<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1 to Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended Commission File Number
December 31, 1994 1-7107
LOUISIANA-PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 93-0609074
(State of Incorporation) (I.R.S. Employer
Identification No.)
111 S.W. Fifth Avenue Registrant's telephone number
Portland, Oregon 97204 (including area code)
(Address of principal 503-221-0800
executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- -------------------------
Common Stock, $1 par value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
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]
State the aggregate market value of the voting stock held by nonaffiliates of
the registrant: $2,741,816,604 as of March 14, 1995.
Indicate the number of shares outstanding of each of the registrant's classes
of common stock: 109,459,809 shares of Common Stock, $1 par value,
outstanding as of March 14, 1995.
Documents Incorporated by Reference
Definitive Proxy Statement for 1995 Annual Meeting: Part III
<PAGE>
This amendment to Form 10-K is filed to amend the financial statements
and reports of independent public accountants and management in order to
reflect certain events occurring subsequent to the date of the original
reports, as described in the note entitled "Events Subsequent to March 1,
1995" set forth in Item 8 below. This amendment does not purport to reflect
any other subsequent events or to reflect the effect of any subsequent events
upon the matters described in any other items of Form 10-K.
ITEM 8. Financial Statements and Supplementary Data.
The consolidated financial statements and accompanying notes to financial
statements together with the report of independent public accountants are
located on the following pages. Quarterly data for the registrant's latest
two fiscal years is located in the table labeled "Quarterly Data" in Item 5.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31 (DOLLAR AMOUNTS IN MILLIONS) 1994 1993
ASSETS
Current Assets:
Cash and cash equivalents $ 315.9 $ 261.6
Accounts receivable, less reserves of $1.4 and $1.0 157.4 110.9
Inventories 213.8 234.7
Prepaid expenses 7.3 6.9
------- -------
Total current assets 694.4 614.1
Timber and Timberlands, at cost less cost
of timber harvested 693.5 673.5
Property, Plant and Equipment, at cost:
Land, land improvements and logging roads,
net of road amortization 162.9 143.8
Buildings 221.3 211.1
Machinery and equipment 1,777.3 1,631.6
Construction in progress 196.7 126.3
------- -------
2,358.2 2,112.8
Less reserves for depreciation (1,085.0)
(966.9)
------- -------
Net property, plant and equipment 1,273.2 1,145.9
Investments and Other Assets 55.1 32.8
------- -------
Total Assets $2,716.2 $2,466.3
======= =======
See notes to financial statements.
<PAGE>
CONSOLIDATED BALANCE SHEETS
DECEMBER 31
(DOLLAR AMOUNTS IN MILLIONS EXCEPT PER SHARE) 1994 1993
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 81.9 $ 105.5
Short-term notes payable 50.5 41.7
Accounts payable and accrued liabilities 193.5 149.2
Income taxes payable 18.9 20.8
------- ------
Total current liabilities 344.8 317.2
Long-term Debt, excluding current portion 209.8 288.6
Deferred Income Taxes 269.8 264.8
Other Long-term Liabilities and Minority Interest 42.4 24.3
Stockholders' Equity:
Common stock, $1 par value, 200,000,000 shares
authorized, 116,937,022 shares issued 117.0 117.0
Preferred stock, $1 par value, 15,000,000 shares
authorized, no shares issued - -
Additional paid-in capital 478.4 431.5
Retained earnings 1,510.7 1,217.2
Less treasury stock, 4,944,804 shares, at cost (86.3)
(85.6)
Loans to Employee Stock Ownership Trusts (114.0)
(72.5)
Other equity adjustments (56.4)
(36.2)
------- -------
Total stockholders' equity 1,849.4 1,571.4
------- -------
Total Liabilities and Stockholders' Equity $2,716.2 $2,466.3
======= =======
See notes to financial statements.
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME
YEAR ENDED DECEMBER 31 (DOLLAR AMOUNTS IN MILLIONS EXCEPT PER SHARE)
1994 1993 1992
Net Sales $3,039.5 $2,511.3 $2,184.7
------- ------- -------
COSTS AND EXPENSES:
Cost of sales 2,158.4 1,779.9 1,620.5
Depreciation and amortization 143.8 133.0 121.4
Cost of timber harvested 53.5 50.2 41.6
Selling and administrative 125.2 115.6 103.7
Interest income (10.0) (7.8) (7.3)
Interest expense, net of capitalized
interest of $5.5, $3.5 and $4.9 9.0 12.8 21.7
------- ------- -------
Total costs and expenses 2,479.9 2,083.7 1,901.6
------- ------- -------
Income before taxes, minority interest
and cumulative effects of
accounting changes 559.6 427.6 283.1
Provision for income taxes (209.8) (173.2) (106.2)
Minority interest in net income of
consolidated subsidiaries (2.9) - -
------- ------- -------
Income before cumulative effects of
accounting changes 346.9 254.4 176.9
Cumulative effects of accounting
changes, net of income taxes of $1.9 - (10.4) -
------- ------- -------
Net Income $ 346.9 $ 244.0 $ 176.9
======= ======= =======
EARNINGS PER SHARE:
Income before cumulative effects of
accounting changes $ 3.15 $ 2.32 $ 1.63
Cumulative effects of accounting changes - (.09) -
------- ------- -------
Net Income $ 3.15 $ 2.23 $ 1.63
======= ======= =======
Cash Dividends Per Share of Common Stock $ .485 $ .43 $ .39
======= ======= =======
Average Shares of Common Stock
(thousands) 110,140 109,670 108,500
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31 (DOLLAR AMOUNTS IN MILLIONS)
<S> <C> <C> <C>
1994 1993 1992
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 346.9 $ 244.0 $ 176.9
Adjustments to reconcile income to net
cash provided by operating activities:
Cumulative effects of accounting changes - 10.4 -
Depreciation, amortization and cost of
timber harvested 197.3 183.2 163.0
Other non-cash charges 23.6 29.1 29.6
Decrease (increase) in receivables (41.6) 3.6 (33.3)
Decrease (increase) in inventories 25.1 (39.7) (8.0)
Decrease (increase) in prepaid expenses (.2) (1.1) .9
Increase (decrease) in accounts payable
and accrued liabilities 39.4 1.5 22.5
Increase (decrease) in income taxes payable .4 9.1 (4.8)
Increase (decrease) in deferred income taxes 5.0 (1.6) 13.5
------- ------- -------
Net cash provided by operating activities 595.9 438.5 360.3
CASH FLOWS FROM INVESTING ACTIVITIES:
Plant, equipment and logging road additions (286.0) (208.4) (161.4)
Timber and timberland additions, net (66.0) (81.5) (40.1)
Net book value of plant and equipment sold 4.2 4.1 11.4
Other investing activities, net (2.5) 32.1 (16.4)
------- ------- -------
Net cash used in investing activities (350.3) (253.7) (206.5)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in short-term notes payable 5.8 .6 9.6
Repayment of long-term debt (106.6) (105.3) (97.7)
Cash dividends (53.4) (47.3) (42.5)
Purchase of treasury stock (54.3) (13.8) -
Loans to ESOTs (56.0) - -
Treasury stock sold to ESOTs 56.0 - -
Cash received from minority investors 6.5 - -
Other financing activities, net 10.7 14.5 14.1
------- ------- -------
Net cash used for financing activities (191.3) (151.3) (116.5)
------- ------- -------
Net increase in cash and cash equivalents 54.3 33.5 37.3
Cash and cash equivalents at beginning of year 261.6 228.1 190.8
------- ------- -------
Cash and cash equivalents at end of year $ 315.9 $ 261.6 $ 228.1
======= ======== =======
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
OTHER TOTAL
ADD'L LOANS EQUITY STOCK-
DOLLAR AMOUNTS IN MILLIONS COMMON STOCK TREASURY STOCK PAID-IN RETAINED TO ADJUST- HOLDERS'
EXCEPT PER SHARE SHARES AMOUNT SHARES AMOUNT CAPITAL EARNINGS ESOTs MENTS EQUITY
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1991 38,959,366 $ 39.0 2,967,831 $(102.3) $404.5 $ 964.4 $(101.5) $ (0.5) $1,203.6
Net income - - - - - 176.9 - - 176.9
Cash dividends, $.39 per share - - - - - (42.5) - - (42.5)
Issuance of shares for employee
stock plans & for other purposes 20,010 - (560,947) 13.8 18.0 - - - 31.8
Employee stock ownership trust
contribution - - - - - - 14.5 - 14.5
Currency translation adjustment &
marketable securities adjustment - - - - - - - (23.3) (23.3)
Shares issued under
3-for-2 stock split 19,478,373 19.5 1,441,916 - - (19.5) - - -
---------- ----- --------- ------ ----- ------- ------ ------ -------
BALANCE, DECEMBER 31, 1992 58,457,749 58.5 3,848,800 (88.5) 422.5 1,079.3 (87.0) (23.8) 1,361.0
Net income - - - - - 244.0 - - 244.0
Cash dividends, $.43 per share - - - - - (47.3) - - (47.3)
Issuance of shares for employee
stock plans & for other purposes 10,762 - (916,937) 16.7 9.0 - - - 25.7
Purchase of treasury stock - - 200,000 (13.8) - - - - (13.8)
Employee stock ownership trust
contribution - - - - - - 14.5 - 14.5
Currency translation adjustment &
marketable securities adjustment - - - - - - - (12.4) (12.4)
Shares issued under
2-for-1 stock split 58,468,511 58.5 3,624,075 - - (58.8) - - (0.3)
---------- ----- --------- ------ ----- ------- ------ ------ -------
BALANCE, DECEMBER 31, 1993 116,937,022 117.0 6,755,938 (85.6) 431.5 1,217.2 (72.5) (36.2) 1,571.4
Net income - - - - - 346.9 - - 346.9
Cash dividends, $.485 per share - - - - - (53.4) - - (53.4)
Issuance of shares for employee
stock plans & for other purposes - - (1,697,713) 26.5 18.0 - - - 44.5
Additional loans to ESOTs & sale of
treasury stock to ESOTs - - (1,843,621) 27.1 28.9 - (56.0) - -
Purchase of treasury stock - - 1,730,200 (54.3) - - - - (54.3)
Employee stock ownership trust
contribution - - - - - - 14.5 - 14.5
Currency translation adjustment &
marketable securities adjustment - - - - - - - (20.2) (20.2)
---------- ----- --------- ------ ----- ------- ------ ------ -------
BALANCE, DECEMBER 31, 1994 116,937,022 $117.0 4,944,804 $ (86.3) $478.4 $1,510.7 $(114.0) $ (56.4) $1,849.4
========== ===== ========= ====== ===== ======= ====== ====== =======
See Notes to Financial Statements.
</TABLE>
<PAGE>
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Presentation
The consolidated financial statements include the accounts of
Louisiana-Pacific Corporation and all of its subsidiaries ("L-P"), after
elimination of intercompany balances and transactions.
Earnings Per Share
Earnings per share have been computed based on the weighted average
number of shares of common stock outstanding during the periods. The effect of
common stock equivalents is not material.
American Institute of Certified Public Accountants Statement of Position
No. 93-6, "Employers' Accounting for Employee Stock Ownership Plans" (SOP
93-6) requires that shares held by L-P's Employee Stock Ownership Trusts
("ESOTs") which were acquired by the ESOTs on or after January 1, 1994 and are
not allocated to participants' accounts, are not considered outstanding for
purposes of computing earnings per share. Unallocated shares held by the
ESOTs which were acquired by the ESOTs prior to January 1, 1994, and all
allocated ESOT shares continue to be considered outstanding for purposes of
computing earnings per share.
Cash and Cash Equivalents
L-P considers all highly liquid securities with a maturity of three
months or less to be cash equivalents. Cash paid during 1994, 1993 and 1992
for interest (net of capitalized interest) was $9.0 million, $13.2 million and
$21.9 million. Cash paid during 1994, 1993 and 1992 for income taxes (net of
refunds received) was $204.0 million, $161.1 million and $93.5 million.
At December 31, 1994, Louisiana-Pacific Canada Ltd., a wholly owned
subsidiary of L-P, had restricted cash balances of USD $20.8 million related
to loan agreements which require such balances based on changes in the
Canadian dollar relative to the U.S. dollar. These balances are
interest-bearing to Louisiana-Pacific Canada Ltd. at short-term interest
rates.
L-P invests its excess cash with high quality financial institutions
and, by policy, limits the amount of credit exposure at any one financial
institution. In addition, L-P holds its cash investments until maturity and
is therefore not subject to significant market risk.
Inventory Valuation
Inventories are valued at the lower of cost or market. Inventory costs
include material, labor and operating overhead. The LIFO method is used for
most log and lumber inventories. Inventory quantities are determined on the
basis of physical inventories, adjusted where necessary for intervening
transactions from the date of the physical inventory to the end of the year.
The major types of inventories are as follows:
DECEMBER 31 (IN MILLIONS) 1994 1993
Logs $ 96.9 $124.7
Lumber 93.1 67.1
Panel Products 24.7 31.3
Other Building Products 42.6 30.3
Pulp 15.8 26.1
Other Raw Materials 23.3 27.9
Supplies 21.2 16.8
LIFO Reserve (103.8) (89.5)
----- -----
Total $213.8 $234.7
====== ======
Timber
L-P follows an overall policy on fee timber that amortizes timber costs
over the total fiber available during the estimated growth cycle. Timber
carrying costs, such as reforestation and forest management, are expensed as
incurred. Cost of timber harvested includes not only the cost of fee timber
but also the amortization of the cost of long-term timber deeds.
Property, Plant and Equipment
L-P uses the units of production method of depreciation for most
machinery and equipment which amortizes the cost of equipment over the
estimated units that will be produced during its useful life.
Provisions for depreciation of buildings and the remaining machinery and
equipment have been computed using straight-line rates based on the estimated
service lives. The effective straight-line rates for the principal classes of
property range from approximately 5 percent to 20 percent.
Logging road construction costs are capitalized and included in land and
land improvements. These costs are amortized as the timber volume adjacent to
the road system is harvested.
L-P capitalizes interest on borrowed funds during construction periods.
Capitalized interest is charged to machinery and equipment accounts and
amortized over the lives of the related assets. Interest capitalized during
1994, 1993 and 1992 was $5.5 million, $3.5 million and $4.9 million.
L-P defers start-up costs on major construction projects during the
start-up phase and amortizes the deferral over seven years. Start-up costs
deferred during 1992 were $23.8 million. No start-up costs were deferred
during 1994 or 1993.
Income Tax Policies
During the first quarter of 1993, L-P adopted the provisions of
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" (SFAS No. 109), which utilizes the liability method whereby deferred
income taxes are determined based on the estimated future tax effects of
differences between the financial statement and tax basis of assets and
liabilities using the tax rates applicable at the balance sheet date.
Adoption of this standard resulted in a one-time, after tax charge of
$7.2 million or six cents per share. In addition L-P was required to adjust
certain assets of its Kirby Forest Industries ("Kirby") subsidiary. This
adjustment was required since the acquisition of Kirby was originally recorded
in 1986 "net of tax." The result was an increase in timber of $97.7 million,
an increase in property, plant and equipment of $5.9 million, a decrease in
inventories of $.7 million, an increase in current taxes payable of
$5.9 million and an increase in deferred taxes payable of $104.1 million. The
effect of adopting this standard did not have a material impact on pretax
income or income tax expense.
Income before taxes and cumulative effects of accounting changes for the
years ended December 31, was taxed under the following jurisdictions:
YEAR ENDED DECEMBER 31 (IN MILLIONS) 1994 1993 1992
Domestic $524.1 $416.2 $270.6
Foreign 35.5 11.4 12.5
------ ----- -----
$559.6 $427.6 $283.1
====== ====== ======
Provision (benefit) for income taxes includes the following:
YEAR ENDED DECEMBER 31 (IN MILLIONS) 1994 1993 1992
Current tax provision:
U.S. federal $171.8 $149.5 $81.9
State and local 24.9 22.6 9.0
Foreign 8.1 2.7 1.8
----- ----- -----
Total current tax provision $204.8 $174.8 $92.7
====== ====== ======
Deferred tax provision (benefit):
U.S. federal $ 3.3 $ (.2) $12.2
State and local .4 .1 1.3
Foreign 1.3 (1.5) -
----- ----- -----
Total deferred tax provision (benefit) $ 5.0 $ (1.6) $13.5
====== ====== ======
L-P increased its U.S. deferred tax liability in 1993 as a result of
legislation enacted during 1993 increasing the corporate tax rate from
34 percent to 35 percent effective January 1, 1993. Included in the deferred
tax provision is the effect of the 1 percent increase and other tax law
changes related to L-P's deferred income tax liability which resulted in a net
charge of $4.4 million, or $.04 per share.
<PAGE>
The tax effects of significant temporary differences creating deferred
tax (assets) and liabilities at December 31, 1994 and 1993 were as follows:
YEAR ENDED DECEMBER 31 (IN MILLIONS) 1994 1993
Property, plant and equipment $155.8 $155.8
Timber and timberlands 146.7 148.6
Inventories (1.9) (4.0)
Accrued liabilities (9.2) (16.1)
Benefit of foreign capital loss
and NOL carryover (8.4) (10.3)
Benefit of foreign ITC carryover (64.3) (65.7)
Other (1.5) 1.1
Valuation allowance 52.6 55.4
----- -----
Total deferred taxes $269.8 $264.8
====== ======
L-P's subsidiary, Louisiana-Pacific Canada Ltd. ("LPC"), has unrealized
foreign investment tax credits ("ITC") of approximately C$90 million. These
credits can be carried forward to offset future tax of LPC. However, these
credits expire C$4 million in 1996, C$5 million in 1997, C$20 million in 1999,
C$6 million in 2000, C$46 million in 2001, C$4 million in 2003 and C$5 million
in 2004. In addition, LPC has capital loss carryovers of C$31 million
available to offset capital gains in future years. These capital loss
carryovers will not expire.
The following table summarizes the differences between the statutory
federal and effective tax rate:
YEAR ENDED DECEMBER 31 1994 1993 1992
Federal tax rate 35% 35% 34%
Tax-exempt investment income - (1) (1)
State and local income taxes 4 4 4
Fines - 1 1
Other (1) 1 -
--- --- ---
38% 40% 38%
=== === ===
Marketable Securities and Securities Transactions
The balance sheet caption "Investments and Other Assets" includes, among
other items, investments in certain marketable equity securities. Realized
gains or losses are computed based on actual transaction prices of the
securities sold and are reflected in income in the period in which the
transaction occurred. At December 31, 1994 and 1993, the carrying value of
these securities approximates the market value and therefore Financial
Accounting Standards Board Statement No. 115 "Accounting for Certain
Investments in Debt and Equity Securities," which requires unrealized gains
and losses on these securities to be recognized as an adjustment to
stockholders' equity, did not have a material impact on L-P's consolidated
financial statements.
L-P has only limited involvement with derivative financial instruments
and at December 31, 1994 had no material derivative financial instruments
outstanding.
Foreign Currency Translation
Assets and liabilities denominated in foreign currencies are translated
to U.S. dollars at the exchange rate on the balance sheet date. Revenues,
costs, and expenses are translated at average rates of exchange prevailing
during the year. Translation adjustments resulting from this process are
shown separately in stockholders' equity.
OTHER NOTES TO FINANCIAL STATEMENTS
Accounts Payable and Accrued Liabilities
DECEMBER 31 (IN MILLIONS) 1994 1993
Accounts payable $105.5 $ 78.6
Salaries and wages payable 20.4 19.4
Taxes other than income taxes 13.3 13.3
Workers' compensation 11.4 11.5
Other accrued liabilities 42.9 26.4
----- -----
$193.5 $149.2
====== ======
LONG-TERM DEBT
INTEREST RATE AT DECEMBER 31,
(IN MILLIONS) 12/31/94 1994 1993
Project Bank financings -
Chetwynd, B.C. pulpmill, balance due in
1996, interest rate variable 6.3% $ 80.0 $ 98.0
Nova Scotia fiber gypsum plant, payable
in 1997 and 1998, interest rate variable 2.7 34.7 34.7
Sunpine Forest Products, payable 1995-2002,
Sundre, Alberta, interest rate variable 6.6 5.7 7.8
Project Revenue Bond Financings -
Ketchikan, AK, payable in 1995, interest
rate variable - - 10.7
Newberry, MI, payable in 2009, interest
rate variable 4.0 7.6 7.6
Two Harbors, MN, payable in 2004,
interest rate variable 4.4 8.0 8.0
Wilmington, NC, payable in 1999, interest
rate variable 4.9 10.0 10.0
Other, payable in varying amounts 1995-2000,
interest rates fixed 7.0 .7 .7
Employee Stock Ownership Trust (ESOT) Loans -
Hourly ESOT, payable annually 1995-1999,
interest rate fixed 8.3 34.0 42.5
Salaried ESOT, payable annually 1995-1999,
interest rate variable 4.8 24.0 30.0
Santa Fe Industries, Inc. - - 36.3
Other installment notes and contracts, payable
in varying amounts 1995-2000, interest
rates vary 0.0-9.0 5.1 2.3
----- -----
$209.8 $288.6
====== ======
The carrying amounts of L-P's long-term debt approximates fair market
value since the debt is primarily variable rate debt.
Debt is generally unsecured except for the Sunpine Forest Products debt
which is secured by the assets of Sunpine and also guaranteed by L-P. The
debt represents 100 percent of Sunpine's obligations, however, L-P Canada Ltd.
is a 50 percent joint venture partner. Other installment notes and contracts
were incurred primarily through acquisitions of plants and timber.
Many of L-P's loan agreements contain lender's standard covenants and
restrictions. L-P was in compliance with all of the covenants and
restrictions of these agreements during 1994 and 1993.
L-P has a $100 million revolving credit facility with a group of banks
which expires in 2000. Interest on borrowings under the credit line is
computed on one of numerous variable interest rate formulas at L-P's option.
L-P pays a commitment fee on the unused credit line. There were no borrowings
in 1994 or 1993.
The weighted average interest rate for all debt at December 31, 1994 and
1993 was 5.7 percent and 4.3 percent. Required repayment of principal for
long-term debt is as follows:
YEAR ENDED DECEMBER 31 (IN MILLIONS)
1995 $ 81.9
1996 97.4
1997 23.2
1998 45.3
1999 25.8
2000 and after 18.1
-----
$291.7
======
Retirement Plans
L-P maintains tax-qualified Employee Stock Ownership Trusts ("ESOTs"),
for salaried and certain hourly employees under which 10 percent and
5 percent, respectively, of the eligible employees' annual earnings is
contributed to the plans. Beginning in 1995, L-P will contribute 10 percent
of the eligible employees' annual earnings for certain hourly employees and
freeze the benefits in their defined benefit plans. Approximately 11,000 L-P
employees participate in the ESOTs. Fully funded defined benefit plans also
supplement the hourly employees' retirement package.
Compensation expense for ESOT shares allocated to employees each year is
generally based on the ESOTs' cost of the shares. However, as required by SOP
93-6, compensation expense for the 1,843,621 shares sold to the ESOTs in 1994
(of which 368,724 shares per year will be allocated to participants' accounts
in 1995 through 1999) will be based on the market value of the shares at the
time of allocation. L-P's ESOTs held a total of 14,571,288 shares at December
31, 1994 of which 7,246,051 were allocated to participants' accounts.
ESOT contributions were as follows:
YEAR ENDED DECEMBER 31 (IN MILLIONS) 1994 1993 1992
Compensation expense $18.1 $18.0 $16.8
Interest incurred on ESOT debt 4.8 5.6 7.2
Less dividends paid on
unallocated ESOT shares (3.1) (3.5) (3.7)
----- ----- -----
Total contribution $19.8 $20.1 $20.3
====== ====== ======
L-P also maintains other defined contribution pension plans covering
various groups of hourly and salaried employees in the U.S. and other
countries. Contributions to the plans are generally computed by one of three
methods: 1) L-P contribution required based upon a defined formula with no
employee contributions allowed; 2) L-P contribution required based upon a
defined formula with elective employee contributions; and 3) elective employee
contributions only with no L-P contribution allowed.
L-P also has a number of defined benefit pension plans covering its
hourly employees. Contributions to these plans are based on actuarial
calculations of amounts to cover current pension and amortization of prior
service cost over periods ranging from 10 to 20 years. Contributions to
multi-employer defined benefit plans are specified in applicable collective
bargaining agreements.
The status of L-P administered defined benefit pension plans is as
follows:
DECEMBER 31 (IN MILLIONS) 1994 1993
Accumulated benefit obligation
Vested portion $ 91.7 $ 96.4
Nonvested portion 3.4 3.7
----- -----
Total 95.1 100.1
Effect of future compensation - 10.4
----- -----
Projected benefit obligation 95.1 110.5
Plan assets 114.3 121.7
----- -----
Net funded status 19.2 11.2
Unrecognized asset at transition (16.3) (19.2)
Unrecognized prior service - .5
Unrecognized net loss 10.1 16.3
----- -----
Net prepaid pension expense $ 13.0 $ 8.8
====== ======
The actuarial assumptions used to determine pension expense and the
funded status of the plans for 1994 and 1993 were: a discount rate on benefit
obligations of 8.5 percent in 1994 and 7.5 percent in 1993, and an
8.75 percent expected long-term rate of return on plan assets in 1994 and
1993.
The assets of the plans at December 31, 1994 and 1993 consist mostly of
government obligations, and minor amounts in equity securities and cash and
cash equivalents.
Pension expense included the following components:
YEAR ENDED DECEMBER 31 (IN MILLIONS) 1994 1993 1992
Benefits earned by employees $ 4.8 $ 3.9 $ 3.5
Interest cost on projected
benefit obligation 8.2 7.4 6.7
Return on plan assets (10.1) (9.4)
(9.6)
Net amortization and deferral (1.3) (2.4)
(2.4)
----- ----- -----
Net periodic pension expense (income) 1.6 (.5)
(1.8)
Contributions to multi-employer and
defined contribution pension plans 1.8 1.5 1.6
Gain from curtailment of pension plan (5.2) - -
----- ----- -----
Net pension expense (income) $(1.8) $ 1.0 $
(.2)
====== =====
======
During the first quarter of 1993, the Company adopted the Financial
Accounting Standards Board ("FASB") Statement No. 106, "Employers' Accounting
for Post-retirement Benefits Other Than Pensions." The standard requires
employers to record the cost of non-pension retirement benefits during the
working years of the employee. Adoption of this standard resulted in a
one-time charge of $3.2 million or three cents per share, net of $1.9 million
in income taxes, to first quarter 1993 earnings. Net expense in 1994 and 1993
was $.8 million. L-P does not generally provide post-employment benefits (as
defined in FASB Statement No. 112), and therefore adoption of this statement
did not have a material effect on the financial statements.
Stock Options and Plans
L-P grants options to key employees to purchase L-P common stock.
Options are granted at 85 to 100 percent of market price. The options become
exercisable 20 percent or 33 percent per year beginning one year after the
grant date and expire 5 or 10 years after the date of grant. Compensation
expense (income) recognized for stock options was $(.3) million in 1994,
$3.0 million in 1993 and $3.4 million in 1992. Shares available for grant at
December 31, 1994 were 573,100.
Changes in options outstanding and exercisable were as follows:
NUMBER OF SHARES
1994 1993 1992
Options outstanding at January 1 2,800,662 1,345,671 1,039,614
Adjustment for stock splits - 1,539,881 519,807
Options granted 193,350 254,200 154,125
Options exercised (209,809) (289,760)
(297,670)
Options canceled (173,080) (49,330)
(70,205)
--------- --------- ---------
Options outstanding at December 31 2,611,123 2,800,662 1,345,671
========= ========= =========
Options exercisable at December 31 1,137,453 727,082 188,766
========= ========= =========
<PAGE>
PRICE RANGE PER SHARE
1994 1993 1992
Options granted $28 $30 $20
Options exercised $7-$30 $9-$19 $13-$23
Options outstanding $7-$30 $7-$30 $13-$20
L-P also grants awards under the Louisiana-Pacific Corporation Key
Employee Restricted Stock Plan. Shares are issued, at no cost to the
employee, only after certain annual performance criteria are met. The shares
may be issued either in the year concurrent with or subsequent to the
performance criteria being met, depending on several factors. However, the
expense is recorded in the year to which the performance criteria relates
regardless of the year in which the shares are actually issued. The
performance criteria were met in 1994, 1993 and 1992. Total compensation
expense recognized for restricted stock awards was $10.6 million in 1994,
$20.3 million in 1993 and $14.7 million in 1992. Shares available for grant
at December 31, 1994 were 2,374,500.
Changes in the Restricted Stock Awards outstanding were as follows:
NUMBER OF SHARES
1994 1993 1992
Restricted awards outstanding at January 1 960,000 724,500 262,500
Adjustments for stock splits - 500,250 131,250
Restricted awards granted 256,000 360,000 630,000
Restricted awards exercised (412,500) (564,750) (58,500)
Restricted awards canceled (139,000) (60,000) (240,750)
------- ------- -------
Restricted awards outstanding at December 31 664,500 960,000 724,500
======= ======= =======
L-P offers employee stock purchase plans to all employees. Under each
plan, employees may subscribe to purchase shares of L-P stock over 24 months
at 85 percent of the market price. At December 31, 1994, 683,855 shares and
406,569 shares were subscribed at $30.02 and $29.91 per share under the 1994
and 1993 Employee Stock Purchase Plans. During 1994, L-P issued 506, 043
shares to employees at an average price of $19.46 under all Employee Stock
Purchase Plans, including the completion of the purchase period for the 1992
Plan.
Contingencies
Subsequent to December 31, 1994, L-P's Ketchikan Pulp Company ("KPC")
subsidiary reached a plea agreement and consent decree with the
U.S. government regarding water and air compliance problems experienced at
KPC's pulp mill during the late 1980's and early 1990's. Under the
agreements, which are subject to court approval, KPC will enter into a civil
consent decree and will plead guilty to one felony and thirteen misdemeanor
violations of the Clean Water Act. The settlement also calls for KPC to pay
civil and criminal monetary penalties of $6.0 million, of which $1.75 million
will be suspended in consideration of KPC's expenditures and ongoing efforts
to improve its operations. The penalties were substantially reserved for at
December 31, 1994. Future expenditures, which are primarily capital in
nature, to comply with the agreements are estimated to be approximately
$20 million.
L-P has been informed that it and one or more of its employees at its
Montrose, Colorado, plant are the subject of a federal grand jury
investigation concerning alleged tampering with air emissions monitoring
equipment, alteration of plant records and submission of unrepresentative
product samples to a certification agency. See "Events Subsequent to March 1,
1995" for further information.
Certain of L-P's plant sites are suspected of having substances in the
ground or in the groundwater that are considered pollutants. Appropriate
corrective action or plans for corrective action are underway. Where the
pollutants were caused by previous owners of the property, L-P is vigorously
pursuing those parties through legal channels.
In 1992, as part of an overall industry inquiry, L-P received notices of
violation from the U.S. Environmental Protection Agency ("EPA") against
fifteen of its manufacturing facilities. During 1993, L-P reached a
precedent-setting environmental settlement with the EPA, which called for L-P
to pioneer new pollution control technology. The agreement also required L-P
to pay an $11.1 million civil penalty to the Federal government. The payment
was made in November 1993, but had been substantially accrued for in 1992.
L-P maintains a reserve for estimated environmental contingent
liabilities. The balance of the reserve was $13.2 million at December 31,
1994 and $8.2 million at December 31, 1993. The reserve increased during 1994
due to increases in estimates of potential exposure to liabilities. As with
all accounting estimates, significant uncertainty exists in the reliability
and precision of the estimates because the facts and circumstances surrounding
each contingency vary from case to case. Certain facts and circumstances
surrounding each contingency become known as the process evolves which may
significantly increase or decrease the original estimate. L-P cannot estimate
the time frame over which these accrued amounts are likely to be paid out.
L-P monitors its estimated exposure for environmental liabilities and adjusts
its accrual accordingly. A portion of L-P's environmental reserve is related
to liabilities for cleanup of properties which are currently owned or have
been owned in the past by L-P. Certain of these sites are subject to cost-
sharing arrangements with other parties who were also involved with the site.
L-P does not believe that any of these cost-sharing arrangements will likely
result in an additional material liability to L-P due to non-performance by
the other party.
Although L-P's policy is to comply with all applicable environmental
laws and regulations, the company has in the past been required to pay fines
for noncompliance and sometimes litigation has resulted from contested
environmental actions. Also, the items discussed above could result in fines
or penalties against the company. Management believes that any fines,
penalties or other costs resulting from the matters discussed above in excess
of the reserve for environmental contingencies will not have a material
adverse effect on the business, financial position or results of operations of
L-P.
From 1985 through 1994, the registrant has sold approximately 2.5
billion square feet of Inner-Seal(R) oriented strand board siding products
throughout the United States. During this period, warranty claims related to
these siding products have been made against L-P. Where such claims resulted
from improper installation or improper care and maintenance, L-P has sought to
hold the installer or homeowner responsible for a portion of the claim. Where
claims were based on a problem with the product, L-P has honored its warranty
and settled the claims in a timely manner.
From 1985 through 1994, L-P has paid approximately $37 million to settle
siding warranty related claims on approximately 15,000 dwelling units at an
average cost of about $2,500 per unit. This amount includes claims paid of
approximately $10 million in 1994, $5 million in 1993 and $5 million in 1992.
In October 1994, an action was filed against L-P and other defendants in
the state of Florida on behalf of a purported class of all homeowners in that
state whose homes were constructed using Inner-Seal(R) siding. The complaint
alleges that the siding is deteriorating prematurely due to latent defects in
the material and seeks damages for alleged breaches of express or implied
warranties and for alleged failure to disclose material defects. The
complaint also seeks an injunction barring L-P from selling Inner-Seal(R)
siding as an exterior siding material in the state of Florida. The attorney
for the plaintiffs claims the class may number in excess of 30,000 homeowners
and that the claim for damages may exceed $5,000 per home, resulting in
aggregated claimed damages in excess of $150 million. L-P believes it has
factual and legal defenses to the complaint.
L-P believes that it is probable that additional Inner-Seal(R) siding products
claims will be made against the company. Some of these claims will likely be
made in the form of warranty claims, while others will likely be made as
litigation claims.
Events Subsequent to March 1, 1995
Colorado Criminal Proceeding
Since March 1, 1995, additional subpoenas were issued in conjunction
with the federal grand jury investigation of L-P and one or more of its
employees at its Montrose, Colorado, OSB plant (see previous discussion under
the heading "Contingencies") requiring the production of evidence and
testimony relating to alleged fraud in connection with the submission of
unrepresentative OSB product samples to APA-The Engineered Wood Association
("APA"), an industry product certification agency, by L-P's Montrose plant and
certain of its other OSB plants. L-P then commenced an independent
investigation under the direction of a former federal judge concerning
irregularities in sampling and quality assurance in its OSB operations. In
June 1995, the grand jury returned an indictment in the U.S. District Court in
Denver, Colorado, against L-P, a former manager of the Montrose mill, and a
former superintendent at the mill. The indictment charges L-P with 31 felony
counts related to environmental matters at the Montrose mill, including
alleged conspiracy, tampering with opacity monitoring equipment, and making
false statements under the Clean Air Act. The indictment also charges L-P
with 25 felony counts of fraud relating to the alleged use of the APA
trademark on OSB structural panel products produced by the Montrose mill as a
result of L-P's allegedly improper sampling practices in connection with the
APA quality assurance program.
L-P is continuing to investigate the nature and extent of any such
activities and is preparing its defense against the charges of the indictment.
At the present time, L-P cannot predict whether or to what extent these
circumstances will result in further civil litigation or investigation by
government authorities, or the potential financial impact of any such
proceedings. However, the resolution of the above matters could have a
materially adverse impact on L-P.
OSB Siding Matters
L-P has reached a settlement agreement, conditionally approved by the
court, but subject to final court approval after an August 1995 fairness
hearing, with attorneys representing the plaintiff class in the Florida OSB
siding action filed in the state of Florida (see previous discussion under the
heading of "Contingencies"). Under the proposed settlement, L-P will
establish a claims procedure pursuant to which members of the settlement class
may report problems with L-P's OSB siding and have their properties inspected
by an independent adjuster who will measure the amount of damage and also
determine the extent to which improper design, construction, installation,
finishing, painting, and maintenance may have contributed to any damage.
While L-P cannot predict the amount of siding for which payment will be made,
the maximum payment for damaged siding will be $3.40 per square foot for lap
siding and $2.82 per square foot for panel siding, subject to reduction of up
to 75 percent for damage resulting from improper design, construction,
installation, finishing, painting, or maintenance, and also subject to
reduction for age of siding more than three years old. Class members will be
entitled to make claims for up to five years after the settlement date.
Because of uncertainty concerning present and future amounts of actual damage
and the extent to which payments may be subject to reduction, L-P is unable to
estimate the aggregate cost of the settlement.
L-P has been named as a defendant in at least ten other purported class
actions filed in various jurisdictions (most of which were filed subsequent to
March, 1995), as well as numerous non-class action proceedings, brought on
behalf of various persons or purported classes of persons (including
nationwide classes) who own or have purchased or used OSB siding manufactured
by L-P because of alleged unfair business practices, breach of warranty,
misrepresentation, conspiracy to defraud, and other theories related to
alleged defects, deterioration, or failure of OSB siding products. The
various actions seek damages and other relief for claimed defects,
deterioration, or failures of OSB siding products; in general, the actions
seek to avoid provisions of L-P's express warranty limiting a customer's
warranty recovery to twice the cost of the product and allege that actual
damages may be significantly higher. Some of the actions also seek injunctive
relief, and some seek to recover treble damages or punitive damages, among
other remedies.
In July 1995, the Attorney General of the State of Florida issued a
subpoena to L-P seeking the production of certain evidence relating to
production, testing, APA certification, marketing, and performance of L-P's
OSB siding. L-P is cooperating in furnishing the requested information.
In April 1995, the Office of the Attorney General of the State of
Washington commenced a formal civil investigation relating to alleged unfair
or deceptive acts or practices related to manufacture and sale of L-P's OSB
lap siding, misrepresentation of the quality or suitability of the siding, and
the existence of a pattern of failure to perform under warranty. L-P is
cooperating with the investigation.
In August 1995, the Attorney General of the State of Oregon also
commenced an investigation concerning sales of OSB siding products.
L-P is continuing to review the nature and extent of any OSB siding-
related liabilities. L-P believes it is probable that additional OSB siding
products claims will be made against it. At the present time, L-P cannot
predict to what extent these circumstances will result in further civil
litigation or investigation by government authorities, nor can it estimate the
potential financial impact of siding-related proceedings; however, the
resolution of these matters could have a materially adverse impact on L-P.
L-P maintains a reserve reflecting management's estimate, based on
historical experience, of the minimum potential exposure from siding warranty
claims. As with all estimates, due to the many factors involved in estimating
claims and because of the rapidly changing nature and scope of siding claims,
significant uncertainty exists in the reliability and precision of such
estimates. There can be no assurance that management's estimates will not
change significantly in the future as additional factors and circumstances
become known and claims are made.
Other
In July 1995, an action entitled MacDonald v. L-P was filed in Superior
Court for the State of California for the County of San Diego, purporting to
be a consumer action brought on behalf of the general public in California.
The action alleges that L-P violated the California Unfair Business Practices
Act through allegedly fraudulent APA certification, quality sampling,
advertising, and marketing of OSB products. The complaint seeks, among other
relief, restitution to members of the public who purchased L-P's OSB products,
return of moneys obtained by L-P from allegedly fraudulent sales, imposition
of an asset freeze and constructive trust, and various injunctive relief. L-P
is reviewing the allegations of the complaint and is unable to make any
estimate of the possible outcome of the action or whether it may have a
materially adverse impact on L-P.
Stockholder Actions
L-P, certain of its executive officers and former executive officers,
and certain other executives have been named as defendants in numerous actions
brought on behalf of various purported classes of purchasers of L-P's common
stock. The actions, which have been consolidated in the United States
District Court for the District of Oregon, seek to recover damages under the
securities laws for alleged failures to disclose or improper disclosures
generally relating to the various legal proceedings described above and the
matters that are the subject of such proceedings. L-P is reviewing matters
related to the allegations of the complaints and is unable to make any
estimate of the possible outcome of the securities class actions.
Acquisition
During 1994, L-P acquired Creative Point, Inc. ("CPI"), a
California-based producer of consumer electronics storage products, by
exchanging shares of L-P treasury stock for all of the outstanding stock of
CPI. The transaction resulted in approximately $20.8 million of goodwill
which has been recorded in the balance sheet caption "Investments and other
assets." The goodwill is being amortized on a straight-line basis over 10
years. The transaction has been excluded from the statement of cash flows as
it was a non-cash purchase. The operations of CPI are not material to L-P.
Commitments
Timber Cutting Contracts
L-P is obligated to purchase timber under cutting contracts, primarily
with the U.S. Forest Service, which extend to 2004. L-P's best estimate of
its commitment at current contract rates under these contracts is
approximately $217.8 million for 2.2 billion board feet of timber, the
majority of which expire in 2004.
Leases
Payments under all operating leases that were charged to rental expense
during 1994, 1993, and 1992 were $7.6 million, $7.1 million and $8.7 million.
L-P's future minimum rental payments under non-cancelable operating leases
total approximately $12.0 million.
Other
During 1995, L-P plans expenditures of $350-$400 million for plant
additions and improvements, timber and logging roads.
Segment Information
L-P operates in two major industry segments. The major products
included in each segment are detailed further in the Product Information
Summary in Item 1. Intersegment sales are chips transferred from
company-owned building products plants to company-owned pulp mills. All
transfers are made at prevailing market prices. Timber and related assets and
capital expenditures for such assets have not been allocated to the industry
segments as these are a prime source of raw materials for both segments. The
cost of logs delivered to the plants and residual fibers are included in the
operating results of the segments.
Export sales were primarily to customers in the Far East, Europe and
Canada.
Information about L-P's geographic segments is as follows:
YEAR ENDED DECEMBER 31 (IN MILLIONS) 1994 1993 1992
Total sales -- point of origin
U.S. $2,937 $2,482 $2,153
Canada and other 158 83 71
Intersegment sales to U.S. (55) (54)
(39)
----- ----- -----
Total sales $3,040 $2,511 $2,185
====== ====== ======
Export sales (included above) $ 371 $ 252 $ 339
====== ====== ======
Operating profit (loss)
U.S. $ 585 $ 479 $ 324
Canada and other 46 24 20
----- ----- -----
Total operating profit $ 631 $ 503 $ 344
====== ====== ======
Identifiable assets
U.S. $2,325 $2,116 $1,911
Canada 363 341 295
All other 28 9 -
----- ----- -----
Total assets $2,716 $2,466 $2,206
====== ====== ======
Information about L-P's industry segments is as follows:
YEAR ENDED DECEMBER 31 (IN MILLIONS) 1994 1993
1992
Total sales
Building products $2,831 $2,434 $2,013
Pulp 220 85 185
Intersegment sales to pulp (11) (8)
(13)
----- ----- -----
Total sales $3,040 $2,511 $2,185
====== ====== ======
Operating profit (loss)
Building products $ 636 $ 562 $ 364
Pulp (5) (59)
(20)
----- ----- -----
Total operating profit 631 503 344
Unallocated expense, net (72) (70)
(47)
Interest, net 1 (5)
(14)
----- ----- -----
Income before taxes, minority interest,
and accounting changes $ 560 $ 428 $ 283
====== ====== ======
Identifiable assets
Building products $1,146 $1,040 $ 934
Pulp 440 423 403
Timber, timberlands, logging
equipment, and roads 733 710 568
Unallocated assets 397 293 301
----- ----- -----
Total assets $2,716 $2,466 $2,206
====== ====== ======
Depreciation, amortization, and cost
of timber harvested
Building products $ 162 $ 157 $ 137
Pulp 29 21 22
Capital expenditures
Building products 228 144 90
Pulp 30 46 33
Timber, timberlands, logging
equipment, and roads 92 118 62
<PAGE>
REPORTS OF INDEPENDENT PUBLIC ACCOUNTANTS AND MANAGEMENT
Report of Independent Public Accountants
To the Stockholders and Board of Directors of Louisiana-Pacific
Corporation:
We have audited the accompanying consolidated balance sheets of
Louisiana-Pacific Corporation (a Delaware corporation) and subsidiaries as of
December 31, 1994 and 1993, and the related consolidated statements of income,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1994. These financial statements are the responsibility of
the Company'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 Louisiana-Pacific
Corporation and subsidiaries as of December 31, 1994 and 1993, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1994 in conformity with generally accepted
accounting principles.
Subsequent to March 1, 1995, the date of our original report, a number
of uncertainties, as discussed in the note entitled "Events Subsequent to
March 1, 1995," have arisen which could have a materially adverse effect on
the Company. The ultimate outcome of these matters cannot presently be
determined.
As discussed in the notes to the consolidated financial statements,
effective January 1, 1993, the Company changed its methods of accounting for
income taxes and post-retirement benefits other than pensions.
Arthur Andersen LLP
Portland, Oregon,
March 1, 1995 (except as to the note entitled "Events Subsequent to March 1,
1995" as to which the date is August 30, 1995)
Report of Management
The management of Louisiana-Pacific Corporation has prepared the
consolidated financial statements and related financial data contained in this
Annual Financial Report. The financial statements were prepared in accordance
with generally accepted accounting principles appropriate in the circumstances
and by necessity include some amounts determined using management's best
judgments and estimates with appropriate consideration to materiality.
Management is responsible for the integrity and objectivity of the financial
statements and other financial data included in the report. To meet this
responsibility management maintains a system of internal accounting controls
to provide reasonable assurance that assets are safeguarded and that
accounting records are reliable. Management supports a program of internal
audits and internal accounting control reviews to provide assurance that the
system is operating effectively.
The Board of Directors pursues its responsibility for reported financial
information through its Audit Committee. The Audit Committee meets
periodically with management, the internal auditors and the independent public
accountants to review the activities of each.
William L. Hebert
Vice President--Treasurer and Controller
March 1, 1995 (except as to the note entitled "Events Subsequent to March 1,
1995" as to which the date is August 30, 1995)
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Louisiana-Pacific Corporation, a Delaware corporation
(the "registrant"), has duly caused this amendment to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date: August 30, 1995 LOUISIANA-PACIFIC CORPORATION
(Registrant)
/s/ WILLIAM L. HEBERT
William L. Hebert
Vice President--Treasurer and Controller
<PAGE>
EXHIBIT INDEX
The following Exhibit 23 replaces Exhibit 23 as filed with the original
Form 10-K. All other exhibits on the original Exhibit Index remain as
exhibits without modifications.
Exhibit Consent of Independent
23 Public Accountants
<PAGE>
<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 10-K/A into the registrant's previously filed
Registration Statement Nos. 2-97014, 33-42276, 33-50958, 33-60264, 33-62944,
33-54859, and 33-55105.
ARTHUR ANDERSEN LLP
Portland, Oregon
August 30, 1995
