE>
<CAPTION>
December 31
-------------
(Millions, except shares
and per share amounts) 1995 1994
- ----------------------------------------------------------
<S> <C> <C>
Assets
Current assets
Cash $ 11 $ 53
- ----------------------------------------------------------
Receivables, less allowances
of $25 and $28 949 552
- ----------------------------------------------------------
Inventories
Raw materials 526 390
Finished goods 896 809
Supplies 283 275
LIFO reserve (259) (265)
- ----------------------------------------------------------
Total inventories 1,446 1,209
- ----------------------------------------------------------
Deferred income tax assets 123 136
- ----------------------------------------------------------
Other current assets 66 34
- ----------------------------------------------------------
Total current assets 2,595 1,984
- ----------------------------------------------------------
Timber and timberlands, net 1,374 1,363
- ----------------------------------------------------------
Property, plant and equipment
Land and improvements 305 246
Buildings 1,122 1,066
Machinery and equipment 10,551 9,881
Construction in progress 598 307
- ----------------------------------------------------------
Total property, plant and
equipment, at cost 12,576 11,500
Accumulated depreciation (6,563) (6,012)
- ----------------------------------------------------------
Property, plant and equipment, net 6,013 5,488
- ----------------------------------------------------------
Goodwill, net 1,714 1,773
- ----------------------------------------------------------
Other assets 639 256
- ----------------------------------------------------------
Total assets $12,335 $10,864
==========================================================
<CAPTION>
December 31
-------------
1995 1994
- ----------------------------------------------------------
<S> <C> <C>
Liabilities and shareholders' equity
Current liabilities
Bank overdrafts, net $ 201 $ 212
Commercial paper and
other short-term notes 321 868
Current portion of
long-term debt 15 37
Accounts payable 644 603
Accrued compensation 218 182
Accrued interest 87 89
Other current liabilities 276 334
- ----------------------------------------------------------
Total current liabilities 1,762 2,325
- ----------------------------------------------------------
Long-term debt, excluding
current portion 4,704 3,904
- ----------------------------------------------------------
Other long-term liabilities 1,203 825
- ----------------------------------------------------------
Deferred income tax liabilities 1,147 1,190
- ----------------------------------------------------------
Commitments and contingencies
Shareholders' equity
Common stock, par value $.80;
150,000,000 shares authorized;
91,308,000 and 90,466,000
shares issued 73 72
Additional paid-in capital 1,267 1,220
Retained earnings 2,227 1,382
Long-term incentive plan
deferred compensation (24) (39)
Other (24) (15)
- ----------------------------------------------------------
Total shareholders' equity 3,519 2,620
- ----------------------------------------------------------
Total liabilities and
shareholders' equity $12,335 $10,864
==========================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF SHAREHOLDERS' EQUITY
Georgia-Pacific Corporation and Subsidiaries
<TABLE>
<CAPTION>
(Millions, except shares and per share amounts) Long-
term
incentive
Add- plan
itional deferred
Common stock Common paid-in Retained compen-
shares issued Total stock capital earnings sation Other
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at
December 31,
88,111,000 1992 $2,508 $ 70 $1,094 $1,393 $ (39) $ (10)
Net loss (34) - - (34) - -
Cash dividends
declared -
$1.60 per
common share (142) - - (142) - -
Common stock
issued:
Stock option
107,000 plans 7 - 7 - - -
Employee
stock
purchase
1,575,000 plans 55 1 54 - - -
Long-term
incentive
476,000 plan 26 - 43 - (17) -
Other (18) - 4 - - (22)
- --------------------------------------------------------------------------------
Balance at
December 31,
90,269,000 1993 2,402 71 1,202 1,217 (56) (32)
Net income 310 - - 310 - -
Cash dividends
declared -
$1.60 per
common share (145) - - (145) - -
Common stock
issued:
Stock option
97,000 plans 7 - 7 - - -
Employee
stock
purchase
49,000 plan 3 - 3 - - -
Long-term
incentive
51,000 plan 24 1 6 - 17 -
Other 19 - 2 - - 17
- --------------------------------------------------------------------------------
Balance at
December 31,
90,466,000 1994 2,620 72 1,220 1,382 (39) (15)
Net income 1,018 - - 1,018 - -
Cash dividends
declared -
$1.90 per
common share (173) - - (173) - -
Common stock
issued:
Stock option
plans and
directors
485,000 plan 41 - 41 - - -
Employee
stock
purchase
991,000 plans 57 1 56 - - -
Long-term
incentive
(16,000) plan 12 - (3) - 15 -
Common
stock
(618,000) repurchased (47) - (47) - - -
Other (9) - - - - (9)
- --------------------------------------------------------------------------------
Balance at
December 31,
91,308,000 1995 $3,519 $ 73 $1,267 $2,227 $ (24) $ (24)
===========================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
NOTES TO FINANCIAL STATEMENTS
GEORGIA-PACIFIC CORPORATION AND SUBSIDIARIES
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the
accounts of Georgia-Pacific Corporation and subsidiaries (the Corporation). All
significant intercompany balances and transactions are eliminated in
consolidation.
REVENUE RECOGNITION The Corporation recognizes revenue when title to the
goods sold passes to the buyer, which is generally at the time of shipment.
INCOME (LOSS) PER SHARE Income (loss) per share is computed based on net
income (loss) and the weighted average number of common shares outstanding (net
of restricted stock). The effects of assuming issuance of common shares under
long-term incentive, stock option and stock purchase plans were either
insignificant or antidilutive. The number of shares used in the income (loss)
per share computations were 90,214,000 in 1995, 89,069,000 in 1994 and
87,711,000 in 1993.
INVENTORY VALUATION Inventories are valued at the lower of average cost or
market and include the costs of materials, labor and manufacturing overhead.
The last-in, first-out (LIFO) dollar value pool method was used to determine the
cost of approximately 61% and 53%, respectively, of inventories at December 31,
1995 and 1994.
PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are recorded at
cost. Lease obligations for which the Corporation assumes or retains
substantially all the property rights and risks of ownership are capitalized.
Replacements of major units of property are capitalized and the replaced
properties are retired. Replacements of minor components of property and repair
and maintenance costs are charged to expense as incurred.
Depreciation is computed by the straight-line method over the estimated
useful lives of the related assets. Useful lives are 25 years for land
improvements, 20 to 45 years for buildings and 3 to 20 years for machinery and
equipment. Upon retirement or disposition of assets, cost and accumulated
depreciation are removed from the related accounts and any gain or loss is
included in income.
The Corporation capitalizes interest on projects when construction takes
considerable time and entails major expenditures. Such interest is charged to
the property, plant and equipment accounts and amortized over the approximate
life of the related assets. Interest capitalized, expensed and paid were as
follows:
<TABLE>
<CAPTION>
Year ended December 31,
-----------------------
(Millions) 1995 1994 1993
- ----------------------------------------------------
<S> <C> <C> <C>
Total interest costs $434 $460 $516
Interest capitalized (39) (7) (3)
- ----------------------------------------------------
Interest expense $395 $453 $513
====================================================
Interest paid $433 $481 $529
====================================================
</TABLE>
TIMBER AND TIMBERLANDS The Corporation depletes its investment in timber
based on the total fiber that will be available during the estimated growth
cycle. Timber carrying costs are expensed as incurred.
LANDFILLS AND LAGOONS The Corporation accrues for landfill closure costs over
the periods that benefit from the use of the landfill and accrues for lagoon
clean-out costs over the useful period between clean-outs.
GOODWILL The Corporation amortizes costs in excess of fair value of net
assets of businesses acquired using the straight-line method over a period not
to exceed 40 years. Recoverability is reviewed annually or sooner if events or
changes in circumstances indicate that the carrying amount may exceed fair
value. Recoverability is then determined by comparing the undiscounted net cash
flows of the assets to which the goodwill applies to the net book value
including goodwill of those assets.
Amortization expense was $59 million in 1995, 1994 and 1993. Accumulated
amortization at December 31, 1995 and 1994 was $366 million and $307 million,
respectively.
ENVIRONMENTAL MATTERS The Corporation recognizes a liability for
environmental remediation costs when it believes it is probable a liability has
been incurred and the amount can be reasonably estimated. The liabilities are
developed based on currently available information and reflect the participation
of other potentially responsible parties depending on the parties' financial
condition and probable contribution. The accruals are recorded at undiscounted
amounts and are reflected as other liabilities in the accompanying balance
sheets.
Environmental costs are generally capitalized when the costs improve the
condition of the property or the costs prevent or mitigate future contamination.
All other costs are expensed.
USE OF ESTIMATES The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions. These estimates and assumptions affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements as well as reported amounts of revenues and
expenses during the reporting period. Actual results could differ from these
estimates.
ACCOUNTING STANDARDS CHANGE In March 1995, the Financial Accounting Standards
Board issued Financial Accounting Standard Number 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,"
which establishes accounting standards for the impairment of long-lived assets,
certain identifiable intangibles and goodwill related to those assets to be
held and used, as well as for long-lived assets and certain identifiable
intangibles to be disposed of. The Corporation will be required to adopt the
new Standard in the 1996 first quarter. Based on a preliminary evaluation of
this Standard's requirements, the Corporation does not expect its effect to be
material to the Corporation's consolidated financial position.
RECLASSIFICATIONS Certain 1994 and 1993 amounts have been reclassified to
conform with the 1995 presentation.
NOTE 2. INDUSTRY SEGMENT INFORMATION
Georgia-Pacific Corporation is a building products and pulp and paper company.
Manufactured products in the building products segment consist primarily of wood
panels (plywood, hardboard, particleboard and oriented strand board), lumber,
gypsum products and chemicals. The distribution division of this segment sells
a wide range of building products manufactured by the Corporation or purchased
from others. This segment of the business is primarily affected by the level of
housing starts; the level of repairs, remodeling and additions; industrial
markets; commercial building activity; the availability and cost of financing;
and changes in industry capacity. The Corporation's pulp and paper segment
produces containerboard and packaging (linerboard, medium, bleached board, kraft
paper and corrugated packaging), communication papers, market pulp and tissue.
Markets for this segment are affected primarily by changes in industry capacity,
the level of economic growth in the United States and export markets, and
fluctuations in currency exchange rates. During 1995, both segments were about
equal in size based on sales.
The Corporation has a large and diverse customer base, which includes some
customers located in foreign countries. Sales to foreign markets in 1995, 1994
and 1993 were 10%, 8% and 6%, respectively. These sales were primarily to
customers in Europe, Asia and Latin America. No single customer accounted for
more than 10% of total sales to unaffiliated customers in any year during that
period.
Georgia-Pacific Corporation employs approximately 47,500 people at more than
400 facilities located throughout the United States and two in Canada. The
Corporation also owns or controls more than 6 million acres of timber and
timberlands in the United States and Canada.
<TABLE>
<CAPTION>
Year ended December 31
- ---------------------------------------------------------------------------
(Millions) 1995 1994 1993
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net sales
Building products $ 7,299 51% $ 7,561 60% $ 7,067 58%
Pulp and paper 6,943 49 5,138 40 5,188 42
Other operations 50 - 39 - 32 -
- ---------------------------------------------------------------------------
Total net sales $14,292 100% $12,738 100% $12,287 100%
===========================================================================
Operating profits
Building products $ 669 29% $ 989 81% $ 973 126%
Pulp and paper 1,611 71 171 14 (187)(24)
Other operations 10 10 - 10 1
Other income (loss)* - 57 5 (26) (3)
- ---------------------------------------------------------------------------
Total operating profits 2,290 100% 1,227 100% 770 100%
==== ==== ====
General corporate
expense (161) (169) (205)
Interest expense (395) (453) (513)
Cost of accounts
receivable
sale program (37) (33) (29)
Provision for income
taxes (679) (246) (41)
- ---------------------------------------------------------------------------
Income (loss) before
extraordinary item and
accounting change 1,018 326 (18)
Extraordinary item - loss
from early retirement
of debt, net of taxes - (11) (16)
Cumulative effect of
accounting change,
net of taxes - (5) -
- ---------------------------------------------------------------------------
Net income (loss) $ 1,018 $ 310 $ (34)
===========================================================================
Depreciation, depletion
and goodwill amortization
Building products $ 219 27% $ 200 25% $ 215 26%
Pulp and paper 576 70 585 73 595 72
Other and general
corporate 26 3 20 2 13 2
- ---------------------------------------------------------------------------
Total depreciation,
depletion and goodwill
amortization $ 821 100% $ 805 100% $ 823 100%
===========================================================================
Capital expenditures**
Building products $ 582 43% $ 401 45% $ 146 31%
Pulp and paper 599 45 410 46 261 56
Timber and timberlands 80 6 44 5 46 10
Other and general
corporate 78 6 39 4 14 3
- ---------------------------------------------------------------------------
Total capital expenditures $ 1,339 100% $ 894 100% $ 467 100%
===========================================================================
Assets
Building products $ 2,686 22% $ 2,061 19% $ 1,726 16%
Pulp and paper 7,342 60 6,917 64 6,909 66
Timber and timberlands 1,374 11 1,363 13 1,380 13
Other and general
corporate 933 7 523 4 530 5
- ---------------------------------------------------------------------------
Total assets $12,335 100% $10,864 100% $10,545 100%
===========================================================================
</TABLE>
* Other income (loss) represents the results of various asset divestitures as
described in Note 3. If these amounts had been included in segment
operating profits, building products operating profits would have been
$1,013 million in 1994 and pulp and paper operating profits would have been
$204 million in 1994 and $(213) million in 1993.
** Capital expenditures represent additions (at cost) to property, plant and
equipment and timber and timberlands.
NOTE 3. ASSET DIVESTITURES
The Corporation had no major divestitures in 1995. The following divestitures
were completed during the years 1994 and 1993. The pretax gains and losses
associated with these sales are included in other income (loss) in the
accompanying statements of income.
- - In February 1994, the Corporation completed the sale of five roofing plants
located in Oklahoma, Texas, Ohio, Georgia and Pennsylvania. The sale resulted
in after-tax cash proceeds of approximately $39 million. The Corporation
recognized a pretax gain of $24 million ($15 million after taxes).
- - In February 1994, the Corporation completed the sale of its envelope
manufacturing business which included 15 envelope manufacturing plants and
certain assets of another plant. The sale resulted in after-tax cash proceeds
of approximately $117 million. The Corporation recognized a pretax gain of $39
million ($24 million after taxes).
- - In July 1993, the Corporation completed the sale of its paper distribution
business which included 80 distribution centers in 31 states. The transaction
resulted in after-tax cash proceeds of approximately $222 million. The
Corporation recognized a $26 million pretax loss and a $7 million after-tax gain
on the transaction. The large tax benefit resulted from the loss on the sale as
well as the fact that the tax basis was significantly greater than the financial
basis of stock included in the assets sold in the transaction.
NOTE 4. RECEIVABLES
The Corporation has a large, diversified customer base, which includes some
customers who are located in foreign countries. The Corporation closely
monitors extensions of credit and has not experienced significant losses related
to its receivables. In addition, a portion of the receivables from foreign
sales are covered by confirmed letters of credit to help ensure collectibility.
Supplemental information on the accounts receivable balances at December 31,
1995 and 1994 is as follows:
<TABLE>
<CAPTION>
December 31
-----------
(Millions) 1995 1994
- -------------------------------------------
<S> <C> <C>
Receivables
Trade $890 $515
Other 84 65
- -------------------------------------------
974 580
Less allowances 25 28
- -------------------------------------------
Receivables, net $949 $552
===========================================
</TABLE>
The Corporation had sold fractional ownership interests in a defined pool of
trade accounts receivable for $350 million as of December 31, 1995 and $700
million as of December 31, 1994. The sold accounts receivable are excluded from
receivables in the accompanying balance sheets. The full amount of the
allowance for doubtful accounts has been retained because the Corporation has
retained substantially the same risk of credit loss as if the receivables had
not been sold. A portion of the cost of the accounts receivable sale program is
based on the purchasers' level of investment and borrowing costs. Additionally,
the Corporation pays fees based on its senior debt ratings. The total cost of
the program, which was $37 million in 1995, $33 million in 1994 and $29 million
in 1993, is included in selling, general and administrative expense in the
accompanying statements of income.
Under the accounts receivable sale agreement, the maximum amount of the
purchasers' investment is subject to change based on the level of eligible
receivables and restrictions on concentrations of receivables. During 1995, the
Corporation repurchased $350 million of receivables, reducing the accounts
receivable sale program from $700 million to $350 million. The program has been
extended to May 21, 1996.
NOTE 5. INDEBTEDNESS
The Corporation's indebtedness included the following:
<TABLE>
<CAPTION>
December 31
-----------
(Millions) 1995 1994
- ---------------------------------------------------
<S> <C> <C>
Debentures, 9.0% average rate,
payable through 2025 $3,350 $2,600
Notes, 8.0% average rate,
payable through 1998 717 928
Commercial paper and other
short-term notes, 6.1%
average rate 321 868
Revenue bonds, 5.6% average rate,
payable through 2026 628 389
Other loans, 7.4% average rate,
payable through 2011 53 53
- ---------------------------------------------------
5,069 4,838
Less:
Commercial paper and other
short-term notes 321 868
Current portion of
long-term debt 15 37
Unamortized discount 29 29
- ---------------------------------------------------
Long-term debt, excluding
current portion $4,704 $3,904
===================================================
</TABLE>
For additional information regarding financial instruments, see Note 6.
The scheduled maturities of long-term debt for the next five years are as
follows: $15 million in 1996, $316 million in 1997, $447 million in 1998, $28
million in 1999 and $48 million in 2000.
NOTES AND DEBENTURES During 1995, the Corporation issued $250 million of 8-
5/8% Debentures Due April 30, 2025, $250 million of 7.70% Debentures Due June
15, 2015 and $250 million of 7-3/8 % Debentures Due December 1, 2025.
In 1995, the Corporation redeemed approximately $203 million of its
outstanding debt. The after-tax loss on this redemption was less than $1
million.
During 1994, the Corporation prepaid approximately $221 million in principal
of its outstanding debt, resulting in an after-tax extraordinary loss of $11
million ($19 million before taxes).
REVOLVING CREDIT FACILITY In 1993 the Corporation entered into an agreement
with Bank of America National Trust and Savings Association and 21 other
domestic and international banks which provides an unsecured revolving credit
facility of $1.5 billion. The revolving credit facility is being used for
direct borrowings and as support for commercial paper and other short-term
borrowings. In 1994, the Corporation amended the credit agreement with
substantially the same lending group to extend the termination date until 1999,
to reduce the commitment and facility fees and to reduce the applicable margin
on any draws under the facility. As of December 31, 1995, $1,179 million of
committed credit was available in excess of all short-term borrowings
outstanding under or supported by the facility.
Borrowings under the agreement bear interest, at the election of the
Corporation, at either (A) the higher of the Federal Funds Rate plus 1/2% or the
stipulated bank lending rate or (B) LIBOR plus .37% or (C) fixed or floating
rates set by competitive bids. Fees associated with this revolving credit
facility include a commitment fee of .08% per annum on the unused portion of the
commitments and a facility fee of .08% per annum on the aggregate commitments of
the lenders. Fees and margins may be adjusted upward or downward according to a
pricing grid based on the Corporation's long-term debt ratings. At December 31,
1995, $240 million was borrowed under the credit agreement at a weighted average
interest rate of 6.1%.
The revolving credit agreement contains certain restrictive covenants. The
covenants include a maximum leverage ratio (funded indebtedness to operating
cash flow) of 4.5 to 1.0 which is to be maintained throughout the term of the
credit agreement. As of December 31, 1995, the leverage ratio was 1.9 to 1.0.
COMMERCIAL PAPER AND OTHER SHORT-TERM NOTES These borrowings are classified
as current liabilities although all or a portion of them might be refinanced on
a long-term basis in 1996.
REVENUE BONDS At December 31, 1995, the Corporation had outstanding
borrowings of approximately $628 million under certain Industrial Revenue Bonds,
approximately $247 million of which were entered into during 1995 at variable
interest rates. Approximately $110 million from the issuance of these bonds is
being held by trustees and is restricted. for the construction of certain
capital projects. Amounts held by trustees are classified as noncurrent assets
in the accompanying balance sheet.
OTHER At December 31, 1995, the amount of long-term debt secured by property,
plant and equipment and timber and timberlands was not material.
In September 1995, the Corporation sold certain of its assets for $354
million and has agreed to lease the assets back from the purchaser over a period
of 30 years. Under the agreement with the purchaser, the Corporation will
maintain a deposit (initially in the amount of $322 million) which together with
interest earned is expected to be sufficient to fund the Corporation's lease
obligation including the repurchase of assets at the end of the term. This
transaction is being accounted for as a financing arrangement. At December 31,
1995, the Corporation recorded on its balance sheet an asset for the deposit
from the sale of $305 million and a liability for the lease obligation of $346
million, of each of which approximately $16 million was recorded as a current
asset and a current liability.
NOTE 6. FINANCIAL INSTRUMENTS
The carrying amount and estimated fair value of the Corporation's financial
instruments are as follows:
<TABLE>
<CAPTION>
December 31, 1995 December 31, 1994
----------------- -----------------
Carrying Fair Carrying Fair
(Millions) Amount Value Amount Value
- ------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Commercial paper and
other short-term notes
(Note 5) $ 321 $ 321 $ 868 $ 868
Notes and debentures
(Note 5) 4,067 4,470 3,528 3,520
Revenue bonds (Note 5) 628 628 389 385
Other loans (Note 5) 53 53 53 53
Interest rate exchange
agreements * 21 * 12
Accounts receivable sale
program (Note 4) 350 350 700 700
- ------------------------------------------------------------------------
</TABLE>
*The Corporation's balance sheet at December 31, 1995 and 1994, respectively,
included accrued interest of $5 million and $10 million related to these
agreements.
COMMERCIAL PAPER AND OTHER SHORT-TERM NOTES The carrying amounts approximate
fair value because of the short maturity of these instruments.
NOTES AND DEBENTURES The fair value of notes and debentures was estimated
primarily by obtaining quotes from brokers for these and similar issues. For
notes and debentures for which there are no quoted market prices, the fair value
was estimated by calculating the present value of anticipated cash flows. The
discount rate used was an estimated borrowing rate for similar debt instruments
with like maturities.
REVENUE BONDS AND OTHER LOANS The fair value of revenue bonds and other loans
was estimated by calculating the present value of anticipated cash flows. The
discount rate used was an estimated borrowing rate for similar debt instruments
with like maturities.
INTEREST RATE AND FOREIGN CURRENCY EXCHANGE AGREEMENTS. The Corporation has
used interest rate and foreign currency exchange agreements in the normal course
of business to manage and reduce the risk inherent in interest rate and foreign
currency fluctuations.
Under the interest rate exchange agreements, the Corporation makes payments
to counterparties at fixed interest rates and in turn receives payments at
variable rates. The Corporation entered into interest rate exchange agreements
in prior years to protect against the increased cost associated with a rise in
interest rates. During 1995, $450 million in interest rate exchange agreements
expired. At December 31, 1995, the Corporation had outstanding interest rate
exchange agreements which effectively converted $496 million of floating rate
obligations with a weighted average interest rate of 5.9% to fixed rate
obligations with an average effective interest rate of approximately 9.0%.
These agreements have a weighted average maturity of approximately 3.1 years.
As of December 31, 1995, the Corporation's total floating rate debt, including
the accounts receivable sale program, exceeded related interest rate exchange
agreements by $1,061 million.
The estimated fair value of the Corporation's liability under interest rate
exchange agreements at December 31, 1995 and 1994 was $21 million and $12
million, respectively, and represents the estimated amount the Corporation could
have paid to terminate the agreements. The fair value at December 31, 1995 and
1994 was estimated by calculating the present value of anticipated cash flows.
The discount rate used was an estimated borrowing rate for similar debt
instruments with like maturities.
The Corporation enters into foreign exchange contracts, futures and options,
the amounts of which were not material to the consolidated financial position of
the Corporation at December 31, 1995 and 1994.
The Corporation may be exposed to losses in the event of nonperformance of
counterparties, but does not anticipate such nonperformance.
OTHER Due to the short-term nature of current assets and current liabilities,
their carrying amounts approximate fair value.
NOTE 7. INCOME TAXES
The provision for income taxes includes income taxes currently payable and those
deferred because of temporary differences between the financial statement and
tax bases of assets and liabilities. The provision for income taxes consists of
the following:
<TABLE>
<CAPTION>
Year ended December 31
-----------------------
(Millions) 1995 1994 1993
- -------------------------------------------------------------
<S> <C> <C> <C>
Federal income taxes:
Current $ 600 $ 229 $ 128
Deferred (26) (19) (89)
State income taxes:
Current 112 50 17
Deferred (7) (14) (15)
- -------------------------------------------------------------
Provision for income taxes $ 679 $ 246 $ 41
=============================================================
Income taxes paid, net of refunds $ 686 $ 251 $ 300
=============================================================
</TABLE>
Income taxes paid during 1995 and 1994 included tax and interest payments of $12
million and $84 million, respectively, to the Internal Revenue Service to settle
substantially all pending income tax issues for years prior to 1991.
The federal statutory income tax rate was 35%. The provision for
income taxes is reconciled to the federal statutory rate as follows:
<TABLE>
<CAPTION>
Year ended December 31
-----------------------
(Millions) 1995 1994 1993
- -------------------------------------------------------------
<S> <C> <C> <C>
Provision for income taxes
computed at the federal
statutory tax rate $ 594 $ 200 $ 8
State income taxes, net
of federal benefit 68 23 1
Goodwill amortization 23 23 23
Permanent differences on
assets sold - - (23)
Federal statutory tax
rate increase - - 33
Foreign sales corporation (9) (5) (2)
Meals and entertainment
disallowance 3 3 1
Other - 2 -
- -------------------------------------------------------------
Provision for income taxes $ 679 $ 246 $ 41
=============================================================
</TABLE>
As a result of the Revenue Reconciliation Act of 1993, the Corporation incurred
after-tax charges in 1993 of $33 million due to the 1 percent increase in the
corporate income tax rate and $14 million related to the cash bonus portion of
its long-term incentive program due to the increase in the marginal individual
income tax rate.
The components of the net deferred income tax liabilities are as follows:
<TABLE>
<CAPTION>
December 31
-------------
(Millions) 1995 1994
- -----------------------------------------------------------
<S> <C> <C>
Deferred income tax assets:
Compensation related accruals $ 315 $ 305
Other accruals and reserves 68 74
Other 14 28
- -----------------------------------------------------------
397 407
Valuation allowance - -
- -----------------------------------------------------------
397 407
- -----------------------------------------------------------
Deferred income tax liabilities:
Property, plant and equipment (1,196) (1,243)
Timber and timberlands (179) (170)
Other (46) (48)
- -----------------------------------------------------------
(1,421) (1,461)
- -----------------------------------------------------------
Deferred income tax liabilities, net $(1,024) $(1,054)
===========================================================
Included in the balance sheets:
Deferred income tax assets* $ 123 $ 136
Deferred income tax liabilities** (1,147) (1,190)
- -----------------------------------------------------------
Deferred income tax liabilities, net $(1,024) $(1,054)
===========================================================
</TABLE>
* Net of current liabilities of $4 million and $7 million at December 31, 1995
and 1994, respectively.
** Net of long-term assets of $270 million and $264 million at December 31,
1995 and 1994, respectively.
NOTE 8. RETIREMENT PLANS
DEFINED BENEFIT PENSION PLANS Most of the Corporation's employees participate
in noncontributory defined benefit pension plans. These include plans which are
administered solely by the Corporation and union-administered multiemployer
plans. The Corporation's funding policy for solely administered plans is based
on actuarial calculations and the applicable requirements of federal law.
Contributions to multiemployer plans are generally based on negotiated labor
contracts.
Benefits under the majority of plans for hourly employees (including
multiemployer plans) are primarily related to years of service. The Corporation
has separate plans for salaried employees and officers under which benefits are
primarily related to compensation and years of service. The officers' plan is
not funded and is non-qualified for federal income tax purposes.
Plan assets consist principally of common stocks, bonds, mortgage
securities, interests in limited partnerships, cash equivalents and real estate.
At December 31, 1995 and 1994, respectively, $26 million and $70 million of
noncurrent prepaid pension cost was included in other assets. Accrued pension
cost of $73 million and $67 million at December 31, 1995 and 1994, respectively,
was included in other long-term liabilities.
Pursuant to the provisions of Financial Accounting Standard Number 87 (FAS
87), "Employers' Accounting for Pensions," intangible assets of $56 million
and $30 million were recorded as of December 31, 1995 and 1994, respectively, in
order to recognize the required minimum liability.
The following table sets forth the funded status of the solely administered
plans and the amounts recognized in the accompanying balance sheets.
<TABLE>
<CAPTION>
December 31, 1995
-------------------------------------
Plans having Plans having
assets in excess accumulated
of accumulated benefits in
(Millions) benefits excess of assets
- ----------------------------------------------------------------------
<S> <C> <C>
Accumulated benefit obligation
at November 30
Vested portion $ 917 $ 520
Nonvested portion 20 14
- ----------------------------------------------------------------------
937 534
Effect of projected future
compensation levels 9 13
- ----------------------------------------------------------------------
Projected benefit obligation
at November 30 946 547
Plan assets at fair value
at November 30 1,163 461
- ----------------------------------------------------------------------
Plan assets in excess of (less
than) projected benefit obligation 217 (86)
Unrecognized net (gain) loss (169) 47
Unrecognized prior service cost (15) 56
Unrecognized net asset from initial
application of FAS 87 (7) (11)
Adjustment required to recognize
minimum liability - (79)
- ----------------------------------------------------------------------
Prepaid (accrued) pension cost
at December 31 $ 26 $ (73)
======================================================================
<CAPTION>
December 31, 1994
-------------------------------------
Plans having Plans having
assets in excess accumulated
of accumulated benefits in
(Millions) benefits excess of assets
- ----------------------------------------------------------------------
<S> <C> <C>
Accumulated benefit obligation
at November 30
Vested portion $ 868 $ 336
Nonvested portion 24 18
- ----------------------------------------------------------------------
892 354
Effect of projected future
compensation levels 6 7
- ----------------------------------------------------------------------
Projected benefit obligation
at November 30 898 361
Plan assets at fair value
at November 30 1,083 290
- ----------------------------------------------------------------------
Plan assets in excess of (less
than) projected benefit obligation 185 (71)
Unrecognized net (gain) loss (93) 22
Unrecognized prior service cost (6) 31
Unrecognized net asset from initial
application of FAS 87 (16) (11)
Adjustment required to recognize
minimum liability - (38)
- ----------------------------------------------------------------------
Prepaid (accrued) pension cost
at December 31 $ 70 $ (67)
======================================================================
</TABLE>
Net periodic pension cost for solely and jointly administered pension plans
included the following:
<TABLE>
<CAPTION>
Year ended December 31
-------------------------
(Millions) 1995 1994 1993
- ------------------------------------------------------------------
<S> <C> <C> <C>
Service cost of benefits earned $ 75 $ 81 $ 80
Interest cost on projected benefit
obligation 107 93 96
Actual return on plan assets (311) (21) (185)
Net amortization and deferral 168 (126) 30
Contributions to multiemployer
pension plans 4 4 4
- ------------------------------------------------------------------
Net periodic pension cost $ 43 $ 31 $ 25
==================================================================
</TABLE>
The following assumptions were used:
<TABLE>
<CAPTION>
1995 1994 1993
- ------------------------------------------------------------------
<S> <C> <C> <C>
Discount rate used to determine
the projected benefit obligation 7.0% 8.5% 7.0%
Rate of increase in future
compensation levels used to
determine the projected benefit
obligation 5.5 6.0 5.5
Expected long-term rate of return
on plan assets used to determine
net periodic pension cost 10.0 10.0 10.0
- ------------------------------------------------------------------
</TABLE>
During 1993, the Corporation recognized a net aggregate pretax settlement of $13
million resulting from pension obligations assumed by the purchaser in certain
asset divestitures (Note 3).
DEFINED CONTRIBUTION PLANS. The Corporation sponsors several defined
contribution plans to provide eligible employees with additional income upon
retirement. The Corporation's contributions to the plans are based on employee
contributions and compensation. The Corporation's contributions totaled $46
million in 1995, $43 million in 1994 and $44 million in 1993.
HEALTH CARE AND LIFE INSURANCE BENEFITS. The Corporation provides certain
health care and life insurance benefits to eligible retired employees. Salaried
participants generally become eligible for retiree health care benefits after
reaching age 55 with 10 years of service or after reaching age 65. Benefits,
eligibility and cost-sharing provisions for hourly employees vary by location
and/or bargaining unit. Generally, the medical plans pay a stated percentage of
most medical expenses reduced for any deductible and payments made by government
programs and other group coverage. Effective December 1995, the plans were
funded through a trust established for the payment of future active and retiree
benefits. The trust was funded with an initial contribution of $31 million
which was previously recorded as a current liability on the Corporation's
balance sheet. Georgia-Pacific will continue to contribute to the trust in the
amounts necessary to fund current obligations of the plans.
In 1991, the Corporation began transferring its share of the cost of post-
age 65 health care benefits to future salaried retirees. It is currently
anticipated that the Corporation will continue to reduce the percentage of the
cost of post-age 65 benefits that it will pay on behalf of salaried employees
who retire in each of the years 1995 through 1999 and that the Corporation will
continue to share the pre-age 65 cost with future salaried retirees, but will no
longer pay any of the post-age 65 cost for salaried employees who retire after
1999.
The following table sets forth the status of the plans, reconciled to the
accrued postretirement benefit cost recognized in the Corporation's balance
sheet at December 31, 1995 and 1994:
<TABLE>
<CAPTION>
December 31
--------------
(Millions) 1995 1994
- ---------------------------------------------------
<S> <C> <C>
Accumulated postretirement
benefit obligation:
Retirees $ 289 $ 223
Fully eligible active plan
participants 32 26
Other active participants 143 100
- ---------------------------------------------------
464 349
Unrecognized net gain (loss) (47) 52
Unrecognized prior service cost 5 5
- ---------------------------------------------------
Accrued postretirement
benefit cost $ 422 $ 406
===================================================
</TABLE>
Net periodic postretirement benefit cost included the following components:
<TABLE>
<CAPTION>
Year ended
December 31
-------------------------
(Millions) 1995 1994 1993
- ------------------------------------------------------------------
<S> <C> <C> <C>
Service cost of benefits earned $ 6 $ 9 $ 9
Interest cost on accumulated
postretirement benefit obligation 27 28 31
Amortization of (gain) loss (1) 1 1
- ------------------------------------------------------------------
Net periodic postretirement
benefit cost $ 32 $ 38 $ 41
==================================================================
</TABLE>
For measuring the expected postretirement benefit obligation, an 11 percent, 12
percent and 13 percent annual rate of increase in the per capita claims cost was
assumed for 1995, 1994 and 1993, respectively. The rate was assumed to decrease
1 percent per year to 7 percent in 1999 and remain at that level thereafter.
The weighted-average discount rate used in determining the accumulated
postretirement benefit obligation was 6.5 percent at December 31, 1995, 8.0
percent at December 31, 1994 and 6.5 percent at December 31, 1993.
If the annual health care cost trend rate were increased by 1 percent, the
accumulated postretirement benefit obligation would have increased by 14 percent
as of December 31, 1995, 13 percent as of December 31, 1994 and 15 percent as of
December 31, 1993. The effect of this change on the aggregate of service and
interest costs would be an increase of 15 percent for 1995 and 17 percent for
1994 and 1993.
OTHER. Effective January 1, 1994, the Corporation adopted Financial Accounting
Standard Number 112 (FAS 112), "Employers' Accounting for Postemployment
Benefits." FAS 112 requires accrual-basis recognition of benefits provided by
an employer to former or inactive employees after employment but before
retirement. The adoption of FAS 112 resulted in a one-time, after-tax charge of
$5 million (6 cents per share) in the 1994 first quarter.
NOTE 9. COMMON AND PREFERRED STOCK
The Corporation's authorized capital stock consists of 10 million shares of
Preferred Stock and 25 million shares of Junior Preferred Stock, of which no
shares were issued at December 31, 1995, and 150 million shares of Common Stock.
At December 31, 1995, the following authorized shares of the Corporation's
common stock were reserved for issue:
<TABLE>
<CAPTION>
1995
- --------------------------------------------------
<S> <C>
1995 Employee Stock Purchase Plan 1,409,000
1995 Outside Directors Stock Plan 27,000
1995 Shareholder Value Incentive Plan 8,100,000
1994 Employee Stock Option Plan 658,000
1993 Employee Stock Option Plan 161,000
1984 Employee Stock Option Plan 193,000
- --------------------------------------------------
Common stock reserved 10,548,000
==================================================
</TABLE>
EMPLOYEE STOCK PURCHASE PLANS. At December 31, 1995, the Corporation had
1,409,000 shares of common stock reserved for issuance under the 1995 Employee
Stock Purchase Plan (Purchase Plan) at a subscription price of $73.84 per share.
The subscription period for the Purchase Plan expired on September 15, 1995.
Subscribers must purchase and pay for shares subscribed not later than September
30, 1997 but prior to that time may obtain a refund of their payments plus
interest at a rate of 6% per annum in lieu of stock. Approximately 10,500
subscribers remained in the Purchase Plan at December 31, 1995.
Under the 1993 Employee Stock Purchase Plan (which expired on July 31,
1995), the Corporation issued 991,000, 49,000 and 2,000 shares of common stock
in 1995, 1994 and 1993, respectively, at a subscription price of $57.06 per
share.
OUTSIDE DIRECTORS STOCK PLAN. The Outside Directors Stock Plan
(Directors Plan) provides for the issuance of up to 30,000 shares of common
stock to non-employee directors on a restricted basis. In 1995, each
non-employee director was issued 200 restricted shares of common stock. Each
year beginning in 1996, each outside director will be issued a number of
shares equal to $15,000 divided by the mean between the high and low sales
price for the Corporation's common stock price on the date of issuance. The
restrictions on the shares lapse at the time of death, retirement from
the board or disability.
LONG-TERM INCENTIVE PLANS. The Corporation initially reserved 4,000,000 shares
for issuance under the 1990 Long-Term Incentive Plan (Incentive Plan), which
expired March 9, 1995. Restricted stock was awarded to the employee at no cost,
based on increases in average market value of the Corporation's common stock.
At the time restricted shares were awarded, the market value of the stock was
added to common stock and additional paid-in capital and was deducted from
shareholders' equity (long-term incentive plan deferred compensation). Long-
term incentive plan deferred compensation is amortized over the vesting
(restriction) period, generally five years, with adjustments made quarterly for
market price fluctuations. At the time awarded shares become vested, the
Corporation will pay on behalf of each participant a cash bonus in the amount of
the estimated income tax liability to be incurred by the participant as a result
of the award and cash bonus. Shares totaling 1,155,000 were awarded under the
Incentive Plan, of which 859,000 restricted shares remained outstanding as of
December 31, 1995.
The Corporation recognized compensation expense of $22 million in 1995, $37
million in 1994 and $69 million in 1993 related to incentive plans.
EMPLOYEE STOCK OPTION PLANS. The 1995 Shareholder Value Incentive Plan (SVIP)
provides for the granting of stock options having a term of 10 years to officers
and key employees. At December 31, 1995, the Corporation had 8,100,000 shares
of common stock reserved for issue under the SVIP. Options become
exercisable in 9-1/2 years unless certain performance targets tied to the
Corporation's common stock performance are met, which would enable the
holder to exercise such options after three, four or five years from the
grant date. At the time options are exercised, the exercise price is
payable in cash or by surrender of shares of common stock already owned by
the optionee.
The 1994 Employee Stock Option Plan (1994 Option Plan) provided for the
granting of stock options to certain non-officer key employees. There also are
options outstanding under both the 1993 Employee Stock Option Plan (1993 Option
Plan) and the 1984 Employee Stock Option Plan (1984 Option Plan).
Except with respect to the SVIP and the 1994 Option Plan, holders of stock
options are paid cash bonuses, payable upon exercise of an option, of an amount
not to exceed the amount by which the market value of the common stock, as
defined, exceeds the option price. In addition, holders of options granted
under plans other than the SVIP and the 1994 Option Plan may surrender all or
part of the related stock option in exchange for common stock with a fair market
value equal to the amount by which the market value of the shares covered by the
option exceeds the aggregate option exercise price.
Except for the SVIP and the 1994 Option Plan (which are noncompensatory for
financial reporting purposes), compensation resulting from stock options and
cash bonuses was initially measured at the grant date based on the market value
of the common stock, and adjustments are made quarterly for market price
fluctuations. The Corporation recognized 1993 Option Plan and 1984 Option Plan
compensation expense of $6 million in 1995 and in 1994 and $14 million in 1993.
Additional information relating to the Corporation's employee stock option
plans is as follows:
<TABLE>
<CAPTION>
Year ended December 31
----------------------
1995 1994 1993
- -------------------------------------------------------------
<S> <C> <C> <C>
Options outstanding
at January 1 1,646,000 1,055,000 981,000
Options granted 1,223,200 937,000 472,000
Options exercised/
surrendered (619,000) (291,000) (267,000)
Options canceled (33,200) (55,000) (131,000)
- -------------------------------------------------------------
Options outstanding
at December 31 2,217,000 1,646,000 1,055,000
Options available
for grant at
December 31 6,895,000 111,000 99,000
- -------------------------------------------------------------
Total reserved shares 9,112,000 1,757,000 1,154,000
=============================================================
Options exercisable
at December 31 1,012,000 757,000 654,000
=============================================================
Option prices per share:
Granted $81 $64-$75 $59
Exercised/surrendered $39-$75 $39-$66 $34-$66
Canceled $59-$81 $39-$75 $39-$66
=============================================================
</TABLE>
SHAREHOLDER RIGHTS PLAN. The Corporation has a Shareholder Rights Plan
pursuant to which preferred stock purchase rights are issued at the rate of one
Right for each share of common stock. The Rights expire on July 31, 1999,
unless redeemed earlier. The Rights are exercisable only if a person or group
acquires 15% or more of the Corporation's common stock or announces a tender
offer for 30% or more of the common stock. In such event, each Right entitles
the holder to buy, at an exercise price of $175, one one-hundredth of a newly
issued share of Series A Junior Preferred Stock, of which 5 million shares were
reserved at December 31, 1995. Due to the nature of its dividend, liquidation
and voting rights, the economic value of one one-hundredth of a share of Junior
Preferred Stock should approximate the economic value of one share of common
stock. In addition, if one of several specified events (generally involving
self-dealing transactions by an acquirer of the Corporation's common stock or a
business combination involving the Corporation) occurs, each Right generally
entitles the holder to buy, at an exercise price of $175 (subject to
adjustments), shares of either the Corporation's Series A Junior Preferred Stock
or the acquirer's common stock, in either case having a market value of twice
the exercise price.
CAPITAL STOCK. During the year ended December 31, 1995, the Corporation
purchased 618,000 shares of its common stock at an aggregate purchase price of
$47 million on the open market. The resolution of the board of directors
authorizing such repurchases provides that none will be made as long as the
total debt of the Corporation exceeds $5.5 billion.
NOTE 10. COMMITMENTS AND CONTINGENCIES
The Corporation is a party to various legal proceedings incidental to its
business and is subject to a variety of environmental and pollution control laws
and regulations in all jurisdictions in which it operates. As is the case with
other companies in similar industries, the Corporation faces exposure from
actual or potential claims and legal proceedings involving environmental
matters. Liability insurance in effect during the last several years provides
only very limited coverage for environmental matters.
The Corporation is involved in environmental remediation activities at
numerous sites where it has been notified that it is or may be a potentially
responsible party under the Comprehensive Environmental Response, Compensation
and Liability Act or similar state "superfund" laws and at certain of its own
properties. Of the known sites in which it is involved, the Corporation
estimates that approximately 40 percent are being investigated, approximately 50
percent are being remediated and approximately 10 percent are being monitored
(an activity which occurs after either site investigation or remediation has
been completed). The ultimate costs to the Corporation for the investigation,
remediation and monitoring of many of these sites cannot be predicted with
certainty due to the often unknown magnitude of the pollution or the necessary
cleanup, the varying costs of alternative cleanup methods, the amount of time
necessary to accomplish such cleanups, the evolving nature of cleanup
technologies and government regulations, and the inability to determine the
Corporation's share of multi-party cleanups or the extent to which contribution
will be available from other parties. The Corporation has established reserves
for environmental remediation costs for these sites in amounts which it believes
are probable and reasonably estimable. Based on analysis of currently available
information and previous experience with respect to the cleanup of hazardous
substances, the Corporation believes that it is reasonably possible that costs
associated with these sites may exceed current reserves by amounts that may
prove insignificant or that could range, in the aggregate, up to approximately
$79 million. This estimate of the range of reasonably possible additional costs
is less certain than the estimates upon which reserves are based, and in order
to establish the upper limit of such range, assumptions least favorable to the
Corporation among the range of reasonably possible outcomes were used. In
estimating both its current reserve for environmental remediation and the
possible range of additional costs, the Corporation has not assumed it will bear
the entire cost of remediation of every site to the exclusion of other known
potentially responsible parties who may be jointly and severally liable. The
ability of other potentially responsible parties to participate has been taken
into account, based generally on the parties' financial condition and probable
contribution on a per site basis.
In the fourth quarter of 1992, the Corporation filed suit in the State of
Washington against numerous insurance carriers for coverage under comprehensive
general liability insurance policies issued by those carriers. The Corporation
sought a declaratory judgment to the effect that past and future environmental
remediation and other related costs with respect to certain of the sites are
covered by such policies. The Corporation has now dismissed or settled its
claims against all but one of those carriers for a total of approximately $54
million. Approximately $44 million of this amount has been received ($40
million of which was recorded as pretax income in 1995) and the remainder is
payable, subject to certain contingencies, over approximately the next ten
years. No amounts have been recorded for contingent payments.
The Corporation has received and responded to three comprehensive
information requests from the Environmental Protection Agency (EPA) concerning
air emissions at approximately 30 of the Corporation's facilities which
manufacture oriented strand board, medium-density fiberboard, plywood and
particleboard. On August 5, 1994, the EPA issued a Notice of Violation (NOV) of
certain requirements of the Clean Air Act at these facilities relating to, among
other things, alleged emissions of volatile organic compounds from sources
constructed or modified since 1980. The Corporation is in the process of
negotiating a resolution of the allegations contained in the NOV with the EPA
and the state environmental agencies involved. Any settlements would entail the
payment of fines and agreement by the Corporation to install air emission
control equipment at certain of these facilities.
Approximately 220 suits involving 9,160 plaintiffs are currently pending in
several state courts in Mississippi. The suits allege a variety of torts
including nuisance, trespass and infliction of emotional distress primarily
related to the alleged discharge of dioxin into the Leaf River from a pulp mill
owned by a subsidiary of the Corporation. Three of these cases have been tried.
A total of $241,000 in compensatory damages and $4 million in punitive damages
were awarded to three plaintiffs in the first two cases (Simmons and Ferguson)
--------------------
with respect to certain claims. The jury found in favor of the Corporation with
respect to a fourth plaintiff. The Corporation appealed both judgments. On
July 8, 1993, in the third Mississippi dioxin case tried, (Beech/Williams), the
jury returned a verdict in favor of the Corporation on all counts. The
plaintiffs have appealed. In early 1994 two dioxin cases pending in federal
court in Mississippi were voluntarily dismissed with prejudice by the
plaintiffs.
On October 19, 1995, the Mississippi Supreme Court reversed the lower court
judgment in the Ferguson case and ordered judgment for the defendants. In
--------
Ferguson, compensatory damages of $200,000 and punitive damages of $3,000,000
- --------
had been assessed against the Corporation. The Mississippi Supreme Court ruled
that the plaintiffs failed to prove that the defendants had caused any emotional
distress or created a nuisance with respect to the plaintiffs' properties. The
Court also ruled that the plaintiffs had failed to show that the defendants'
conduct constituted intentional, willful, wanton or grossly negligent behavior.
No decision has been issued by the Mississippi Supreme Court in the other cases
on appeal, Simmons and Beech/Williams.
------- --------------
Although there can be no assurances as to the ultimate outcome of the
approximately 220 suits pending against the Corporation for alleged discharges
of dioxin based on the decision of the Mississippi Supreme Court in Ferguson the
--------
Corporation believes it has valid defenses to the remaining lawsuits. Suit has
been filed against the mill's insurance carriers seeking a declaratory judgment
to the effect that these dioxin claims are covered by various insurance policies
issued to the Corporation.
The Corporation and many other companies are defendants in suits brought in
various courts around the nation by plaintiffs who allege that they have
suffered personal injury as a result of exposure to asbestos-containing
products. The Corporation currently is defending claims of approximately 45,000
such plaintiffs and anticipates that additional suits or claims will be filed
against it over the next several years. These suits allege a variety of lung
and other diseases based on alleged exposure to products previously manufactured
by the Corporation. In many cases the plaintiffs are unable to demonstrate that
they have suffered any compensable loss as a result of such exposure.
The Corporation generally resolves asbestos cases by voluntary dismissal or
settlement for amounts it considers reasonable given the facts and circumstances
of each case. The amounts it has paid in settlement have been substantially
covered by product liability insurance, and the Corporation has insurance
available in amounts which it believes are adequate to cover substantially all
of the reasonably foreseeable damages and settlement amounts arising out of
claims and suits currently pending. The Corporation has further insurance
coverage available for the disposition of suits and claims that may be filed
against the Corporation in the future, but there can be no assurance that the
amounts of such insurance will ultimately be adequate to cover all future
claims. The Corporation has established reserves for liabilities and legal
defense costs it believes are probable and reasonably estimable with respect to
pending suits and claims. It also has recorded a receivable for expected
insurance recoveries with respect to such pending suits and claims.
On October 2, 1995, the Corporation was sued in an action in state court in
Mobile, Alabama (Bettner, et al. v. Georgia-Pacific Corporation) that seeks to
----------------------------------------------
certify a class of all persons currently owning structures in the United States
on which hardboard siding manufactured by the Corporation after January 1, 1980
has been installed. On January 3, 1996, the court entered an order of
conditional certification, which divided the "class" into two conditionally
certified subclasses. The two subclasses distinguish between the hardboard
siding manufactured at the Corporation's Catawba, South Carolina plant and the
hardboard siding formerly manufactured at the Corporation's Jarratt, Virginia
plant. The plaintiffs allege that the hardboard siding manufactured and
distributed by the Corporation was inadequately designed and manufactured and as
a consequence prematurely discolors and deteriorates. The plaintiffs also
dispute the validity and availability of the warranty issued with the product.
The plaintiffs seek unspecified compensatory and punitive damages, declaratory
relief regarding the availability of warranties, restitution and injunctive
relief.
On December 5, 1995, the Corporation was sued in a second state court action
in Choctaw County, Alabama (Henderson, et al. v. Georgia-Pacific Corporation),
------------------------------------------------
which also seeks to certify a national class (as well as certain subclasses) of
all present owners of real property to which the Corporation's hardboard siding
was or is attached. On December 6, 1995, the court entered an order
conditionally certifying a national class, containing the several subclasses
sought by the plaintiffs. On January 9, 1996, this action was removed to the
United States District Court for the Southern District of Alabama. The
plaintiffs have subsequently filed a motion to remand the case back to the state
court in Choctaw County, and the Corporation is opposing such motion. The
allegations brought by the plaintiffs are substantially similar to those raised
in the Bettner case. The plaintiffs seek unspecified monetary damages as well
-------
as various forms of equitable relief.
Although there can be no assurances as to the ultimate outcome of this
litigation, the Corporation believes that it has meritorious defenses to the
claims of plaintiffs, and that it has accepted and paid all valid warranty
claims of its customers.
Although the ultimate outcome of these environmental matters and legal
proceedings cannot be determined with certainty, based on presently available
information management believes that adequate reserves have been established for
probable losses with respect thereto, and that their ultimate outcome, after
taking such reserves into account, will not have a material adverse effect on
the consolidated financial position of the Corporation.
NOTE 11. RELATED PARTY TRANSACTIONS
The Corporation is a 50% partner in a joint venture (GA-MET) with Metropolitan
Life Insurance Company (Metropolitan). GA-MET owns and operates the
Corporation's main office building in Atlanta, Georgia. The Corporation
accounts for its investment in GA-MET under the equity method.
At December 31, 1995, GA-MET had an outstanding mortgage loan payable to
Metropolitan in the amount of $156 million. The note bears interest at 9-1/2%,
requires monthly payments of principal and interest through 2011 and is secured
by the land and building owned by the joint venture. In the event of
foreclosure, each partner has severally guaranteed payment of one-half of any
shortfall of collateral value to the outstanding secured indebtedness. Based on
the present market conditions and building occupancy, the likelihood of any
obligation to the Corporation with respect to this guarantee is considered
remote.
NOTE 12. UNAUDITED SELECTED QUARTERLY FINANCIAL DATA
<TABLE>
<CAPTION>
First Quarter Second Quarter
-----------------------------------
(Millions, except
per share amounts) 1995 1994 1995 1994
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $3,477 $ 2,942 $3,700 $ 3,187
Gross profit (net sales minus
cost of sales) 1,033 632 1,086 628
Income before extraordinary
item and accounting change* 232 56 265 14
Net income* 232 40 265 14
Income per share before
extraordinary item and
accounting change 2.59 .63 2.95 .16
Net income per share 2.59 .45 2.95 .16
Dividends declared per common share .40 .40 .50 .40
Price range of common stock
High 81.75 77.25 86.75 67.00
Low 71.13 63.00 75.88 56.75
- ---------------------------------------------------------------------------
<CAPTION>
Third Quarter Fourth Quarter
- ---------------------------------------------------------------------------
(Millions, except
per share amounts) 1995 1994 1995 1994
- ---------------------------------------------------------------------------
Net sales $3,705 $ 3,267 $3,410 $ 3,342
Gross profit (net sales minus
cost of sales) 1,187 771 949 920
Income before extraordinary
item and accounting change* 324 87 197 169
Net income* 324 87 197 169
Income per share before
extraordinary item and
accounting change 3.57 .98 2.17 1.89
Net income per share 3.57 .98 2.17 1.89
Dividends declared per common share .50 .40 .50 .40
Price range of common stock
High 95.75 79.00 87.88 78.50
Low 84.25 60.00 65.75 66.13
- ---------------------------------------------------------------------------
</TABLE>
* Includes after-tax gains primarily related to asset divestitures of $33
million in the 1994 first quarter.
Report of Independent Public Accountants
Georgia-Pacific Corporation and Subsidiaries
To the Shareholders and the Board of Directors of Georgia-Pacific Corporation:
We have audited the accompanying balance sheets of Georgia-Pacific Corporation
(a Georgia corporation) and subsidiaries as of December 31, 1995 and 1994 and
the related statements of income, shareholders' equity and cash flows for each
of the three years in the period ended December 31, 1995. These financial
statements are the responsibility of the Corporation's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Georgia-Pacific Corporation and
subsidiaries as of December 31, 1995 and 1994 and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1995 in conformity with generally accepted accounting principles.
/s/ Arthur Andersen LLP
- ------------------------
Arthur Andersen LLP
Atlanta, Georgia
February 9, 1996
Report on Management's Responsibilities
Georgia-Pacific Corporation and Subsidiaries
Management of Georgia-Pacific Corporation is responsible for the preparation,
integrity and fair presentation of the consolidated financial statements and the
estimates and judgments upon which certain amounts in the financial statements
are based. Management is also responsible for preparing the other financial
information included in this annual report. In our opinion, the financial
statements on the preceding pages have been prepared in conformity with
generally accepted accounting principles, and the other financial information in
this annual report is consistent with the financial statements.
Management is also responsible for establishing and maintaining a system of
internal control over financial reporting, which encompasses policies,
procedures and controls directly related to, and designed to provide reasonable
assurance as to, the reliability of the published financial statements. An
independent evaluation of the system is performed by the Corporation's internal
audit staff in order to confirm that the system is adequate and operating
effectively. The Corporation's independent public accountants also consider
certain elements of the internal control system in order to determine their
auditing procedures for the purpose of expressing an opinion on the financial
statements. Management has considered any significant recommendations regarding
the internal control system which have been brought to its attention by the
internal audit staff or independent public accountants and has taken steps it
deems appropriate to maintain a cost-effective internal control system. The
Audit Committee of the Board of Directors, consisting of independent directors,
provides oversight to the financial reporting process. The Corporation's
internal auditors and independent public accountants meet regularly with the
Audit Committee to discuss financial reporting and internal control issues and
have full and free access to the Audit Committee.
There are inherent limitations in the effectiveness of any system of internal
control, including the possibility of human error and the circumvention or
overriding of controls. Accordingly, even an effective internal control system
can provide only reasonable assurance with respect to financial statement
preparation. Furthermore, the effectiveness of an internal control system can
vary over time due to changes in conditions.
Management believes that as of December 31, 1995, the internal control system
over financial reporting is adequate and effective in all material respects.
/s/ James E. Terrell
- ---------------------
James E. Terrell
Vice President and Controller
/s/ John F. McGovern
- ---------------------
John F. McGovern
Executive Vice President - Finance
and Chief Financial Officer
/s/ A. D. Correll
- ------------------
A. D. Correll
Chairman and Chief Executive Officer
February 9, 1996
SELECTED FINANCIAL DATA - OPERATIONS
Georgia-Pacific Corporation and Subsidiaries
CASH DIVIDENDS TO EARNINGS
Cash dividends declared (common and preferred) divided by net income (loss).
EARNINGS TO INTEREST
Income (loss) from operations before income taxes, extraordinary items and
accounting changes plus interest expense divided by total interest cost
(interest expense plus capitalized interest). In the 1995, 1994, 1993, 1992,
1991 and 1990 calculations, respectively, the $37 million, $33 million, $29
million, $35 million, $59 million and $48 million cost of the accounts
receivable sale program was included in interest expense.
CASH FLOW TO INTEREST
Cash provided by continuing operations plus interest expense divided by total
interest cost (interest expense plus capitalized interest). In the 1995, 1993,
1991 and 1990 calculations, respectively, cash provided by continuing operations
excludes $(350) million, $(100) million, $(50) million and $850 million from the
accounts receivable sale program. In the 1995, 1994, 1993, 1992, 1991 and 1990
calculations, respectively, the $37 million, $33 million, $29 million, $35
million, $59 million and $48 million cost of the accounts receivable sale
program was included in interest expense.
EFFECTIVE INCOME TAX RATE
Provision (benefit) for income taxes divided by income (loss) from continuing
operations before income taxes, extraordinary items and accounting changes.
SELECTED FINANCIAL DATA - OPERATIONS
Georgia-Pacific Corporation and Subsidiaries
<TABLE>
<CAPTION>
Year ended December 31
-------------------------------------
(Dollar amounts, except per share,
and shares are in millions) 1995 1994 1993 1992
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operations
Net sales $14,292 $12,738 $12,287 $11,847
- ------------------------------------------------------------------------------
Costs and expenses
Cost of sales 10,037 9,787 9,684 9,397
Selling, general and administrative 1,401 1,237 1,277 1,170
Depreciation and depletion 762 746 764 789
Interest 395 453 513 565
Other (income) loss - (57) 26 -
- ------------------------------------------------------------------------------
Total costs and expenses 12,595 12,166 12,264 11,921
- ------------------------------------------------------------------------------
Income (loss) from continuing
operations before unusual items,
income taxes, extraordinary
items and accounting changes 1,697 572 23 (74)
Unusual items - - - -
Provision (benefit) for income taxes 679 246 41 (14)
- ------------------------------------------------------------------------------
Income (loss) from continuing
operations before extraordinary
items and accounting changes 1,018 326 (18) (60)
Loss from discontinued
operations, net of taxes - - - -
Extraordinary items and accounting
changes, net of taxes - (16) (16) (64)
- ------------------------------------------------------------------------------
Net income (loss) $ 1,018 $ 310 $ (34) $ (124)
==============================================================================
Cash provided by continuing
operations** $ 1,660 $ 842 $ 496 $ 868
==============================================================================
Other statistical data
Per common share
Income (loss) from continuing
operations before extraordinary
items and accounting changes $ 11.29 $ 3.66 $ (.21) $ (.69)
(Loss) from discontinued
operations - - - -
Extraordinary items and accounting
changes - (.18) (.18) (.74)
- ------------------------------------------------------------------------------
Net income (loss) $ 11.29 $ 3.48 $ (.39) $ (1.43)
==============================================================================
Dividends declared $ 1.90 $ 1.60 $ 1.60 $ 1.60
Average shares of common stock
outstanding 90.2 89.1 87.7 86.4
Shares of common stock outstanding
at year end 91.3 90.5 90.3 88.1
Cash dividends to earnings 17.0% 44.5% 100%+ 100%+
Earnings to interest 4.5 2.1 1.0 0.9
Cash flow to interest 4.4 2.7 1.9 2.4
Effective income tax rate 40.0% 43.0% 178.3% (18.9)%
==============================================================================
<CAPTION>
Year ended December 31
-------------------------------------
(Dollar amounts, except per share,
and shares are in millions) 1991 1990* 1989 1988
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operations
Net sales $11,524 $12,665 $10,171 $ 9,509
- ------------------------------------------------------------------------------
Costs and expenses
Cost of sales 9,164 9,738 7,621 7,452
Selling, general and administrative 1,137 951 689 632
Depreciation and depletion 724 699 514 450
Interest 584 606 260 197
Other (income) loss (344) (48) - -
- ------------------------------------------------------------------------------
Total costs and expenses 11,265 11,946 9,084 8,731
- ------------------------------------------------------------------------------
Income (loss) from continuing
operations before unusual items,
income taxes, extraordinary
items and accounting changes 259 719 1,087 778
Unusual items - - - -
Provision (benefit) for income taxes 293 354 426 311
- ------------------------------------------------------------------------------
Income (loss) from continuing
operations before extraordinary
items and accounting changes (34) 365 661 467
Loss from discontinued
operations, net of taxes - - - -
Extraordinary items and accounting
changes, net of taxes (108) - - -
- ------------------------------------------------------------------------------
Net income (loss) $ (142) $ 365 $ 661 $ 467
==============================================================================
Cash provided by continuing
operations** $ 630 $ 1,223 $ 1,358 $ 865
==============================================================================
Other statistical data
Per common share
Income (loss) from continuing
operations before extraordinary
items and accounting changes $ (.40) $ 4.28 $ 7.42 $ 4.76
(Loss) from discontinued
operations - - - -
Extraordinary items and accounting
changes (1.25) - - -
- ------------------------------------------------------------------------------
Net income (loss) $ (1.65) $ 4.28 $ 7.42 $ 4.76
==============================================================================
Dividends declared $ 1.60 $ 1.60 $ 1.45 $ 1.25
Average shares of common stock
outstanding 85.8 85.3 89.1 98.1
Shares of common stock outstanding
at year end 87.4 86.7 86.7 94.8
Cash dividends to earnings 100%+ 38.1% 19.7% 26.3%
Earnings to interest 1.4 2.0 5.0 4.4
Cash flow to interest 1.9 2.7 5.9 4.8
Effective income tax rate 113.1% 49.2% 39.2% 40.0%
==============================================================================
<CAPTION>
Year ended December 31
---------------------------
(Dollar amounts, except per share,
and shares are in millions) 1987 1986 1985
- --------------------------------------------------------------------
<S> <C> <C> <C>
Operations
Net sales $ 8,603 $ 7,223 $ 6,716
- --------------------------------------------------------------------
Costs and expenses
Cost of sales 6,777 5,783 5,553
Selling, general and administrative 583 511 431
Depreciation and depletion 387 339 310
Interest 124 138 132
Other (income) loss - - -
- --------------------------------------------------------------------
Total costs and expenses 7,871 6,771 6,426
- --------------------------------------------------------------------
Income (loss) from continuing
operations before unusual items,
income taxes, extraordinary
items and accounting changes 732 452 290
Unusual items 66 33 19
Provision (benefit) for income taxes 340 189 102
- --------------------------------------------------------------------
Income (loss) from continuing
operations before extraordinary
items and accounting changes 458 296 207
Loss from discontinued
operations, net of taxes - - (30)
Extraordinary items and accounting
changes, net of taxes - - 10
- --------------------------------------------------------------------
Net income (loss) $ 458 $ 296 $ 187
====================================================================
Cash provided by continuing
operations** $ 781 $ 575 $ 771
====================================================================
Other statistical data
Per common share
Income (loss) from continuing
operations before extraordinary
items and accounting changes $ 4.23 $ 2.70 $ 1.84
Loss from discontinued
operations - - (.29)
Extraordinary items and accounting
changes - - .10
- --------------------------------------------------------------------
Net income (loss) $ 4.23 $ 2.70 $ 1.65
====================================================================
Dividends declared $ 1.05 $ .85 $ .80
Average shares of common stock
outstanding 107.5 104.1 103.0
Shares of common stock outstanding
at year end 104.7 107.3 103.2
Cash dividends to earnings 25.1% 32.8% 49.7%
Earnings to interest 6.9 4.2 2.7
Cash flow to interest 6.8 4.9 5.6
Effective income tax rate 42.6% 39.0% 33.0%
====================================================================
</TABLE>
* The results of Great Northern Nekoosa Corporation and its subsidiaries have
been included beginning on March 9, 1990.
** Excludes the accounts receivable sale program.
SELECTED FINANCIAL DATA - FINANCIAL POSITION, END OF YEAR
Georgia-Pacific Corporation and Subsidiaries
BOOK VALUE PER COMMON SHARE
Shareholders' equity minus the unamortized discount on redeemable preferred
stock, divided by shares of common stock outstanding as of the end of the year.
TOTAL DEBT TO CAPITAL, BOOK BASIS
Total debt divided by the sum of total debt, deferred income taxes, other long-
term liabilities, redeemable preferred stock and shareholders' equity as of the
end of the year. Total debt includes bank overdrafts, commercial paper and
short-term notes, current portion of long-term debt, long-term debt and accounts
receivable sold.
TOTAL DEBT TO CAPITAL, MARKET BASIS
Total debt divided by the sum of total debt and the market value of
shareholders' equity as of the end of the year. Total debt includes bank
overdrafts, commercial paper and short-term notes, current portion of long-term
debt, long-term debt and accounts receivable sold. The value of shareholders'
equity is the market price of common stock multiplied by the number of common
stock shares outstanding.
CURRENT RATIO
Current assets divided by current liabilities as of the end of the year.
SELECTED FINANCIAL DATA - FINANCIAL POSITION, END OF YEAR
Georgia-Pacific Corporation and Subsidiaries
<TABLE>
<CAPTION>
Year ended December 31
--------------------------------------
(Dollar amounts, except per share,
and shares are in millions) 1995 1994 1993 1992
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Financial position, end of year
Current assets $ 2,595 $ 1,984 $ 1,646 $ 1,607
Timber and timberlands, net 1,374 1,363 1,381 1,402
Property, plant and equipment, net 6,013 5,488 5,448 5,831
Net assets of discontinued operations - - - -
Goodwill 1,714 1,773 1,832 1,891
Other assets 639 256 238 181
- ------------------------------------------------------------------------------
Total assets 12,335 10,864 10,545 10,912
- ------------------------------------------------------------------------------
Current liabilities 1,762 2,325 2,064 2,452
Long-term debt 4,704 3,904 4,157 4,019
Other long-term liabilities 1,203 825 827 731
Deferred income taxes 1,147 1,190 1,095 1,202
Redeemable preferred stock - - - -
- ------------------------------------------------------------------------------
Shareholders' equity $ 3,519 $ 2,620 $ 2,402 $ 2,508
- ------------------------------------------------------------------------------
Working capital $ 833 $ (341) $ (418) $ (845)
- ------------------------------------------------------------------------------
Other statistical data
Capital expenditures (including
acquisitions)** $ 1,339 $ 894 $ 467 $ 384
Capital expenditures (excluding
acquisitions)** 1,339 894 467 384
Per common share
Market price: High 95.75 79.00 75.00 72.00
Low 65.75 56.75 55.00 48.25
Year-end 68.63 71.50 68.75 62.38
Book value 38.54 28.95 26.60 28.47
Total debt to capital, book basis 49.3% 56.0% 57.0% 57.0%
Total debt to capital, market basis 47.2% 46.9% 48.0% 51.7%
Current ratio 1.5 .9 .8 .7
==============================================================================
<CAPTION>
Year ended December 31
--------------------------------------
(Dollar amounts, except per share,
and shares are in millions) 1991 1990* 1989 1988
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Financial position, end of year
Current assets $ 1,562 $ 1,766 $ 1,829 $ 1,892
Timber and timberlands, net 1,377 1,630 1,246 1,289
Property, plant and equipment, net 5,567 6,341 3,691 3,723
Net assets of discontinued operations - - - -
Goodwill 1,949 2,042 91 101
Other assets 174 284 202 113
- ------------------------------------------------------------------------------
Total assets 10,629 12,063 7,059 7,118
- ------------------------------------------------------------------------------
Current liabilities 2,722 2,535 924 1,013
Long-term debt 3,743 5,218 2,336 2,514
Other long-term liabilities 633 407 241 168
Deferred income taxes 795 928 841 788
Redeemable preferred stock - - - -
- ------------------------------------------------------------------------------
Shareholders' equity $ 2,736 $ 2,975 $ 2,717 $ 2,635
- ------------------------------------------------------------------------------
Working capital $ (1,160) $ (769) $ 905 $ 879
- ------------------------------------------------------------------------------
Other statistical data
Capital expenditures (including
acquisitions)** $ 528 $ 3,789 $ 499 $ 1,552
Capital expenditures (excluding
acquisitions)** 528 866 493 711
Per common share
Market price: High 60.25 52.13 62.00 42.88
Low 36.25 25.38 36.63 30.75
Year-end 53.63 37.25 48.50 36.88
Book value 31.30 34.31 31.35 27.79
Total debt to capital, book basis 60.1% 63.6% 40.1% 44.1%
Total debt to capital, market basis 57.2% 69.9% 37.7% 44.8%
Current ratio .6 .7 2.0 1.9
==============================================================================
<CAPTION>
Year ended December 31
----------------------------
(Dollar amounts, except per share,
and shares are in millions) 1987 1986 1985
- --------------------------------------------------------------------
<S> <C> <C> <C>
Financial position, end of year
Current assets $ 1,729 $ 1,420 $ 1,291
Timber and timberlands, net 915 844 804
Property, plant and equipment, net 3,048 2,691 2,606
Net assets of discontinued operations - - 11
Goodwill 92 - -
Other assets 90 160 154
- --------------------------------------------------------------------
Total assets 5,874 5,115 4,866
- --------------------------------------------------------------------
Current liabilities 996 837 631
Long-term debt 1,298 893 1,257
Other long-term liabilities 156 125 69
Deferred income taxes 744 695 606
Redeemable preferred stock - 113 156
- --------------------------------------------------------------------
Shareholders' equity $ 2,680 $ 2,452 $ 2,147
- --------------------------------------------------------------------
Working capital $ 733 $ 583 $ 660
- --------------------------------------------------------------------
Other statistical data
Capital expenditures (including
acquisitions)** $ 825 $ 482 $ 642
Capital expenditures (excluding
acquisitions)** 550 444 624
Per common share
Market price: High 52.75 41.25 27.38
Low 22.75 24.75 20.50
Year-end 34.50 37.00 26.50
Book value 25.59 22.70 20.59
Total debt to capital, book basis 31.4% 26.3% 32.0%
Total debt to capital, market basis 31.2% 23.3% 33.9%
Current ratio 1.7 1.7 2.0
====================================================================
</TABLE>
* The financial position of Great Northern Nekoosa Corporation and its
subsidiaries has been included beginning March 1990.
** Represents additions, at cost, to property, plant and equipment and timber
and timberlands.
SALES AND OPERATING PROFITS BY INDUSTRY SEGMENT
Georgia-Pacific Corporation and Subsidiaries
<TABLE>
<CAPTION>
Year ended December 31
-----------------------------------------------------
(Millions) 1995 1994 1993 1992
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales
Building products**
Wood panels $ 2,962 21% $3,159 25% $ 2,913 24% $ 2,543 22%
Lumber 2,251 16 2,556 20 2,672 22 2,055 17
Chemicals 372 3 334 3 267 2 240 2
Gypsum products 349 2 320 3 236 2 216 2
Other 1,365 9 1,192 9 979 8 1,058 9
- -----------------------------------------------------------------------------
7,299 51 7,561 60 7,067 58 6,112 52
- -----------------------------------------------------------------------------
Pulp and paper
Containerboard and
packaging 2,791 20 2,185 17 1,902 15 2,001 17
Communication papers 1,961 14 1,310 10 1,195 10 1,070 9
Tissue 871 6 740 6 713 6 682 6
Market pulp 1,207 8 772 6 579 5 681 6
Paper distribution
and envelopes - - 35 - 748 6 1,208 10
Other 113 1 96 1 51 - 69 -
- -----------------------------------------------------------------------------
6,943 49 5,138 40 5,188 42 5,711 48
- -----------------------------------------------------------------------------
Other operations 50 - 39 - 32 - 24 -
- -----------------------------------------------------------------------------
Continuing operations $14,292 100% $12,738 100% $12,287 100% $11,847 100%
=============================================================================
Operating results***
Building products $ 669 29% $ 989 81% $ 973 126% $ 691 100%
Pulp and paper 1,611 71 171 14 (187)(24) (8) (1)
Other operations 10 - 10 - 10 1 9 1
Other income (loss)**** - - 57 5 (26) (3) - -
- -----------------------------------------------------------------------------
Continuing operations $ 2,290 100% $1,227 100% $ 770 100% $ 692 100%
=============================================================================
<CAPTION>
Year ended December 31
-----------------------------------------------------
(Millions) 1991 1990* 1989 1988
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales
Building products**
Wood panels $ 2,097 18% $2,296 18% $ 2,488 24% $ 2,442 26%
Lumber 1,819 16 1,966 16 2,109 21 2,134 22
Chemicals 223 2 247 2 253 3 241 2
Gypsum products 222 2 270 2 299 3 305 3
Other 1,044 9 1,144 9 939 9 907 10
- -----------------------------------------------------------------------------
5,405 47 5,923 47 6,088 60 6,029 63
- -----------------------------------------------------------------------------
Pulp and paper
Containerboard and
packaging 2,008 17 2,440 19 1,578 15 1,433 15
Communication papers 1,134 10 1,360 11 983 10 796 8
Tissue 664 6 719 6 679 7 590 6
Market pulp 645 6 779 6 728 7 533 6
Paper distribution
and envelopes 1,218 10 1,027 8 - - - -
Other 420 4 377 3 74 1 84 1
- -----------------------------------------------------------------------------
6,089 53 6,702 53 4,042 40 3,436 36
- -----------------------------------------------------------------------------
Other operations 30 - 40 - 41 - 44 1
- -----------------------------------------------------------------------------
Continuing operations $11,524 100% $12,665 100% $10,171 100% $ 9,509 100%
=============================================================================
Operating results***
Building products $ 344 32% $ 423 29% $ 533 36% $ 428 41%
Pulp and paper 362 34 979 67 917 63 616 58
Other operations 17 2 17 1 15 1 10 1
Other income (loss)**** 344 32 48 3 - - - -
- -----------------------------------------------------------------------------
Continuing operations $ 1,067 100% $1,467 100% $ 1,465 100% $ 1,054 100%
=============================================================================
<CAPTION>
Year ended December 31
----------------------------------------
(Millions) 1987 1986 1985
- ---------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net sales
Building products**
Wood panels $ 2,355 28% $1,864 26% $ 1,666 25%
Lumber 2,002 23 1,676 23 1,434 21
Chemicals 189 2 155 2 173 3
Gypsum products 361 4 375 5 377 6
Other 848 10 783 11 820 12
- ---------------------------------------------------------------
5,755 67 4,853 67 4,470 67
- ---------------------------------------------------------------
Pulp and paper
Containerboard and
packaging 1,246 15 1,029 15 1,037 15
Communication papers 621 7 461 6 356 5
Tissue 539 6 502 7 514 8
Market pulp 314 4 221 3 157 2
Paper distribution
and envelopes - - - - - -
Other 90 1 68 1 70 1
- ---------------------------------------------------------------
2,810 33 2,281 32 2,134 31
- ---------------------------------------------------------------
Other operations 38 - 89 1 112 2
- ---------------------------------------------------------------
Continuing operations $ 8,603 100% $7,223 100% $ 6,716 100%
===============================================================
Operating results***
Building products $ 533 58% $ 500 73% $ 391 86%
Pulp and paper 383 41 146 22 29 6
Other operations 10 1 35 5 35 8
Other income (loss)**** - - - - - -
- ---------------------------------------------------------------
Continuing operations $ 926 100% $ 681 100% $ 455 100%
===============================================================
</TABLE>
* Sales and operating profits of Great Northern Nekoosa Corporation
and its subsidiaries have been included beginning on March 9, 1990.
** Building products sales include products manufactured by the
Corporation and products purchased and resold by the Corporation's
distribution division.
*** Operating results are before income taxes, interest, cost of
accounts receivable sale program, general corporate expenses,
unusual items, extraordinary items and accounting changes.
**** Other income (loss) includes a net $57 million pretax gain in 1994,
a net $26 million pretax loss in 1993, a net $344 million pretax
gain in 1991 and a net $48 million pretax gain in 1990 primarily
resulting from asset divestitures. If these amounts had been
included in segment operating profits, pulp and paper operating
profits would have been $204 million in 1994, $(213) million in
1993, $546 million in 1991 and $939 million in 1990; building
products operating profits would have been $1,013 million in 1994,
$504 million in 1991 and $511 million in 1990.
OPERATING STATISTICS
Georgia-Pacific Corporation and Subsidiaries
<TABLE>
<CAPTION>
Production
As of December 31, 1995
- -------------------------------------------------------------------------------
Number of Annual
Facilities Capacity 1995 1994 1993
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Pulp and paper
Paper (t.tons)
Containerboard and packaging
Linerboard and medium 4 3,020 3,067 3,105 3,030
Other paperboard 5 652 576 614 567
Kraft paper 2 342 302 345 343
Communication papers 7 2,191 2,114 2,064 2,119
Tissue 5 593 616 586 594
Groundwood papers - - - - -
Market pulp, shipments (t.tons) 6 2,070 1,871 1,977 1,940
- -------------------------------------------------------------------------------
Total paper and market pulp 29 8,868 8,546 8,691 8,593
Converting
Corrugated packaging (t.tons) 38 2,650 2,369 2,327 2,065
Tissue (t.tons) 6 605 574 544 543
Other 11
- --------------------------------------------
Total paper, market pulp
and converting 84
============================================
Building products
Wood panels
Softwood plywood (3/8'') (m.sq.ft.) 16 5,299 5,337 5,445 5,462
Hardwood plywood (sm) (m.sq.ft.) 2 600 429 448 477
Hardboard (1/8'') (m.sq.ft.) 8 1,397 1,296 1,365 1,388
Particleboard (3/4'') (m.sq.ft.) 9 1,382 1,145 1,190 1,089
Oriented strand board (3/8'')
(m.sq.ft.) 5 1,356 1,104 1,028 1,045
Panelboard (1/8'') (m.sq.ft.) 1 379 343 378 366
Softboard (1/2'') (m.sq.ft.) 1 250 221 241 247
Medium-density fiberboard (3/4'')
(m.sq.ft.) 1 100 84 95 98
Lumber (m.bd.ft.) 40 2,718 2,430 2,561 2,580
Moulding (m.bd.ft.)** - - 6 17 21
Gypsum board (m.sq.ft.) 10 3,255 2,754 2,786 2,409
Roofing-shingles (t.squares)*** - - - 959 7,274
Formaldehyde (m.lbs.) 15 2,226 1,985 2,006 1,809
Thermosetting resins (m.lbs.) 18 3,373 2,866 2,926 2,761
Other 15
- --------------------------------------------
Total building products 141
============================================
Distribution centers 127
Other operations 2
============================================
Resources (as of December 31)
North American timberlands (t.acres)
Owned 5,663 5,732 5,821
Controlled 417 681 681
===============================================================================
<CAPTION>
Production
1992 1991 1990* 1989
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Pulp and paper
Paper (t.tons)
Containerboard and packaging
Linerboard and medium 2,889 2,936 3,139 1,419
Other paperboard 526 522 544 555
Kraft paper 377 358 354 350
Communication papers 2,002 1,994 1,780 1,161
Tissue 576 556 553 519
Groundwood papers - 603 531 -
Market pulp, shipments (t.tons) 1,829 1,793 1,667 1,194
- -------------------------------------------------------------------------------
Total paper and market pulp 8,199 8,762 8,568 5,198
Converting
Corrugated packaging (t.tons) 1,917 1,816 2,225 1,258
Tissue (t.tons) 521 491 497 467
Other
- ---------------------------------------
Total paper, market pulp
and converting
=======================================
Building products
Wood panels
Softwood plywood (3/8'') (m.sq.ft.) 5,133 4,968 5,395 5,341
Hardwood plywood (sm) (m.sq.ft.) 458 424 437 420
Hardboard (1/8'') (m.sq.ft.) 1,330 1,202 1,203 1,203
Particleboard (3/4'') (m.sq.ft.) 977 932 984 1,062
Oriented strand board (3/8'')
(m.sq.ft.) 1,011 851 969 873
Panelboard (1/8'') (m.sq.ft.) 365 332 344 318
Softboard (1/2'') (m.sq.ft.) 234 237 252 242
Medium-density fiberboard (3/4'')
(m.sq.ft.) 92 79 88 74
Lumber (m.bd.ft.) 2,568 2,570 2,674 2,426
Moulding (m.bd.ft.)** 23 22 36 29
Gypsum board (m.sq.ft.) 2,112 1,955 2,309 2,403
Roofing-shingles (t.squares)*** 7,447 7,775 7,674 8,106
Formaldehyde (m.lbs.) 1,614 1,540 1,547 1,454
Thermosetting resins (m.lbs.) 2,571 2,377 2,470 2,372
Other
- ---------------------------------------
Total building products
=======================================
Distribution centers
Other operations
=======================================
Resources (as of December 31)
North American timberlands (t.acres)
Owned 5,942 5,969 8,203**** 5,430
Controlled 707 922 1,047**** 670
===============================================================================
<CAPTION>
Production
1988 1987 1986 1985
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Pulp and paper
Paper (t.tons)
Containerboard and packaging
Linerboard and medium 1,297 1,318 1,146 976
Other paperboard 458 393 368 368
Kraft paper 356 348 394 452
Communication papers 970 868 731 552
Tissue 511 490 496 476
Groundwood papers - - - -
Market pulp, shipments (t.tons) 870 718 611 587
- -------------------------------------------------------------------------------
Total paper and market pulp 4,462 4,135 3,746 3,411
Converting
Corrugated packaging (t.tons) 1,270 1,205 1,102 1,025
Tissue (t.tons) 462 446 437 432
Other
- ---------------------------------------
Total paper, market pulp
and converting
=======================================
Building products
Wood panels
Softwood plywood (3/8'') (m.sq.ft.) 5,545 5,050 4,706 4,414
Hardwood plywood (sm) (m.sq.ft.) 456 357 335 311
Hardboard (1/8'') (m.sq.ft.) 1,198 1,159 349 368
Particleboard (3/4'') (m.sq.ft.) 1,004 695 425 410
Oriented strand board (3/8'')
(m.sq.ft.) 793 652 525 173
Panelboard (1/8'') (m.sq.ft.) 330 295 248 290
Softboard (1/2'') (m.sq.ft.) 238 231 241 239
Medium-density fiberboard (3/4'')
(m.sq.ft.) 62 59 75 76
Lumber (m.bd.ft.) 2,324 1,956 1,784 1,684
Moulding (m.bd.ft.)** 30 30 8 -
Gypsum board (m.sq.ft.) 2,406 2,620 2,473 2,495
Roofing-shingles (t.squares)*** 7,155 6,976 7,361 7,789
Formaldehyde (m.lbs.) 1,394 1,309 1,233 1,188
Thermosetting resins (m.lbs.) 2,362 2,136 1,805 1,650
Other
- ---------------------------------------
Total building products
=======================================
Distribution centers
Other operations
=======================================
Resources (as of December 31)
North American timberlands (t.acres)
Owned 5,480 4,910 4,700 4,760
Controlled 1,010 670 530 480
===============================================================================
</TABLE>
sm = surface measure basis
t = thousands
m = millions
The Corporation has 225 manufacturing facilities in the United States, one
recycled-paper mill and one particleboard plant in Canada.
* The production of Great Northern Nekoosa facilities has been included
beginning on March 9, 1990.
** Moulding operations closed June 2, 1995.
*** Roofing operations were sold in February 1994.
**** Excludes 540,000 fee acres and 98,000 controlled acres of timberland sold
in January 1991.
/
INVESTOR INFORMATION
Georgia-Pacific Corporation and Subsidiaries
CORPORATE HEADQUARTERS
Georgia-Pacific Center, 133 Peachtree Street, N.E.,
Atlanta, Georgia 30303
STOCK EXCHANGES AND SYMBOLS
Georgia-Pacific Corporation Common Stock is listed on the New York Stock
Exchange ("NYSE"). The Corporation's NYSE symbol is "GP"; however, the stock
is quoted as "GaPac" in stock table listings in newspapers. G-P options are
traded on the Philadelphia Stock Exchange.
TRANSFER AGENT AND REGISTRAR
First Chicago Trust Company of New York
Post Office Box 2500
Jersey City, New Jersey 07303-2500
SHAREHOLDER INFORMATION
For shareholder information, contact the Transfer Agent and Registrar, First
Chicago Trust Company of New York, at Post Office Box 2500, Jersey City, New
Jersey 07303-2500, or telephone (800) 519-3111.
Registered G-P shareholders are eligible to participate in the G-P Dividend
Reinvestment Plan. For information on the Plan, contact the Plan agent, First
Chicago Trust Company of New York, Post Office Box 2500, Jersey City, New Jersey
07303-2500.
Number of shareholders of record at December 29, 1995: 42,775.
FINANCIAL INFORMATION
A copy of the Georgia-Pacific 1995 Annual Report to the Securities and Exchange
Commission on Form 10-K will be supplied without charge. Annual Statistical
Updates are also available. Effective with the release of the first quarter 1996
earnings, requests for current quarterly financial results should be directed to
(800) 340-2384. Copies of corporate news releases are available through fax-on-
demand by telephoning (800) 758-5804, extension 357498. All other requests for
financial information should be directed to: Investor Relations, Georgia-Pacific
Corporation, P.O. Box 105605, Atlanta, Georgia 30348, or telephone (404) 652-
5555.
Georgia-Pacific is an equal opportunity employer.
<PAGE> 1
EXHIBIT 21
GEORGIA-PACIFIC CORPORATION SUBSIDIARIES
The following table lists each subsidiary of the Registrant as of March 1, 1996
indented under the name of its immediate parent, the percentage of each
subsidiary's voting securities beneficially owned by its immediate parent and
the jurisdiction under the laws of which each subsidiary was organized:
Each subsidiary is included in the consolidated financial statements of the
Registrant.
GEORGIA-PACIFIC CORPORATION
AND SUBSIDIARIES
% of Voting
Name Securities Jurisdiction
Georgia-Pacific Corporation - Georgia
A) Amador Central Railroad 100 California
B) Arkansas Louisiana & Mississippi
Railroad Company 100 Delaware
C) Ashley, Drew & Northern Railway
Company 100 Arkansas
C) Blue Rapids Railway Company 100 Kansas
E) Brunswick Pulp & Paper Company 100 Delaware
1) Brunswick Chemical Company, Inc. 100 Delaware
F) Brunswick Pulp Land Company, Inc. 100 Delaware
G) Eastern Consolidated Paper Co. 100 Delaware
H) Fordyce and Princeton R. R. Co. 100 Arkansas
I) Georgia-Pacific Development Company 100 Delaware
1) Dunes West Joint Venture,
A Partnership 100 1 South Carolina
a) Dunes West Recreation
Association, Inc. 100 Delaware
J) Georgia-Pacific Holdings, Inc. 100 Delaware
K) Georgia-Pacific Investment Company 100 Oregon
L) Georgia-Pacific Pulpwood Company 100 Delaware
M) Georgia-Pacific Resins, Inc. 100 Delaware
N) Georgia-Pacific West, Inc. 100 Oregon
1) Aztec Trading Company, S.A. 100 Panama
2) G-P Flakeboard Limited 67 Ontario
3) Georgia-Pacific Asia, Inc. 100 Delaware
a) Georgia-Pacific-Asia (H. K.)
Limited 100 Hong Kong
4) Georgia-Pacific Building Materials 100 New Brunswick
Sales, Ltd.
5) Georgia-Pacific Canada, Inc. 100 Ontario
6) Georgia-Pacific de Mexico, S. de
R. L. de C. V. 100 2 Mexico
7) Georgia-Pacific Foreign Sales
Corporation 100 Barbados
8) Georgia-Pacific Global Corporation 100 Oregon
a) GPSP, Inc. 100 Delaware
9) Georgia-Pacific GmbH 100 Germany
10) Georgia-Pacific Italia S.r.l. 100 3 Italy
11) Georgia-Pacific SA 100 Switzerland
12) Georgia-Pacific U.K. Limited 100 England
13) Georgia Steamship Company, Inc. 100 Delaware
14) St. Croix Pulpwood, Limited 100 New Brunswick
O) Georgia Temp, Inc. 100 Delaware
P) Gloster Southern Railroad Company 100 Delaware
Q) Great Northern Nekoosa Corporation 100 Maine
1) G-P Envelope Holdings, Inc. 100 Delaware
2) Chattahoochee Industrial Railroad 100 Georgia
3) Envases Industriales de Costa Rica,
S.A. 33.33 Costa Rica
4) Fipasa-Fibras, Panama, S.A. 50 Panama
5) Great Southern Paper Company 100 Georgia
6) Industria Panamena de Papel, S.A. 50 Panama
7) Leaf River Corporation 100 Delaware
a) Leaf River Forest Products, Inc. 100 Delaware
i) Old Augusta Railroad Company 100 Mississippi
8) Nekoosa Packaging Corporation 100 Delaware
a) Nekoosa Packaging Mexican
Paper Corporation 100 Delaware
9) Nekoosa Papers Inc. 100 Wisconsin
a)Georgia-Pacific Britain, L.L.C. 100 4 Delaware
R) Mill Services and Manufacturing, Inc. 100 Delaware
S) Phoenix Athletic Club, Inc. 100 Georgia
T) Saint Croix Water Power Company, The 100 New Brunswick
U) Southwest Millwork and Specialties, Inc. 100 Delaware
1) Maderas Howrey S. A. de C. V. 100 5 Mexico
V) Sprague's Falls Manufacturing Company
(Limited), The 100 Canada
W) St. Croix Water Power Company 100 Maine
X) Thacker Land Company 57 West Virginia
Y) Tomahawk Land Company 100 Delaware
Z) XRS, Inc. 100 Delaware
Notes
1 50% of the partnership of Dunes West Joint Venture is owned by Georgia-
Pacific Development Company and 50% is owned by Georgia-Pacific Investment
Company.
2 Georgia-Pacific de Mexico, S. de R. L. de C. V. is owned by Georgia-Pacific
West, Inc. and Georgia-Pacific Investment Company.
3 99% of the stock of Georgia-Pacific Italia S.r.l. is issued to Georgia-
Pacific West, Inc. and the remaining 1% is issued to Georgia-Pacific
Holdings, Inc. Georgia-Pacific Italia S.r.l. is in liquidation effective
December 31, 1994.
4 90% of Georgia-Pacific Britain, L.L.C. is owned by Nekoosa Papers Inc. and
10% is owned by Great Northern Nekoosa Corporation.
<PAGE> 3
5 99.6% of Series A stock of Maderas Howrey S. A. de C. V. is issued to
Southwest Millwork and Specialties, Inc. and the remaining .4% is issued to
Eastern Consolidated Paper Co., Georgia-Pacific Pulpwood Company, Georgia-
Pacific Holdings, Inc. and Georgia-Pacific West, Inc. in equal parts. 100%
of Series B stock and 100% of Series C stock of Maderas Howrey S. A.
de C.V. are issued to Southwest Millwork and Specialties, Inc.
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
reports included or incorporated by reference in this Annual Report on Form 10-
K, into Georgia-Pacific Corporation's previously filed Registration Statement
No. 2-93184; Registration Statement No. 2-99381; Registration Statement No. 2-
97165; Registration Statement No. 2-99380; Registration Statement No. 2-76072;
Registration Statement No. 2-68688; Registration Statement No. 33-5964;
Registration Statement No. 33-16528; Registration Statement No. 33-18482;
Registration Statement No. 33-21018; Registration Statement No. 33-23776;
Registration Statement No. 33-25446; Registration Statement No. 33-26985;
Registration Statement No. 33-11341; Registration Statement No. 33-37930;
Registration Statement No. 33-38561; Registration Statement No. 33-48331;
Registration Statement No. 33-48329; Registration Statement No. 33-48330;
Registration Statement No. 33-34810; Registration Statement No. 33-39693;
Registration Statement No. 33-43453; Registration Statement No. 33-45892;
Registration Statement No. 33-48041; Registration Statement No. 33-51182;
Registration Statement No. 33-52815; Registration Statement No. 33-52823;
Registration Statement No. 33-62498; Registration Statement No. 33-58664;
Registration Statement No. 33-65208; Registration Statement No. 33-48328; Post-
Effective Amendment No. 1 to Registration Statement No. 2-64516; and Post-
Effective Amendment No. 5 (with respect to the 1974 Employee Stock Option Plan),
Post-Effective Amendment No. 6 (with respect to the Savings and Capital Growth
Plan); Post-Effective Amendment No. 7 (with respect to the Savings and Capital
Growth Plan) to Registration Statement No. 2-53427; Registration Statement No.
33-59057; Registration Statement No. 33-60933; Registration Statement No. 33-
60127 and Registration Statement No. 33-64673.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Atlanta, Georgia
March 12, 1996
<PAGE> 1
EXHIBIT 24
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) a Registration Statement on Form S-3 covering $250,000,000 aggregate
principal amount of unsubordinated non-convertible unsecured debt securities of
the Corporation, and any and all amendments to, and supplements to any
prospectus contained in, such Registration Statement and any and all instruments
and documents filed as a part of or in connection with such amendments or
supplements; (2) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statement on Form S-3 No. 33-64673 (related to
$250,000,000 aggregate principal amount of debt securities of the Corporation),
the Registration Statements on Form S-8, Nos. 2-61238, 2-68688, 2-76072, 2-
93184, 33-11341, 33-26985, 33-39693, 33-62498, 33-60933 (related to the 1978,
1980, 1982, 1984, 1987, 1989, 1991, 1993 and 1995 Employee Stock Purchase
Plans), Nos. 2-99380, 33-58664, 33-52823 (related to the 1984, 1993 and 1994
Employee Stock Option Plans), No. 33-48328 (related to the Georgia-Pacific
Corporation Savings and Capital Growth Plan), No. 33-52815 (related to the
Georgia-Pacific Corporation Hourly 401(k) Savings Plan), No. 33-48329 (related
to the Georgia-Pacific Corporation (GNN) Investment Plan For Union Employees),
No. 33-48330 (related to the Georgia-Pacific Corporation Investment Plan For
Certain Non-Union Hourly Employees of Butler Paper Company and Leaf River Forest
Products, Inc.), No. 33-48331 (related to the Georgia-Pacific Corporation
Supplemental Hourly 401(K) Savings Plan) and No. 33-59057 (related to the 1995
Shareholder Value Incentive Plan) filed with the Securities and Exchange
Commission (the "Commission"), and any and all instruments and documents filed
as a part of or in connection with such amendments or supplements; (3) the
Corporation's Annual Report on Form 10-K for the year ended December 31, 1995;
and (4) any other reports or registration statements to be filed by the
Corporation with the Commission and/or any national securities exchange under
the Securities Exchange Act of 1934, as amended, and any and all amendments
thereto, and any and all instruments and documents filed as part of or in
connection with such reports or registration statements or reports or amendments
thereto; and in connection with the foregoing, to do any and all acts and things
and execute any and all instruments which such attorneys-in-fact and agents may
deem necessary or advisable to enable this Corporation to comply with the
securities laws of the United States and of any State or other political
subdivision thereof; hereby ratifying and confirming all that such attorneys-in-
fact and agents, or any one of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
day of February, 1996.
/s/ ROBERT CARSWELL
-------------------------
ROBERT CARSWELL
<PAGE> 2
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) a Registration Statement on Form S-3 covering $250,000,000 aggregate
principal amount of unsubordinated non-convertible unsecured debt securities of
the Corporation, and any and all amendments to, and supplements to any
prospectus contained in, such Registration Statement and any and all instruments
and documents filed as a part of or in connection with such amendments or
supplements; (2) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statement on Form S-3 No. 33-64673 (related to
$250,000,000 aggregate principal amount of debt securities of the Corporation),
the Registration Statements on Form S-8, Nos. 2-61238, 2-68688, 2-76072, 2-
93184, 33-11341, 33-26985, 33-39693, 33-62498, 33-60933 (related to the 1978,
1980, 1982, 1984, 1987, 1989, 1991, 1993 and 1995 Employee Stock Purchase
Plans), Nos. 2-99380, 33-58664, 33-52823 (related to the 1984, 1993 and 1994
Employee Stock Option Plans), No. 33-48328 (related to the Georgia-Pacific
Corporation Savings and Capital Growth Plan), No. 33-52815 (related to the
Georgia-Pacific Corporation Hourly 401(k) Savings Plan), No. 33-48329 (related
to the Georgia-Pacific Corporation (GNN) Investment Plan For Union Employees),
No. 33-48330 (related to the Georgia-Pacific Corporation Investment Plan For
Certain Non-Union Hourly Employees of Butler Paper Company and Leaf River Forest
Products, Inc.), No. 33-48331 (related to the Georgia-Pacific Corporation
Supplemental Hourly 401(K) Savings Plan) and No. 33-59057 (related to the 1995
Shareholder Value Incentive Plan) filed with the Securities and Exchange
Commission (the "Commission"), and any and all instruments and documents filed
as a part of or in connection with such amendments or supplements; (3) the
Corporation's Annual Report on Form 10-K for the year ended December 31, 1995;
and (4) any other reports or registration statements to be filed by the
Corporation with the Commission and/or any national securities exchange under
the Securities Exchange Act of 1934, as amended, and any and all amendments
thereto, and any and all instruments and documents filed as part of or in
connection with such reports or registration statements or reports or amendments
thereto; and in connection with the foregoing, to do any and all acts and things
and execute any and all instruments which such attorneys-in-fact and agents may
deem necessary or advisable to enable this Corporation to comply with the
securities laws of the United States and of any State or other political
subdivision thereof; hereby ratifying and confirming all that such attorneys-in-
fact and agents, or any one of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
day of February, 1996.
/s/ JEWEL PLUMMER COBB
-------------------------
JEWEL PLUMMER COBB
<PAGE> 3
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) a Registration Statement on Form S-3 covering $250,000,000 aggregate
principal amount of unsubordinated non-convertible unsecured debt securities of
the Corporation, and any and all amendments to, and supplements to any
prospectus contained in, such Registration Statement and any and all instruments
and documents filed as a part of or in connection with such amendments or
supplements; (2) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statement on Form S-3 No. 33-64673 (related to
$250,000,000 aggregate principal amount of debt securities of the Corporation),
the Registration Statements on Form S-8, Nos. 2-61238, 2-68688, 2-76072, 2-
93184, 33-11341, 33-26985, 33-39693, 33-62498, 33-60933 (related to the 1978,
1980, 1982, 1984, 1987, 1989, 1991, 1993 and 1995 Employee Stock Purchase
Plans), Nos. 2-99380, 33-58664, 33-52823 (related to the 1984, 1993 and 1994
Employee Stock Option Plans), No. 33-48328 (related to the Georgia-Pacific
Corporation Savings and Capital Growth Plan), No. 33-52815 (related to the
Georgia-Pacific Corporation Hourly 401(k) Savings Plan), No. 33-48329 (related
to the Georgia-Pacific Corporation (GNN) Investment Plan For Union Employees),
No. 33-48330 (related to the Georgia-Pacific Corporation Investment Plan For
Certain Non-Union Hourly Employees of Butler Paper Company and Leaf River Forest
Products, Inc.), No. 33-48331 (related to the Georgia-Pacific Corporation
Supplemental Hourly 401(K) Savings Plan) and No. 33-59057 (related to the 1995
Shareholder Value Incentive Plan) filed with the Securities and Exchange
Commission (the "Commission"), and any and all instruments and documents filed
as a part of or in connection with such amendments or supplements; (3) the
Corporation's Annual Report on Form 10-K for the year ended December 31, 1995;
and (4) any other reports or registration statements to be filed by the
Corporation with the Commission and/or any national securities exchange under
the Securities Exchange Act of 1934, as amended, and any and all amendments
thereto, and any and all instruments and documents filed as part of or in
connection with such reports or registration statements or reports or amendments
thereto; and in connection with the foregoing, to do any and all acts and things
and execute any and all instruments which such attorneys-in-fact and agents may
deem necessary or advisable to enable this Corporation to comply with the
securities laws of the United States and of any State or other political
subdivision thereof; hereby ratifying and confirming all that such attorneys-in-
fact and agents, or any one of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
day of February, 1996.
/s/ JANE EVANS
----------------------
JANE EVANS
<PAGE> 4
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) a Registration Statement on Form S-3 covering $250,000,000 aggregate
principal amount of unsubordinated non-convertible unsecured debt securities of
the Corporation, and any and all amendments to, and supplements to any
prospectus contained in, such Registration Statement and any and all instruments
and documents filed as a part of or in connection with such amendments or
supplements; (2) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statement on Form S-3 No. 33-64673 (related to
$250,000,000 aggregate principal amount of debt securities of the Corporation),
the Registration Statements on Form S-8, Nos. 2-61238, 2-68688, 2-76072, 2-
93184, 33-11341, 33-26985, 33-39693, 33-62498, 33-60933 (related to the 1978,
1980, 1982, 1984, 1987, 1989, 1991, 1993 and 1995 Employee Stock Purchase
Plans), Nos. 2-99380, 33-58664, 33-52823 (related to the 1984, 1993 and 1994
Employee Stock Option Plans), No. 33-48328 (related to the Georgia-Pacific
Corporation Savings and Capital Growth Plan), No. 33-52815 (related to the
Georgia-Pacific Corporation Hourly 401(k) Savings Plan), No. 33-48329 (related
to the Georgia-Pacific Corporation (GNN) Investment Plan For Union Employees),
No. 33-48330 (related to the Georgia-Pacific Corporation Investment Plan For
Certain Non-Union Hourly Employees of Butler Paper Company and Leaf River Forest
Products, Inc.), No. 33-48331 (related to the Georgia-Pacific Corporation
Supplemental Hourly 401(K) Savings Plan) and No. 33-59057 (related to the 1995
Shareholder Value Incentive Plan) filed with the Securities and Exchange
Commission (the "Commission"), and any and all instruments and documents filed
as a part of or in connection with such amendments or supplements; (3) the
Corporation's Annual Report on Form 10-K for the year ended December 31, 1995;
and (4) any other reports or registration statements to be filed by the
Corporation with the Commission and/or any national securities exchange under
the Securities Exchange Act of 1934, as amended, and any and all amendments
thereto, and any and all instruments and documents filed as part of or in
connection with such reports or registration statements or reports or amendments
thereto; and in connection with the foregoing, to do any and all acts and things
and execute any and all instruments which such attorneys-in-fact and agents may
deem necessary or advisable to enable this Corporation to comply with the
securities laws of the United States and of any State or other political
subdivision thereof; hereby ratifying and confirming all that such attorneys-in-
fact and agents, or any one of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
day of February, 1996.
/s/ DONALD V. FITES
--------------------
DONALD V. FITES
<PAGE> 5
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) a Registration Statement on Form S-3 covering $250,000,000 aggregate
principal amount of unsubordinated non-convertible unsecured debt securities of
the Corporation, and any and all amendments to, and supplements to any
prospectus contained in, such Registration Statement and any and all instruments
and documents filed as a part of or in connection with such amendments or
supplements; (2) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statement on Form S-3 No. 33-64673 (related to
$250,000,000 aggregate principal amount of debt securities of the Corporation),
the Registration Statements on Form S-8, Nos. 2-61238, 2-68688, 2-76072, 2-
93184, 33-11341, 33-26985, 33-39693, 33-62498, 33-60933 (related to the 1978,
1980, 1982, 1984, 1987, 1989, 1991, 1993 and 1995 Employee Stock Purchase
Plans), Nos. 2-99380, 33-58664, 33-52823 (related to the 1984, 1993 and 1994
Employee Stock Option Plans), No. 33-48328 (related to the Georgia-Pacific
Corporation Savings and Capital Growth Plan), No. 33-52815 (related to the
Georgia-Pacific Corporation Hourly 401(k) Savings Plan), No. 33-48329 (related
to the Georgia-Pacific Corporation (GNN) Investment Plan For Union Employees),
No. 33-48330 (related to the Georgia-Pacific Corporation Investment Plan For
Certain Non-Union Hourly Employees of Butler Paper Company and Leaf River Forest
Products, Inc.), No. 33-48331 (related to the Georgia-Pacific Corporation
Supplemental Hourly 401(K) Savings Plan) and No. 33-59057 (related to the 1995
Shareholder Value Incentive Plan) filed with the Securities and Exchange
Commission (the "Commission"), and any and all instruments and documents filed
as a part of or in connection with such amendments or supplements; (3) the
Corporation's Annual Report on Form 10-K for the year ended December 31, 1995;
and (4) any other reports or registration statements to be filed by the
Corporation with the Commission and/or any national securities exchange under
the Securities Exchange Act of 1934, as amended, and any and all amendments
thereto, and any and all instruments and documents filed as part of or in
connection with such reports or registration statements or reports or amendments
thereto; and in connection with the foregoing, to do any and all acts and things
and execute any and all instruments which such attorneys-in-fact and agents may
deem necessary or advisable to enable this Corporation to comply with the
securities laws of the United States and of any State or other political
subdivision thereof; hereby ratifying and confirming all that such attorneys-in-
fact and agents, or any one of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
day of February, 1996.
/s/ HARVEY C. FRUEHAUF, JR.
-------------------------
HARVEY C. FRUEHAUF, JR.
<PAGE> 6
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) a Registration Statement on Form S-3 covering $250,000,000 aggregate
principal amount of unsubordinated non-convertible unsecured debt securities of
the Corporation, and any and all amendments to, and supplements to any
prospectus contained in, such Registration Statement and any and all instruments
and documents filed as a part of or in connection with such amendments or
supplements; (2) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statement on Form S-3 No. 33-64673 (related to
$250,000,000 aggregate principal amount of debt securities of the Corporation),
the Registration Statements on Form S-8, Nos. 2-61238, 2-68688, 2-76072, 2-
93184, 33-11341, 33-26985, 33-39693, 33-62498, 33-60933 (related to the 1978,
1980, 1982, 1984, 1987, 1989, 1991, 1993 and 1995 Employee Stock Purchase
Plans), Nos. 2-99380, 33-58664, 33-52823 (related to the 1984, 1993 and 1994
Employee Stock Option Plans), No. 33-48328 (related to the Georgia-Pacific
Corporation Savings and Capital Growth Plan), No. 33-52815 (related to the
Georgia-Pacific Corporation Hourly 401(k) Savings Plan), No. 33-48329 (related
to the Georgia-Pacific Corporation (GNN) Investment Plan For Union Employees),
No. 33-48330 (related to the Georgia-Pacific Corporation Investment Plan For
Certain Non-Union Hourly Employees of Butler Paper Company and Leaf River Forest
Products, Inc.), No. 33-48331 (related to the Georgia-Pacific Corporation
Supplemental Hourly 401(K) Savings Plan) and No. 33-59057 (related to the 1995
Shareholder Value Incentive Plan) filed with the Securities and Exchange
Commission (the "Commission"), and any and all instruments and documents filed
as a part of or in connection with such amendments or supplements; (3) the
Corporation's Annual Report on Form 10-K for the year ended December 31, 1995;
and (4) any other reports or registration statements to be filed by the
Corporation with the Commission and/or any national securities exchange under
the Securities Exchange Act of 1934, as amended, and any and all amendments
thereto, and any and all instruments and documents filed as part of or in
connection with such reports or registration statements or reports or amendments
thereto; and in connection with the foregoing, to do any and all acts and things
and execute any and all instruments which such attorneys-in-fact and agents may
deem necessary or advisable to enable this Corporation to comply with the
securities laws of the United States and of any State or other political
subdivision thereof; hereby ratifying and confirming all that such attorneys-in-
fact and agents, or any one of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
day of February, 1996.
/s/ RICHARD V. GIORDANO
------------------------
RICHARD V. GIORDANO
<PAGE> 7
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) a Registration Statement on Form S-3 covering $250,000,000 aggregate
principal amount of unsubordinated non-convertible unsecured debt securities of
the Corporation, and any and all amendments to, and supplements to any
prospectus contained in, such Registration Statement and any and all instruments
and documents filed as a part of or in connection with such amendments or
supplements; (2) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statement on Form S-3 No. 33-64673 (related to
$250,000,000 aggregate principal amount of debt securities of the Corporation),
the Registration Statements on Form S-8, Nos. 2-61238, 2-68688, 2-76072, 2-
93184, 33-11341, 33-26985, 33-39693, 33-62498, 33-60933 (related to the 1978,
1980, 1982, 1984, 1987, 1989, 1991, 1993 and 1995 Employee Stock Purchase
Plans), Nos. 2-99380, 33-58664, 33-52823 (related to the 1984, 1993 and 1994
Employee Stock Option Plans), No. 33-48328 (related to the Georgia-Pacific
Corporation Savings and Capital Growth Plan), No. 33-52815 (related to the
Georgia-Pacific Corporation Hourly 401(k) Savings Plan), No. 33-48329 (related
to the Georgia-Pacific Corporation (GNN) Investment Plan For Union Employees),
No. 33-48330 (related to the Georgia-Pacific Corporation Investment Plan For
Certain Non-Union Hourly Employees of Butler Paper Company and Leaf River Forest
Products, Inc.), No. 33-48331 (related to the Georgia-Pacific Corporation
Supplemental Hourly 401(K) Savings Plan) and No. 33-59057 (related to the 1995
Shareholder Value Incentive Plan) filed with the Securities and Exchange
Commission (the "Commission"), and any and all instruments and documents filed
as a part of or in connection with such amendments or supplements; (3) the
Corporation's Annual Report on Form 10-K for the year ended December 31, 1995;
and (4) any other reports or registration statements to be filed by the
Corporation with the Commission and/or any national securities exchange under
the Securities Exchange Act of 1934, as amended, and any and all amendments
thereto, and any and all instruments and documents filed as part of or in
connection with such reports or registration statements or reports or amendments
thereto; and in connection with the foregoing, to do any and all acts and things
and execute any and all instruments which such attorneys-in-fact and agents may
deem necessary or advisable to enable this Corporation to comply with the
securities laws of the United States and of any State or other political
subdivision thereof; hereby ratifying and confirming all that such attorneys-in-
fact and agents, or any one of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
day of February, 1996.
/s/ DAVID R. GOODE
-------------------
DAVID R. GOODE
<PAGE> 8
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) a Registration Statement on Form S-3 covering $250,000,000 aggregate
principal amount of unsubordinated non-convertible unsecured debt securities of
the Corporation, and any and all amendments to, and supplements to any
prospectus contained in, such Registration Statement and any and all instruments
and documents filed as a part of or in connection with such amendments or
supplements; (2) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statement on Form S-3 No. 33-64673 (related to
$250,000,000 aggregate principal amount of debt securities of the Corporation),
the Registration Statements on Form S-8, Nos. 2-61238, 2-68688, 2-76072, 2-
93184, 33-11341, 33-26985, 33-39693, 33-62498, 33-60933 (related to the 1978,
1980, 1982, 1984, 1987, 1989, 1991, 1993 and 1995 Employee Stock Purchase
Plans), Nos. 2-99380, 33-58664, 33-52823 (related to the 1984, 1993 and 1994
Employee Stock Option Plans), No. 33-48328 (related to the Georgia-Pacific
Corporation Savings and Capital Growth Plan), No. 33-52815 (related to the
Georgia-Pacific Corporation Hourly 401(k) Savings Plan), No. 33-48329 (related
to the Georgia-Pacific Corporation (GNN) Investment Plan For Union Employees),
No. 33-48330 (related to the Georgia-Pacific Corporation Investment Plan For
Certain Non-Union Hourly Employees of Butler Paper Company and Leaf River Forest
Products, Inc.), No. 33-48331 (related to the Georgia-Pacific Corporation
Supplemental Hourly 401(K) Savings Plan) and No. 33-59057 (related to the 1995
Shareholder Value Incentive Plan) filed with the Securities and Exchange
Commission (the "Commission"), and any and all instruments and documents filed
as a part of or in connection with such amendments or supplements; (3) the
Corporation's Annual Report on Form 10-K for the year ended December 31, 1995;
and (4) any other reports or registration statements to be filed by the
Corporation with the Commission and/or any national securities exchange under
the Securities Exchange Act of 1934, as amended, and any and all amendments
thereto, and any and all instruments and documents filed as part of or in
connection with such reports or registration statements or reports or amendments
thereto; and in connection with the foregoing, to do any and all acts and things
and execute any and all instruments which such attorneys-in-fact and agents may
deem necessary or advisable to enable this Corporation to comply with the
securities laws of the United States and of any State or other political
subdivision thereof; hereby ratifying and confirming all that such attorneys-in-
fact and agents, or any one of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
day of February, 1996.
/s/ T. MARSHALL HAHN, JR.
-------------------------
T. MARSHALL HAHN, JR.
<PAGE> 9
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) a Registration Statement on Form S-3 covering $250,000,000 aggregate
principal amount of unsubordinated non-convertible unsecured debt securities of
the Corporation, and any and all amendments to, and supplements to any
prospectus contained in, such Registration Statement and any and all instruments
and documents filed as a part of or in connection with such amendments or
supplements; (2) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statement on Form S-3 No. 33-64673 (related to
$250,000,000 aggregate principal amount of debt securities of the Corporation),
the Registration Statements on Form S-8, Nos. 2-61238, 2-68688, 2-76072, 2-
93184, 33-11341, 33-26985, 33-39693, 33-62498, 33-60933 (related to the 1978,
1980, 1982, 1984, 1987, 1989, 1991, 1993 and 1995 Employee Stock Purchase
Plans), Nos. 2-99380, 33-58664, 33-52823 (related to the 1984, 1993 and 1994
Employee Stock Option Plans), No. 33-48328 (related to the Georgia-Pacific
Corporation Savings and Capital Growth Plan), No. 33-52815 (related to the
Georgia-Pacific Corporation Hourly 401(k) Savings Plan), No. 33-48329 (related
to the Georgia-Pacific Corporation (GNN) Investment Plan For Union Employees),
No. 33-48330 (related to the Georgia-Pacific Corporation Investment Plan For
Certain Non-Union Hourly Employees of Butler Paper Company and Leaf River Forest
Products, Inc.), No. 33-48331 (related to the Georgia-Pacific Corporation
Supplemental Hourly 401(K) Savings Plan) and No. 33-59057 (related to the 1995
Shareholder Value Incentive Plan) filed with the Securities and Exchange
Commission (the "Commission"), and any and all instruments and documents filed
as a part of or in connection with such amendments or supplements; (3) the
Corporation's Annual Report on Form 10-K for the year ended December 31, 1995;
and (4) any other reports or registration statements to be filed by the
Corporation with the Commission and/or any national securities exchange under
the Securities Exchange Act of 1934, as amended, and any and all amendments
thereto, and any and all instruments and documents filed as part of or in
connection with such reports or registration statements or reports or amendments
thereto; and in connection with the foregoing, to do any and all acts and things
and execute any and all instruments which such attorneys-in-fact and agents may
deem necessary or advisable to enable this Corporation to comply with the
securities laws of the United States and of any State or other political
subdivision thereof; hereby ratifying and confirming all that such attorneys-in-
fact and agents, or any one of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
day of February, 1996.
/s/ M. DOUGLAS IVESTER
-------------------------
M. DOUGLAS IVESTER
<PAGE> 10
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) a Registration Statement on Form S-3 covering $250,000,000 aggregate
principal amount of unsubordinated non-convertible unsecured debt securities of
the Corporation, and any and all amendments to, and supplements to any
prospectus contained in, such Registration Statement and any and all instruments
and documents filed as a part of or in connection with such amendments or
supplements; (2) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statement on Form S-3 No. 33-64673 (related to
$250,000,000 aggregate principal amount of debt securities of the Corporation),
the Registration Statements on Form S-8, Nos. 2-61238, 2-68688, 2-76072, 2-
93184, 33-11341, 33-26985, 33-39693, 33-62498, 33-60933 (related to the 1978,
1980, 1982, 1984, 1987, 1989, 1991, 1993 and 1995 Employee Stock Purchase
Plans), Nos. 2-99380, 33-58664, 33-52823 (related to the 1984, 1993 and 1994
Employee Stock Option Plans), No. 33-48328 (related to the Georgia-Pacific
Corporation Savings and Capital Growth Plan), No. 33-52815 (related to the
Georgia-Pacific Corporation Hourly 401(k) Savings Plan), No. 33-48329 (related
to the Georgia-Pacific Corporation (GNN) Investment Plan For Union Employees),
No. 33-48330 (related to the Georgia-Pacific Corporation Investment Plan For
Certain Non-Union Hourly Employees of Butler Paper Company and Leaf River Forest
Products, Inc.), No. 33-48331 (related to the Georgia-Pacific Corporation
Supplemental Hourly 401(K) Savings Plan) and No. 33-59057 (related to the 1995
Shareholder Value Incentive Plan) filed with the Securities and Exchange
Commission (the "Commission"), and any and all instruments and documents filed
as a part of or in connection with such amendments or supplements; (3) the
Corporation's Annual Report on Form 10-K for the year ended December 31, 1995;
and (4) any other reports or registration statements to be filed by the
Corporation with the Commission and/or any national securities exchange under
the Securities Exchange Act of 1934, as amended, and any and all amendments
thereto, and any and all instruments and documents filed as part of or in
connection with such reports or registration statements or reports or amendments
thereto; and in connection with the foregoing, to do any and all acts and things
and execute any and all instruments which such attorneys-in-fact and agents may
deem necessary or advisable to enable this Corporation to comply with the
securities laws of the United States and of any State or other political
subdivision thereof; hereby ratifying and confirming all that such attorneys-in-
fact and agents, or any one of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
day of February, 1996.
/s/ FRANCIS JUNGERS
-------------------------
FRANCIS JUNGERS
<PAGE> 11
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) a Registration Statement on Form S-3 covering $250,000,000 aggregate
principal amount of unsubordinated non-convertible unsecured debt securities of
the Corporation, and any and all amendments to, and supplements to any
prospectus contained in, such Registration Statement and any and all instruments
and documents filed as a part of or in connection with such amendments or
supplements; (2) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statement on Form S-3 No. 33-64673 (related to
$250,000,000 aggregate principal amount of debt securities of the Corporation),
the Registration Statements on Form S-8, Nos. 2-61238, 2-68688, 2-76072, 2-
93184, 33-11341, 33-26985, 33-39693, 33-62498, 33-60933 (related to the 1978,
1980, 1982, 1984, 1987, 1989, 1991, 1993 and 1995 Employee Stock Purchase
Plans), Nos. 2-99380, 33-58664, 33-52823 (related to the 1984, 1993 and 1994
Employee Stock Option Plans), No. 33-48328 (related to the Georgia-Pacific
Corporation Savings and Capital Growth Plan), No. 33-52815 (related to the
Georgia-Pacific Corporation Hourly 401(k) Savings Plan), No. 33-48329 (related
to the Georgia-Pacific Corporation (GNN) Investment Plan For Union Employees),
No. 33-48330 (related to the Georgia-Pacific Corporation Investment Plan For
Certain Non-Union Hourly Employees of Butler Paper Company and Leaf River Forest
Products, Inc.), No. 33-48331 (related to the Georgia-Pacific Corporation
Supplemental Hourly 401(K) Savings Plan) and No. 33-59057 (related to the 1995
Shareholder Value Incentive Plan) filed with the Securities and Exchange
Commission (the "Commission"), and any and all instruments and documents filed
as a part of or in connection with such amendments or supplements; (3) the
Corporation's Annual Report on Form 10-K for the year ended December 31, 1995;
and (4) any other reports or registration statements to be filed by the
Corporation with the Commission and/or any national securities exchange under
the Securities Exchange Act of 1934, as amended, and any and all amendments
thereto, and any and all instruments and documents filed as part of or in
connection with such reports or registration statements or reports or amendments
thereto; and in connection with the foregoing, to do any and all acts and things
and execute any and all instruments which such attorneys-in-fact and agents may
deem necessary or advisable to enable this Corporation to comply with the
securities laws of the United States and of any State or other political
subdivision thereof; hereby ratifying and confirming all that such attorneys-in-
fact and agents, or any one of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
day of February, 1996.
/s/ ROBERT E. MCNAIR
-------------------------
ROBERT E. MCNAIR
<PAGE> 12
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) a Registration Statement on Form S-3 covering $250,000,000 aggregate
principal amount of unsubordinated non-convertible unsecured debt securities of
the Corporation, and any and all amendments to, and supplements to any
prospectus contained in, such Registration Statement and any and all instruments
and documents filed as a part of or in connection with such amendments or
supplements; (2) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statement on Form S-3 No. 33-64673 (related to
$250,000,000 aggregate principal amount of debt securities of the Corporation),
the Registration Statements on Form S-8, Nos. 2-61238, 2-68688, 2-76072, 2-
93184, 33-11341, 33-26985, 33-39693, 33-62498, 33-60933 (related to the 1978,
1980, 1982, 1984, 1987, 1989, 1991, 1993 and 1995 Employee Stock Purchase
Plans), Nos. 2-99380, 33-58664, 33-52823 (related to the 1984, 1993 and 1994
Employee Stock Option Plans), No. 33-48328 (related to the Georgia-Pacific
Corporation Savings and Capital Growth Plan), No. 33-52815 (related to the
Georgia-Pacific Corporation Hourly 401(k) Savings Plan), No. 33-48329 (related
to the Georgia-Pacific Corporation (GNN) Investment Plan For Union Employees),
No. 33-48330 (related to the Georgia-Pacific Corporation Investment Plan For
Certain Non-Union Hourly Employees of Butler Paper Company and Leaf River Forest
Products, Inc.), No. 33-48331 (related to the Georgia-Pacific Corporation
Supplemental Hourly 401(K) Savings Plan) and No. 33-59057 (related to the 1995
Shareholder Value Incentive Plan) filed with the Securities and Exchange
Commission (the "Commission"), and any and all instruments and documents filed
as a part of or in connection with such amendments or supplements; (3) the
Corporation's Annual Report on Form 10-K for the year ended December 31, 1995;
and (4) any other reports or registration statements to be filed by the
Corporation with the Commission and/or any national securities exchange under
the Securities Exchange Act of 1934, as amended, and any and all amendments
thereto, and any and all instruments and documents filed as part of or in
connection with such reports or registration statements or reports or amendments
thereto; and in connection with the foregoing, to do any and all acts and things
and execute any and all instruments which such attorneys-in-fact and agents may
deem necessary or advisable to enable this Corporation to comply with the
securities laws of the United States and of any State or other political
subdivision thereof; hereby ratifying and confirming all that such attorneys-in-
fact and agents, or any one of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
day of February, 1996.
/s/ LOUIS W. SULLIVAN
-------------------------
LOUIS W. SULLIVAN
<PAGE> 13
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer, or
both, of Georgia-Pacific Corporation, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints A. D. Correll, James F. Kelley and Kenneth F.
Khoury, and each of them, his or her true and lawful attorney-in-fact and agent
to sign (1) a Registration Statement on Form S-3 covering $250,000,000 aggregate
principal amount of unsubordinated non-convertible unsecured debt securities of
the Corporation, and any and all amendments to, and supplements to any
prospectus contained in, such Registration Statement and any and all instruments
and documents filed as a part of or in connection with such amendments or
supplements; (2) any and all amendments to, and supplements to any prospectus
contained in, the Registration Statement on Form S-3 No. 33-64673 (related to
$250,000,000 aggregate principal amount of debt securities of the Corporation),
the Registration Statements on Form S-8, Nos. 2-61238, 2-68688, 2-76072, 2-
93184, 33-11341, 33-26985, 33-39693, 33-62498, 33-60933 (related to the 1978,
1980, 1982, 1984, 1987, 1989, 1991, 1993 and 1995 Employee Stock Purchase
Plans), Nos. 2-99380, 33-58664, 33-52823 (related to the 1984, 1993 and 1994
Employee Stock Option Plans), No. 33-48328 (related to the Georgia-Pacific
Corporation Savings and Capital Growth Plan), No. 33-52815 (related to the
Georgia-Pacific Corporation Hourly 401(k) Savings Plan), No. 33-48329 (related
to the Georgia-Pacific Corporation (GNN) Investment Plan For Union Employees),
No. 33-48330 (related to the Georgia-Pacific Corporation Investment Plan For
Certain Non-Union Hourly Employees of Butler Paper Company and Leaf River Forest
Products, Inc.), No. 33-48331 (related to the Georgia-Pacific Corporation
Supplemental Hourly 401(K) Savings Plan) and No. 33-59057 (related to the 1995
Shareholder Value Incentive Plan) filed with the Securities and Exchange
Commission (the "Commission"), and any and all instruments and documents filed
as a part of or in connection with such amendments or supplements; (3) the
Corporation's Annual Report on Form 10-K for the year ended December 31, 1995;
and (4) any other reports or registration statements to be filed by the
Corporation with the Commission and/or any national securities exchange under
the Securities Exchange Act of 1934, as amended, and any and all amendments
thereto, and any and all instruments and documents filed as part of or in
connection with such reports or registration statements or reports or amendments
thereto; and in connection with the foregoing, to do any and all acts and things
and execute any and all instruments which such attorneys-in-fact and agents may
deem necessary or advisable to enable this Corporation to comply with the
securities laws of the United States and of any State or other political
subdivision thereof; hereby ratifying and confirming all that such attorneys-in-
fact and agents, or any one of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
day of February, 1996.
/s/ JAMES B. WILLIAMS
----------------------
JAMES B. WILLIAMS
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"THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF GEORGIA-PACIFIC CORPORATION FOR THE 12 MONTHS ENDED
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"THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
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<TABLE> <S> <C>
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<LEGEND>
"THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF GEORGIA-PACIFIC CORPORATION FOR THE 6 MONTHS ENDED JUNE
30, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS."
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000,000
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<ALLOWANCES> 29
<INVENTORY> 1,262
<CURRENT-ASSETS> 2,456
<PP&E> 11,939
<DEPRECIATION> 6,311
<TOTAL-ASSETS> 11,470
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<TABLE> <S> <C>
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<LEGEND>
"THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF GEORGIA-PACIFIC CORPORATION FOR THE 9 MONTHS ENDED
SEPTEMBER 30, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS."
</LEGEND>
<RESTATED>
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<LEGEND>
"THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF GEORGIA-PACIFIC CORPORATION FOR THE 12 MONTHS ENDED
DECEMBER 31, 1994, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS."
</LEGEND>
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<MULTIPLIER> 1,000,000
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