<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO-FEE REQUIRED].
For the year ended December 31, 1998
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED].
For the transition period from ________________ to ________________
Commission file number 1-3506
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below: Georgia-Pacific Corporation Hourly 401(k)
Savings Plan.
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office: Georgia-Pacific Corporation, 133
Peachtree Street, N.E., Atlanta, Georgia 30303.
<PAGE>
Georgia-Pacific Corporation
Hourly 401(k) Savings Plan
Financial Statements and Schedules
as of December 31, 1998 and 1997
Together With
Auditors' Report
<PAGE>
GEORGIA-PACIFIC CORPORATION
HOURLY 401(k) SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1998 AND 1997
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits, With Fund Information--
December 31, 1998
Statement of Net Assets Available for Benefits, With Fund Information--
December 31, 1997
Statement of Changes in Net Assets Available for Benefits, With Fund
Information, for the Year Ended December 31, 1998
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Item 27(a)--Schedule of Assets Held for Investment Purposes--
December 31, 1998
Schedule II: Item 27(d)--Schedule of Reportable Transactions for the Year
Ended December 31, 1998
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Participants of the Georgia-Pacific
Corporation Hourly 401(k) Savings Plan:
We have audited the accompanying statements of net assets available for
benefits, with fund information, of the GEORGIA-PACIFIC CORPORATION HOURLY
401(k) SAVINGS PLAN as of December 31, 1998 and 1997 and the related statement
of changes in net assets available for benefits with fund information for the
year ended December 31, 1998. These financial statements and the schedules
referred to below are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements and
schedules 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 net assets available for benefits of the Georgia-
Pacific Corporation Hourly 401(k) Savings Plan as of December 31, 1998 and 1997
and the changes in its net assets available for benefits for the year ended
December 31, 1998 in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes as of December 31, 1998 and reportable transactions
for the year ended December 31, 1998 are presented for purposes of additional
analysis and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The fund information in the statement of net assets
available for benefits and the statement of changes in net assets available for
benefits is presented for purposes of additional analysis rather than to present
the net assets available for benefits and the changes in net assets
<PAGE>
-2-
available for benefits of each fund. The supplemental schedules and fund
information have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ ARTHUR ANDERSEN LLP
Atlanta, Georgia
May 14, 1999
<PAGE>
GEORGIA-PACIFIC CORPORATION
HOURLY 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Growth
Fixed Company and Aggressive
Income Stock Balanced Income Growth Growth
Options Options Options Options Option Option
----------- ----------- ----------- ------------ -------- ----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Contribution receivable $ 695,764 $ 488,946 $ 346,777 $ 1,768,152 $ 21,304 $ 4,158
----------- ----------- ----------- ------------ -------- --------
Investments, at market:
Interest in Master Trusts 0 46,720,526 0 0 0 0
Mutual funds 55,658,200 0 19,203,765 141,570,957 894,317 228,193
Participants' loans 0 0 0 0 0 0
----------- ----------- ----------- ------------ -------- --------
Total investments 55,658,200 46,720,526 19,203,765 141,570,957 894,317 228,193
----------- ----------- ----------- ------------ -------- --------
NET ASSETS AVAILABLE FOR
BENEFITS $56,353,964 $47,209,472 $19,550,542 $143,339,109 $915,621 $232,351
=========== =========== =========== ============ ======== ========
</TABLE>
<TABLE>
<CAPTION>
Money
Market International Loan
Option Option Fund Total
----------- ------------- -------- ------------
<S> <C> <C> <C> <C>
ASSETS:
Contribution receivable $ 420,879 $ 141,592 $ 0 $ 3,887,572
----------- ---------- ------- ------------
Investments, at market:
Interest in Master Trusts 0 0 0 46,720,526
Mutual funds 26,744,576 6,769,199 0 251,069,207
Participants' loans 0 0 25,428 25,428
----------- ---------- ------- ------------
Total investments 26,744,576 6,769,199 25,428 297,815,161
----------- ---------- ------- ------------
NET ASSETS AVAILABLE FOR
BENEFITS $27,165,455 $6,910,791 $25,428 $301,702,733
=========== ========== ======= ============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
GEORGIA-PACIFIC CORPORATION
HOURLY 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Growth
Fixed Company and Money
Income Stock Balanced Income Market International Loan
Options Options Option Option Option Option Fund Total
----------- ----------- ----------- ------------ ----------- ------------- ------- -----------
ASSETS:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Contribution receivable $ 697,542 $ 432,451 $ 267,377 $ 1,522,953 $ 366,497 $ 148,943 $ 0 $ 3,435,763
----------- ----------- ----------- ------------ ----------- ---------- ------- ------------
Accrued income 0 0 29,889 0 0 0 0 29,889
----------- ----------- ----------- ------------ ----------- ---------- ------- ------------
Other receivables 0 0 152,581 0 0 0 0 152,581
----------- ----------- ----------- ------------ ----------- ---------- ------- ------------
Investments, at market:
Interest in Master Trusts 0 30,669,950 0 0 0 0 0 30,669,950
Mutual funds 51,814,266 0 11,216,940 100,280,873 18,632,952 6,042,205 0 187,987,236
Participants' loans 0 0 0 0 0 0 40,267 40,267
----------- ----------- ----------- ------------ ----------- ---------- ------- ------------
Total investments 51,814,266 30,669,950 11,216,940 100,280,873 18,632,952 6,042,205 40,267 218,697,453
----------- ----------- ----------- ------------ ----------- ---------- ------- ------------
Total assets 52,511,808 31,102,401 11,666,787 101,803,826 18,999,449 6,191,148 40,267 222,315,686
LIABILITIES:
Other payables 0 0 179,436 0 0 0 0 179,436
----------- ----------- ----------- ------------ ----------- ---------- ------- ------------
NET ASSETS AVAILABLE FOR
BENEFITS $52,511,808 $31,102,401 $11,487,351 $101,803,826 $18,999,449 $6,191,148 $40,267 $222,136,250
=========== =========== =========== ============ =========== ========== ======= ============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
GEORGIA-PACIFIC CORPORATION
HOURLY 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND
INFORMATION,
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Growth
Fixed Company and
Income Stock Balanced Income Growth
Options Options Options Options Options
----------- ---------- ----------- ------------ --------
<S> <C> <C> <C> <C> <C>
INTEREST AND
DIVIDENDS $ 3,019,743 $ 0 $ 707,947 $ 2,192,834 $ 29,809
NET APPRECIATION
(DEPRECIATION) IN
MARKET VALUE OF
INVESTMENTS 790,231 0 1,769,661 28,291,939 67,070
NET GAIN FROM
MASTER TRUSTS 0 2,766,324 0 0 0
----------- ---------- ----------- ------------ --------
NET INVESTMENT
INCOME 3,809,974 2,766,324 2,477,608 30,484,773 96,879
----------- ---------- ----------- ------------ --------
CONTRIBUTIONS:
Participant 6,685,148 4,861,578 3,332,741 17,988,349 91,124
Corporation 1,738,794 1,113,428 710,902 3,693,212 13,654
----------- ---------- ----------- ------------ --------
Total contributions 8,423,942 5,975,006 4,043,643 21,681,561 104,778
----------- ---------- ----------- ------------ --------
DISTRIBUTIONS TO
PARTICIPANTS (2,850,846) (801,451) (553,475) (2,834,324) (13,271)
----------- ---------- ----------- ------------ --------
LOAN PRINCIPAL PAYMENTS 1,982 643 2,116 2,141 0
----------- ---------- ----------- ------------ --------
INTEREST INCOME ON LOANS 0 0 0 0 0
----------- ---------- ----------- ------------ --------
INTERFUND TRANSFERS (5,542,896) 8,166,549 2,093,299 (7,798,868) 727,235
----------- ---------- ----------- ------------ --------
CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS 3,842,156 16,107,071 8,063,191 41,535,283 915,621
NET ASSETS AVAILABLE
FOR BENEFITS,
beginning of year 52,511,808 31,102,401 11,487,351 101,803,826 0
----------- ---------- ----------- ------------ --------
NET ASSETS AVAILABLE
FOR BENEFITS,
end of year $56,353,964 $47,209,472 $19,550,542 $143,339,109 $915,621
=========== =========== =========== ============ ========
</TABLE>
<TABLE>
<CAPTION>
Aggressive Money
Growth Market International Loan
Option Option Option Fund Total
----------- ---------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
INTEREST AND
DIVIDENDS $ 16,565 $ 984,101 $ 135,213 $ 0 $ 7,086,212
NET APPRECIATION
(DEPRECIATION) IN
MARKET VALUE OF
INVESTMENTS (181) 0 826,876 0 31,745,596
NET GAIN FROM
MASTER TRUSTS 0 0 0 0 2,766,324
-------- ---------- ----------- ---------- -----------
NET INVESTMENT
INCOME 16,384 984,101 962,089 0 41,598,132
-------- ---------- ----------- ---------- -----------
CONTRIBUTIONS:
Participant 14,955 3,852,930 1,491,331 0 38,318,156
Corporation 2,280 974,685 307,276 0 8,554,231
-------- ---------- ----------- ---------- -----------
Total contributions 17,235 4,827,615 1,798,607 0 46,872,387
-------- ---------- ----------- ---------- -----------
DISTRIBUTIONS TO
PARTICIPANTS (1,551) (1,684,790) (159,308) (8,802) (8,907,818)
-------- ---------- ----------- ---------- -----------
LOAN PRINCIPAL PAYMENT 0 2,280 657 (9,819) 0
-------- ---------- ----------- ---------- -----------
INTEREST INCOME ON LOANS 0 0 0 3,782 3,782
-------- ---------- ----------- ---------- -----------
INTERFUND TRANSFERS 200,283 4,036,800 (1,882,402) 0 0
--------- ---------- ----------- ---------- -----------
CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS 232,351 8,166,006 719,643 (14,839) 79,566,483
NET ASSETS AVAILABLE
FOR BENEFITS,
beginning of year 0 18,999,449 6,191,148 40,267 222,136,250
--------- ---------- ----------- ---------- -----------
NET ASSETS AVAILABLE
FOR BENEFITS,
end of year $232,351 $27,165,455 $6,910,791 $ 25,428 $301,702,733
======== =========== ========== ========== ============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
GEORGIA-PACIFIC CORPORATION HOURLY 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1998 AND 1997
1. ORGANIZATION AND PLAN DESCRIPTION
The accompanying financial statements present the statements of net assets
available for benefits and changes in net assets available for benefits of
the Georgia-Pacific Corporation Hourly 401(k) Savings Plan (the "Plan").
The Plan was established on April 1, 1994. Certain groups of hourly
employees of Georgia-Pacific Corporation (the "Employer") participate in the
Plan. For unionized groups, participation in the Plan must be specified in
the applicable collective bargaining agreement; management designates
nonunion participating groups. Employees are eligible to participate in the
Plan upon the completion of one year of service.
Plan assets are held in trust funds and invested on participants' behalf,
with all investment earnings for each fund credited to the accounts of
participants based on their proportionate share of the fund. Vanguard
Fiduciary Trust Company (the "Trustee") is the Trustee and custodian for the
Plan.
2. SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements have been prepared on the accrual basis
of accounting. The preparation of the financial statements in conformity
with generally accepted accounting principles requires plan management to use
estimates and assumptions that affect the net assets available for benefits
and the changes therein. Actual results could differ from these estimates.
The Trustee performs daily valuations of the Plan's investments and makes
daily distributions.
Investments are presented at market value. Market values of mutual funds are
determined principally from quotations as reported on various securities
exchanges.
The net appreciation (depreciation) in the market value of investments in the
accompanying statement of changes in net assets available for benefits
reflects the net difference between the market value and cost at the
beginning and end of the year for assets held throughout the year, as well as
the difference between the year-end market value and cost for assets
purchased during the year. For assets sold or distributed during the year,
the net appreciation (depreciation) reflects the net difference between the
market value and the cost at the beginning of the year and the date of
disposition.
<PAGE>
-2-
Certain reclassifications have been made to prior year amounts to conform
with the current year presentation.
3. INCOME TAX STATUS
The Internal Revenue Service issued a determination letter dated June 20,
1997 stating that the Plan was designed in accordance with applicable
Internal Revenue Code ("IRC") requirements as of that date. Although the
Plan has been amended since receiving the determination letter, the plan
administrator believes that the Plan is currently designed and is being
operated in compliance with the applicable requirements of the IRC. The plan
administrator believes that the Plan was qualified and the related trust was
tax-exempt as of the financial statement dates.
4. INVESTMENTS
Assets held under the Plan were invested by the Trustee, as directed by the
participants, in one or more of the following 18 investment options.
The investment options are classified by the following categories on the
statements of net assets available for benefits and the statement of changes
in net assets available for benefits.
Fixed Income Options
The general investment objective for these options is to provide a high level
of current income.
The Vanguard Short-Term Treasury Fund is principally invested in short-term
government bills, notes, and bonds and has an average maturity of two to
three years. The market value of the Vanguard Short-Term Treasury Fund
investment at December 31, 1998 and 1997 of $47,504,109 and $46,591,124,
respectively, exceeded 5% of net assets on those dates.
The Vanguard Total Bond Market Index Fund invests in U.S. government bonds,
high-quality corporate bonds, and mortgage-backed securities. The objective
of the Vanguard Total Bond Market Index Fund is to approximate the
performance of the Lehman Brothers Aggregate Bond Index.
The Loomis Sayles Bond Fund--Institutional Class (new in 1998) is invested in
bonds, including corporate and convertible bonds. This fund seeks to provide
high total investment return through a combination of current income and
capital appreciation.
Company Stock Options
The following are the two company stock funds available as investment
options:
The Georgia-Pacific Group Stock Fund is invested principally in shares of
Georgia-Pacific Corporation -- Georgia-Pacific Group Common Stock ("Common
Stock"). The market value of the Georgia-Pacific Group Stock Fund
<PAGE>
-3-
investment at December 31, 1998 and 1997 of $34,879,936 and $22,225,610,
respectively, exceeded 5% of net assets on those dates.
The Georgia-Pacific Timber Stock Fund is invested principally in shares of
Georgia-Pacific Corporation -- Timber Group Common Stock.
Balanced Options
The objectives of these options are to conserve principal, to pay current
income, and to achieve long-term growth of principal and income by investing
in a combination of stocks, bonds, and cash reserves.
The Balanced Fund was invested approximately 50% in the Vanguard Total Bond
Market Index Fund and 50% in the Vanguard 500 Index Fund. The Vanguard Total
Bond Market Index Fund is described under the Fixed Income Options, and the
Vanguard 500 Index Trust is described under Growth and Income Options. All
assets of this fund were transferred to the Vanguard Balanced Index Fund as
of July 1, 1998.
The Vanguard LifeStrategy Income Fund (new in 1998) is invested in four
Vanguard funds: a stock fund, two bond funds, and an asset allocation fund.
This fund seeks to provide a high level of income.
The Vanguard LifeStrategy Moderate Growth Fund (new in 1998) is invested in
four Vanguard funds: an international stock fund, a stock fund, a bond fund,
and an asset allocation fund. This fund seeks to provide a reasonable level
of income and long-term growth of capital.
The Vanguard LifeStrategy Conservative Growth Fund (new in 1998) is invested
in five Vanguard funds: a stock fund, an international stock fund, two bond
funds, and an asset allocation fund. This fund seeks to provide a high level
of income and a moderate long-term growth of capital.
The Vanguard LifeStrategy Growth Fund (new in 1998) is invested in four
Vanguard funds: a stock fund, an international stock fund, a bond fund, and
an asset allocation fund. This fund seeks to provide long-term growth of
capital and income.
The Vanguard Balanced Index Fund (new in 1998) is invested in two Vanguard
funds: 60% in a stock fund and 40% in a bond fund. This option seeks to
provide income and long-term growth of capital. The market value of the
Vanguard Balanced Index Fund at December 31, 1998 of $17,875,839 exceeded 5%
of net assets.
Growth and Income Options
The goal of these options is to achieve long-term growth of principal and
income and reasonable current income.
The Vanguard 500 Index Fund is invested in all of the 500 stocks included in
the Standard & Poor's 500 Composite Stock Price Index in approximately the
same proportion as represented in the index. The objective of this fund is
to approximate the performance of the Standard & Poor's 500 Composite Stock
Price Index. The investment market value of the fund at December 31, 1998
<PAGE>
-4-
and 1997 of $140,797,120 and $105,914,521, respectively, exceeded 5% of net
assets on those dates.
The Vanguard Total Stock Market Index Fund (new in 1998) is invested in a
large sample of stocks that matches certain characteristics of the Wilshire
5000 Equity Index. The investment objective of this fund is to provide long-
term growth of capital and income.
The Vanguard Windsor II Fund (new in 1998) is invested in a diversified group
of out-of-favor stocks of large capitalization companies. This fund's
objective is to provide long-term growth of capital and income from
dividends.
Growth Options
The objective of these options is to achieve long-term growth of capital;
dividend income is incidental.
The Vanguard Extended Market Index Fund (new in 1998) seeks to match the
performance of the Wilshire 4500 Equity Index. This fund seeks to provide
long-term growth of capital.
The Vanguard PRIMECAP Fund (new in 1998) is invested in stocks of companies
with above-average prospects for continued earnings growth, strong industry
positions, and skilled management teams. This fund seeks to provide long-
term growth of capital.
Aggressive Growth Option
The goal of this option is to achieve maximum long-term capital growth by
investing in stocks of small companies or narrow market segments.
The Vanguard Small-Cap Index Fund (new in 1998) is invested in a large sample
of stocks that match certain characteristics of the Russell 2000 Index
Stocks. This fund seeks to provide long-term growth of capital.
Money Market Option
The goal of this option is to provide maximum current income consistent with
preservation of capital and liquidity.
The Vanguard Treasury Money Market Fund is invested exclusively in U.S.
government obligations. On December 31, 1998 and 1997, the market value of
$26,744,576 and $18,632,952, respectively, exceeded 5% of the net assets on
those dates.
International Option
The goal of this option is to achieve long-term growth of capital by
investing in the stocks of companies located outside the United States.
The Vanguard International Growth Fund invests primarily in the stocks of
companies based outside the United States. This fund seeks to provide long-
term capital appreciation.
<PAGE>
-5-
5. MASTER TRUST
Effective June 8, 1994, the assets of the Georgia-Pacific Stock Fund were
transferred into the Georgia-Pacific Stock Fund Master Trust (the "Master
Trust"). The Master Trust was established to hold, administer, and invest
the assets of the Georgia-Pacific Stock Funds of certain defined contribution
plans qualified under Internal Revenue Code Section 401(k). These plans are
administered by Georgia-Pacific Corporation. Each participating plan's
interest in the Master Trust was based on the market value of assets
transferred.
On December 16, 1997, the shareholders of Georgia-Pacific Corporation
approved the conversion of all Georgia-Pacific Common Stock into Georgia-
Pacific Corporation -- Georgia-Pacific Group Common Stock and to distribute
one share of a new class of Common Stock, Georgia-Pacific Corporation --
Timber Group Common Stock. As a result, the assets of the Master Trust were
transferred on a pro rata basis into the newly created Georgia-Pacific Group
Stock Fund Master Trust ("Group Master Trust") and the Georgia-Pacific Timber
Stock Fund Master Trust ("Timber Master Trust").
The market values of the Master Trusts are allocated to the individual
participating plans based on the relative value of the assets of each Plan.
Interest income, dividends, and gains and losses (both realized and
unrealized) are allocated daily to the individual participating plans based
on the relative market values at the beginning of each day.
The Plan's interest in the assets of the Georgia-Pacific Group Stock Fund
Master Trust is included in the accompanying schedule of assets held for
investment purposes under the "Georgia-Pacific Group Stock Fund Master
Trust." A summary of the Group Master Trust as of December 31, 1998 and 1997
is shown below:
1998 1997
------------ ------------
Investments, at market:
Georgia-Pacific Corporation -- Georgia-Pacific
Group Common Stock $146,850,740 $125,351,793
Vanguard Treasury Money Market Fund 1,381,097 1,849,416
------------ ------------
Total investments 148,231,837 127,201,209
------------ ------------
Receivables:
Interest 3,582 3,632
Other receivables 689,745 544,309
------------ ------------
Total receivables 693,327 547,941
------------ ------------
Less payables 963,513 402,984
------------ ------------
Net assets of the Group Master Trust $147,961,651 $127,346,166
============ ============
A summary of net appreciation of the Georgia-Pacific Group Stock Fund Master
Trust, which comprises the net investment gain for all participating plans
for the year ending December 31, 1998, is shown below:
<PAGE>
-6-
<TABLE>
<S> <C>
Interest and dividends $2,402,760
Net appreciation in market value of investments 4,994,691
Investment expense (93,780)
----------
Net investment gain from Group Master Trust $7,303,671
==========
</TABLE>
Allocations to participating plans of net investment gain for the year ending
December 31, 1998 and of net assets as of December 31, 1998 and 1997 are
shown below for the Georgia-Pacific Group Stock Fund Master Trust:
<TABLE>
<S> <C>
Georgia-Pacific Corporation Hourly 401(k) Savings Plan $1,702,211
Other plan 5,601,460
----------
Net investment gain from Group Master Trust $7,303,671
==========
</TABLE>
<TABLE>
<CAPTION>
1998 1997
---------------------------- ---------------------------
Amount Percent Amount Percent
------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
Georgia-Pacific Corporation Hourly 401(k)
Savings Plan $ 34,879,936 23.57% $ 22,225,610 17.45%
Other plan 113,081,715 76.43 105,120,556 82.55
------------ ------ ------------ ------
Net assets of the Group Master Trust $147,961,651 100.00% $127,346,166 100.00%
============ ====== ============ ======
</TABLE>
The Plan's interest in the assets of the Timber Master Trust is included in
the accompanying schedule of assets held for investment purposes under the
"Georgia-Pacific Timber Stock Fund Master Trust." A summary of the Timber
Master Trust as of December 31, 1998 and 1997 is shown below:
<TABLE>
<CAPTION>
1998 1997
----------- -----------
Investments, at market:
<S> <C> <C>
Georgia-Pacific Corporation -- Timber Group Common Stock $62,553,056 $47,414,697
Vanguard Treasury Money Market Fund 1,461,611 750,524
----------- -----------
Total investments 64,014,667 48,165,221
----------- -----------
Receivables:
Interest 2,917 1,472
Other receivables 189,768 977,097
----------- -----------
Total receivables 192,685 978,569
----------- -----------
Less payables 1,444,229 689,642
----------- -----------
Net assets of the Timber Master Trust $62,763,123 $48,454,148
=========== ===========
</TABLE>
A summary of income and net appreciation of the Timber Master Trust, which
comprises the net investment gain for all participating plans for the year
ending December 31, 1998, is shown below:
<PAGE>
-7-
<TABLE>
<S> <C>
Interest and dividends $2,498,741
Net appreciation in market value of investments 3,744,405
Investment expense (59,636)
----------
Net investment gain from Timber Master Trust $6,183,510
==========
</TABLE>
Allocations to participating plans of net investment gain for the year ending
December 31, 1998 and of net assets as of December 31, 1998 and 1997 are
shown below for the Timber Master Trust:
<TABLE>
<S> <C>
Georgia-Pacific Corporation Hourly 401(k) Savings Plan $1,064,113
Other plan 5,119,397
----------
Net investment gain from Timber Master Trust $6,183,510
==========
</TABLE>
<TABLE>
<CAPTION>
1998 1997
--------------------------- ---------------------------
Amount Percent Amount Percent
----------- ---------- ------------ -----------
<S> <C> <C> <C> <C>
Georgia-Pacific Corporation Hourly 401(k) Savings
Plan $11,840,590 18.87% $ 8,444,341 17.45%
Other plan 50,922,533 81.13 40,009,807 82.55
----------- ------ ----------- ------
Net assets of the Timber Master Trust $62,763,123 100.00% $48,454,148 100.00%
=========== ====== =========== ======
</TABLE>
6. CONTRIBUTIONS
The Plan allows for both employer and employee contributions. For unionized
groups, the percent of eligible compensation a participant is able to
contribute, the percent of the Employer's match (if any), and whether certain
bonuses and compensation for unused vacation and holidays may be contributed
are governed by the collective bargaining agreement applicable to that group.
Participants may contribute from 1% to 15% of eligible compensation to the
Plan in whole percentages as specified in the plan exhibit applicable to that
group. In addition, if specified in the governing exhibit, participants may
elect to contribute certain bonuses and compensation for unused vacation days
and personal holidays to the Plan. The Employer matches the participants'
contributions to the extent provided in the exhibit applicable to the
participating group. In addition, participants may also contribute rollovers
from certain qualified plans.
Employee and employer contributions are remitted to the Trustee and invested
in the Vanguard Treasury Money Market Fund until they can be credited to
participants' accounts and invested in accordance with participants'
investment elections. Earnings on the short-term investments are allocated
to participants' accounts once each year.
7. WITHDRAWALS AND TERMINATION
Under the Plan, contributions excluded from gross income for federal income
tax purposes (and, in specified cases, other components of the participant's
account balance) can be withdrawn only in the case of a financial hardship
and are subject to taxes in the year received. The withdrawals (either full
or partial) are paid in cash. Withdrawals of before-tax contributions result
in a suspension of the right to make employee contributions to the Plan for a
period of at least 12 months.
<PAGE>
-8-
In the event of a participant's termination of employment, death, or
attainment of age 65, the participant or his/her beneficiary may elect to
receive, in cash and/or Georgia-Pacific Corporation -- Timber Group Common
Stock or Georgia-Pacific Corporation -- Group Common Stock, his/her entire
account balance. Participants are immediately 100% vested in employer
contributions.
8. PLAN TERMINATION
The Employer has reserved the right to amend, modify, suspend, or terminate
the Plan at any time. In the event the employer terminates the Plan, each
participant's account balance would be fully vested.
9. RECONCILIATION TO THE FORM 5500
As of December 31, 1998, the Plan had approximately $120,632 of pending
distributions to participants who elected to withdraw from the Plan. These
amounts are recorded as a liability in the Plan's Form 5500; however, these
amounts are not recorded as a liability in the accompanying statements of net
assets available for plan benefits in accordance with generally accepted
accounting principles.
The following table reconciles net assets available for benefits at December
31, 1998 and distributions to participants for the year ended December 31,
1998 per the financial statements to the Form 5500 to be filed by the
Corporation:
<TABLE>
<CAPTION>
Amounts Net Assets
Distributed Available
Benefits to for
Payable Participants Benefits
-------- ------------ ------------
<S> <C> <C> <C>
Per financial statements $ 0 $8,920,212 $301,702,733
1998 accrued benefit payments 120,632 120,632 (120,632)
-------- ---------- ------------
Per Form 5500 $120,632 $9,040,844 $301,582,101
======== ========== ============
</TABLE>
<PAGE>
SCHEDULE I
GEORGIA-PACIFIC CORPORATION HOURLY 401(k) SAVINGS PLAN
ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Shares
or Face Current
Amount Cost Value
---------- ------------ ------------
FIXED INCOME OPTIONS:
<S> <C> <C> <C>
* Vanguard Short-Term Treasury Fund 4,580,917 $ 46,391,215 $ 47,504,109
* Vanguard Total Bond Market Index Fund 771,691 7,709,270 7,925,267
Loomis Sayles Bond Fund--Institutional Class 19,148 238,786 228,824
------------ ------------
Total fixed income options 54,339,271 55,658,200
------------ ------------
COMPANY STOCK OPTIONS:
* Georgia-Pacific Timber Stock Fund Master Trust 3,341,024 11,128,093 11,840,590
* Georgia-Pacific Group Stock Fund Master Trust 3,988,649 32,601,878 34,879,936
------------ ------------
Total company stock options 43,729,971 46,720,526
------------ ------------
BALANCED OPTIONS:
* Vanguard Balanced Index Fund 967,307 17,263,096 17,875,839
* Vanguard LifeStrategy Growth Fund 15,899 288,306 298,737
* Vanguard LifeStrategy Income Fund 24,425 318,641 322,896
* Vanguard LifeStrategy Conservative Growth Fund 11,583 165,647 170,391
* Vanguard LifeStrategy Moderate Growth Fund 31,785 521,505 535,902
------------ ------------
Total balanced options 18,557,195 19,203,765
------------ ------------
GROWTH AND INCOME OPTIONS:
* Vanguard 500 Index Fund 1,235,604 89,476,801 140,797,120
* Vanguard Total Stock Market Index Fund 5,022 127,771 137,711
* Vanguard Windsor II Fund 21,311 671,038 636,126
------------ ------------
Total growth and income options 90,275,610 141,570,957
------------ ------------
GROWTH OPTIONS:
* Vanguard Extended Market Index Fund 3,243 91,485 99,290
* Vanguard PRIMECAP Fund 16,681 737,593 795,027
------------ ------------
Total growth options 829,078 894,317
------------ ------------
AGGRESSIVE GROWTH OPTION:
* Vanguard Small-Cap Index Fund 10,764 229,162 228,193
------------ ------------
MONEY MARKET OPTION:
* Vanguard Treasury Money Market Fund 26,744,576 26,744,576 26,744,576
------------ ------------
INTERNATIONAL OPTION:
* Vanguard International Growth Fund 360,639 6,300,941 6,769,199
------------ ------------
PARTICIPANTS' LOANS RECEIVABLE 25,428 25,428
------------ ------------
Total investments $241,031,232 $297,815,161
============ ============
</TABLE>
*Represents a party in interest to the Plan.
The accompanying notes are an integral part of this schedule.
<PAGE>
SCHEDULE II
GEORGIA-PACIFIC CORPORATION HOURLY 401(k) SAVINGS PLAN
ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS (a)
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Purchases Sales
------------------------ ----------------------------------------------------
Number of Number of
Transactions Amount Transactions Cost Proceeds Gain (Loss)
------------ ---------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
* VANGUARD SHORT-TERM TREASURY FUND 244 $12,992,348 238 $12,591,259 $12,771,041 $ 179,782
* VANGUARD 500 INDEX TRUST FUND 241 45,302,599 245 27,265,669 33,116,469 5,850,800
* VANGUARD TREASURY MONEY MARKET FUND 241 31,911,756 238 23,800,132 23,800,132 0
* VANGUARD BALANCED INDEX FUND 84 18,836,557 103 1,573,461 1,529,467 (43,994)
</TABLE>
(a) Represents a series of transactions in
securities of the same issue in excess of 5% of
the plan assets at the beginning of the year.
*Represents a party in interest to the Plan.
The accompanying notes are an integral part of this schedule.
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
GEORGIA-PACIFIC CORPORATION HOURLY 401(k) SAVINGS PLAN
BY: GEORGIA-PACIFIC CORPORATION, AS PLAN ADMINISTRATOR
Date: June 29, 1999 By: /s/ John F. McGovern
-------------------------------------
John F. McGovern
Executive Vice President--Finance and
Chief Financial Officer
<PAGE>
SCHEDULE II
INDEX TO EXHIBITS
Exhibit
Number Description
------- ---------------------------------------------------------------
23 Consent of Arthur Andersen LLP
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 11-K into Georgia-Pacific Corporation's previously
filed Registration Statement File No. 33-52815.
/S/ ARTHUR ANDERSEN LLP
Atlanta, Georgia
June 29, 1999
