Document o61MBKQKdpEMGk3vE3d02Nbg

UNITED STATES OF AMERICA Securities and Exchange Commission ATTESTATION I HEREBY ATTEST that: Attached is a copy of, cover page (page 1), pages 2 through 24 and pages 35 through 59, as contained in, annual report on Form 10-K405, for the fiscal year ended December 31, 1994, received in this Commission March 17, 1995, in the matter of Georgia-Pacific Corporation, File No. 1-3506, pursuant to the provisions of the Securities Exchange Act of 1934. on file in this Commission July 24, 1995 (Date) V> -.yr:j r. ' ' / h| A JUllL Suzanniae LT . M% #c.Hrrug^n Records Officer It is hereby certified that the Associate Executive Director, Office of Filings and Information Services, U.S. Securities and Exchange Commission, Washington, D.C., which Commission was created by the Securities Ex change Act of 1934 (15 U.S.C. 78a et seq.) is official custodian of the records and files of said Commission, and all records and files created or established by the Federal Trade Commission pu rsuant to the provisions of the Securities Act of 1933 and transferred to this Commission in accordance with Section 210 of the Securities Exchange Act of 1934, and was such official custodian at the time of executing the above attestation, and that he/she, and persons holding the positions of Deputy Director, Associate Director, Special Assistant to the Director, Records Officer, and the Branch Chief of Quality Control, or any one of them, are authorized to execute the above attestation. SEC 334 (8-94) *** A01 *** FILER NAME: GEORGIA PACIFIC CORP CIK NUMBER: OOOOO** 1077 FORM TYPE: 10-K405 FILE NUMBER: 1-3506 RECEIVED: 03/17/95 . PERIOD: 12/31/94 FILM NUMBER: 95521700 A02 rtiSr* A03 - 1 SECURITIES ANO EXCHANGE COMMISSION 'JASHINGTCN. O.C. 2054V FORM 10-K405 (Mark One) <X> ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the Fiscal Year Ended Oecember 31, 1994 OR ' > TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIREO) For the iransition period from to Commission File Number 1-3506 GEORGIA-PACIFIC CORPORATION (exact name of registrant as specified in its Charter) Georgia 3-0432081 State or other jurisdiction of incorporation or organization (I.C.S. Employer Identification No.) 133 Peachtree Street, N.E., Atlanta, Georgia 30303 (Adaress of principal executive offices) (Zip Code) Registrant's telephone number, including area code (404) 652-4000 Securities registered pursuant to Section 12(b) of Che Act: Title of each class Name of each exchange on which registered Common Stock (S.80 par value) New York 5 tock Exchange Junior Preferred Scock Purchase ft 19 - S York 5 tock Exchange Secur'ties registered pursuant to Section 12(g) of the Act: None :VVV: A 04 *** 2 Indicate by check mark whether the registrant (1) has filed all reports required to be f Had by Section 13 or 15(d) of the Securities Exchange Act of Ivju during the preceding 12 months (or for such shorter period that the registrant '-'*5 required to file such reports), and (2) has been subject to such filing r;qu>rements for the past 90 days, Tes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item iiOS 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 1G-K or any amendment to this Form 10-K. /X/ The aggregate market value of the voting stock held by non-affiliates of che Registrant as of March 14, 1995, was 16,672,806,651. As of the close of business on March 14, 1995,the Registrant had 90,552,404 shares of Common Stock outstanding. DOCUMENTS INCORPORATED 8T REFERENCE Lisced hereunder are the documents any portions of which are incorporated cy reference and the Parts of this Form 1Q-K into which such portions are incorporated: 1. The Corporation's Annual Report to Shareholders for the fiscal year ended December 31. 1994, portions of which are incorporated by reference in Parts I, II and IV of this Form 1G-K; and 2. The Corporation's definitive Proxy Statement expected to be dated March 24, 1995, for use in connection with the Annual Meeting of Shareholders to be held on May 2, 19>S. portions of which are incorporated by reference into Part III of this Form 1Q-K. r AOS ueorg i a-Pacific Corporation Table of Contents PART I Item 1. Business Item 2. Properties r-:r t. Legal Proceedings Item L. Submission of Matters to a Vote of Security Holders PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters Item 6. Selected Financial Data Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 8. Financial Statements and Supplementary Data item v. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure PART III Item 10. Directors and Executive Officers of the Registrant Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management Item 13. Certain Relationships and Related Transactions PART IV item 1'-. Exhibits. Financial Statement Schedules, and Reports on Form 8-H P-: 1 1 2 3 3 3 L L i i i '/ i y Holder. Relate nan:ial 3 n t s ori giatrant un^r 3 i on 3 nd . : A07 '' 4 par r i tt?m 1. BUSINESS -j.-.rgia-P-j:'f ': Corporation (together with its subsidiaries herein referred "Corporat ion") was organized in 1927 under the- laws of the State of jeorg i a. to Inf.-rmat ion pertaining to the Corporation's business, including industry -j-"merits, set forth under the captions "Building Products,.........Pulp and Paper," "Mana3'*m-nc *s Discussion and Analysis," Note 2 of the Notes to Financial Statements, "Sales and Operating Profits by Industry Segment." and "Operating Statistics" of the Corporal ion's 1994 Annual Report to Shareholders is incorporated herein by reference. TIMBER RESOURCES Information pertaining to the Corporation's timber resources set forth under the -actions "Building Products - Forest Resources" and "Operating Statistics" of ina Corporation's 1994 Annual Report to Shareholders is incorporated herein by reference. MINERAL RESOURCES Information pertaining to the Corporation's gypsum resources set forth under the -action "Building Products - Gypsum Products" of the Corporation's 1994 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 1994 Annual Report to Shareholders is incorporated herein by reference. employees information pertaining to persons employed by the Corporation set forth under tre caption "Management's Oiscussion and Analysis - Other" of the Corporation's 1994 Annual Report to Shareholders is incorporated herein by reference. ITEM 2. PROPERTIES information pertaining to the number of manufacturing facilities as of December 31. 1994 and capacity and historical production volumes as of December 31. 1994 cy plant type set forth under the caption "Operating Statistics" of the Corporation's 1994 Annual Report to Shareholders is incorporated herein by Information pertaining to the Corporation's lease obligations set forth in Note 1 of che Notes to F.inancial Statements of tne Corporation's 1994 Annual Report :o 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. 1 A08 l_}Al PROCEEDINGS frcp* -5* contained in Note 10 of the Notes to financial Statements of the T.ie 'r' j'.,ri`s 1994 Annual Recort to Shareholders ("Note 10") is incorporated Cvc-r-C.0rcorercef,e--r-e---n- ^ce. _jr,.iri cy r.WlROWiENfAL PROCEED INiji Paisuurtsrheuooarnuitiyrecdois tohaepdraeurslteysrvaeondfewrt.hvheiicrohSnemfnc-vunotraUitli-*-p,nrona?rri5H.,5c ?fc1h3S3n9C*o C'o"mcmh isasioonoJ-trh^, nCorporJ'on of .nteresc and costs, of at t,n,i ,,`n"tlal monetary slJ?"* nm*n**i l;3al proceedings which may mee't th is 01 are A?nsde'adsDt erceempobertred31i.n19th9e3. CaobropuotraJtuiolyn's20A. n1n9u9a2l . RteEpeoCrt oo?npoForarmt?omn-ry*ce?v.-.d. frlTr environmental Protection Agency ("EPA") a Notice of Violation ("NOV") allir^ past violations of a construction permit regulating air emissions at the 9 9 C^!oirvpeordatioanses cGonadylNoOrVd, aMlleicghiinggan afdadcitiolintya.l POanstMvairochlat3i1onlooatt't,^k. srem^cutr The Corporation is presently discussing settlement -of thes- claim, with thi ..^ Department of Justice and the State of Michigan. * with the 'J.s. As last reported in the Corporation's Quarterly Report on Form 10-Q for thcuarcer ended June 30. 19y(*. the Western Environmental Law Center on b-haif of ;,e Oregon Natural Resources Council ("ONRC") . filed a citizen's suit against the Corporation (ONRC v. ueorgia-Pacific Corporation) in the U.S. District C-urr in Oregon or, February 16. 1994, alleging violations of wastewater discharge permit limics at the Corporation's Toledo, Oregon plant. Although th* Corporation believes it is in compliance with all the requirements ofthe permit, it has reached a tentative agreement with the plaintiff to s-ttl* th* matter on terms involving a payment by the Corporation of less than *100*000* As reported in the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994, in May 1994. the Corporation's Olympia, Washington facility received a notice of intent to sue from the Atlantic States Legal Foundation ("ASlF") , an environmental group, and a NOV from the Washington Department of Ecology, each making substantially the same allegations of more than 100 violations of the Corporation's permit to discharge waste water into the City of Olympia Publicly Owned Treatment Works. On July 13, 1994, the Corporation and ASLF reached an agreement in principle pursuant to which ASLF has agreed not to pring suit, and the Corporation has agreed to make a donation of *99,900 to an environmental project to be mutually agreed upon by the Corporation and ASLF. Among other conditions outlined in the agreement, the Corporation has also agreed to pay *12.500 in attorneys' fees and costs. The Washington Department vf Ecology nas advised the Corporation that it will not assess a fine or penalty ith respect to its NOV. As reported in the Corporat ion's. Quarterly Report on Form 10-Q for the quarter ended Septemcer 30-, 1994, the EPA filed a Complaint and Compliance Order ("Order") against the Corporation on September 30, 1994, for alleged violations of :ne Resource Conservation and -Recovery Act at its Brunswick, Georgia pulp and caper mill. The Order alleges disposal of black liquor without a permit, treatment of wastewater from accumulated lime mud without a permit, and-failure respond to a spill of sulfuric acid in a manner adequate to minimize the `low hazardous waste. The EPA has proposed a penalty of *160,256. The Corporation responded to the Order on November 4, 1994. and the matter is Currently pending assignment to an EPA administrative law judge foryre soluf- on. jIOXI.n PROCEEDINGS 'th respect to the cases pending against the Corporation in Mississippi state rt relating to the alleged discharge of dioxin into the Leaf River by a Subsidiary of the Corporation, which cases are further described in Note 10 of tr.-j Notes to Financial Statements, on February 16. 1995, plaintiffs in one s.ch S"Su-.t fi.e-j a motion requesting the court to set a priority trial date. T-e court-nas yet ruled on this motion. A09 i \ ( k ! It t i A10 65U8Mt55IOM OF MATTERS TO A VOTE OF SECURITY HOLDERS IT u- f0Urth quarter of 1994, there were no matters submitted to a vot of Purina 1 hol-2*rs through the solicitation of proxies or otherwise. 5i:'jr ' * PART II ;1rfnorm5.ation with fr0es" pReEctGIStoTRAthNeT'Sma-'rCkMeMtONfoEr -iUthITeYCAnadroRrErL^AiTnED.', SrTOuvC-Kr'H"OALDfETR EHARTTPSBt Of the N?"*.t?JfcnAnn.'fi j`tat*w*"tV,`d "Investor Informat ion" o5 th- 2 C-.rqoration > '*?< Annual Recort to Shareholders is incoroorated h.L; k rjference. As of the close of business on March 14 common stock price -as J74.63. *1 ra ? y. the Corporation's ITEM 6. StLcCTEO FINANCIAL OATA InSfoerlemcatetdionFinuaitnhciarel sDpeactat -toOSperl^a-tito-dns" and'"S^,, ct'V?- 'rth th* ceptions Piosinitcioonrp, oErandtedofhY*-e-a.ir."i boyf trheeferCenocrec. orafi. T1^9./-4, CAfendnuFalnRenepcoiartl DtoataSh-areholders1 3 1 All ? ITEM 7. MANAGEMENT '5 0I3CUSSI0N AND ANALYSIS Of FINANCIAL CONDITION AND RESULTS OF OPERATIONS Information 'ith respect to Management's Discussion and Analysis sat forth under Cne caption "Management's Discussion and Analysis" of the Corporation's 1 ?'/<* Annual Report to Snaraholdars is incorporated herein by reference. ITEM i- FINANCIAL STATEMENTS AnO SUPPLEMENTARY DATA Information with respect to Financial Statements and Supplementary Data as sat forcn under tne 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 1094 Annual Recort to Shareholders is incorporated herein by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND fInANCIAL disclosure There have teen no changes in or disagreements with accountants on accounting oid financial disclosure within the twenty-four months prior to the date of the most recent financial statements filed as part of the 1994 Annual Report on Form 10-:'. 4 . A12 6 PART HI 10. IR5Cr.j3 AMO EXECUTIVE OFFICERS OF THE REGISTRANT Jr,fv.-:njc ivi with I'iiCict to Directors of the Corporation is incorporated herein -r reference to the Corporation's Notice of 1995 Annual Meeting of : rc. -hold-rs jr.j Proxy Statement expected to be dated March 24. 199S. executive Officers of the Registrant the executive officers of the Corporation are as follows: Mam* A. D. Corrall y. E. Babin yavis IT. Mortensen Jamas E. 3sC i c , Jr. Date first elected as Age an officer 53 1953 59 1990 62 1932 47 1991 Gerard R. Brandt 55 1990 Donald L. -Slass 46 1 962 James F. i'.elley Clint m. "enr.edy Maurice ,J. Cring George A. MacConnell Joe*, f. ilc-jOvarn Jo.-.-. F. 53 u} 47 51 1993 1 956 1963 1 963 1 >*s3 IvoS Position, or office Chairman and Chief Executive Officer and a Director Executive Vice President Pulp and Paper Executive Vice President Building Products Senior Vice President Environmental, Goveinmenc Affairs and Communications Senior Vice President Human Resources Senior Vice President Building Products Manufacturing and Sales Senior Vice President - Law and General Counsel Senior Vice President - Pulp. Bleached Board and Logistics Senior Vice President Containerboard and Packaging Senior Vice President Distribution and Killwork Senior Vice President - Finance and Chief Financial Officer Senior Vice President forest Resources 801 *'* 9y David w. Reynolds 63 1983 Senior Vice President Administration Lee M. Thomas 50 1993 Senior Vice President - Paper James E. Terrell 45 .1989 Vice President and Controller Alston 0. Correll has bean Chief Executive Officer since May 4, 1993. and Chairman since December 2. 1993. He served as President and Chief Operating Officer of the Corporation from August 1991 until May 4, 1993, ant, as President and Chief Executive Officer from May 4. 1993. unti t'ecember 2. 1993. Mr. Correll became an officer of the Corporation in 1988, and served as Senior Vice President - Pulp and Printing Paper from February 1988 through March 1989, and Executive Vice President - Pulp and Paper from April 1989 through July 1991. W.E. Sabin 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. Prior to joining the Corporation, Mr. Babin held the position of Group Vice President with Inland Container Corporation (a forest products company) for approximately eight years. avis K. Mortensen has been Executive Vice President - Building Products since 1989. He became an executive officer in 1987, when he was elected Executive Vice President - Building Products Manufacturing. James t. 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 Janua y 1995, Grou~ Vice President - Butler Paper and Mail-Well from January 1992 to April 1992, and Vice President - Butler Paper and Mail-Well from January 1991 tc January 1992. In addition, Mr. Bostic was General Manager. Commercial Products and Systems Division, from 1990 to 1991 and Director of Sales Operations. Consumer Paper Group, from 1988 to 1989. 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 .'-aper and Mail-Well from May 1992 to July 1993, Vice President - Butler Paper and MailWell' from April 1992 to May 1992. Vice President - Communication Papers Manufacturing from May 1990 to April 1992, and Director - Printing Paper Manufacturing from December 1988 to May 1990. Donald L. Glass has been Senior Vice President - Building Products Manufacturing and Sales since 1991. served as Senior Vice President - Building Products Manufacturing from 1989 to 1991. and served as Vice President - Gypsum and Roofing Division from 1987 to 1989. James F. Kelley joined the Corporation as Senior Vice President - Law and General Counsel in December 1993. Prior to that time.'he vTas a partner in the law firm of Jones, Day, Reavis 4 Pogue. 602 10 CUnc m. Kennedy has teen Senior Vice President - Polo, 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, Vice President - Sales and Marketing. Pulp and Bleached B^ard from May 1990 to July 1992. and Vice President - Pulp. Kraft Paper and .Contair.erboard Sales from January 1986 to May 1990. Maurice 4. Kcing 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. served as Senior Vice President - Distribution and Specialty Operations from 1989 to February 1993, and served as Senior Vice President - Distribution Division from 1987 to 1989. John F. McGovern has been Senior Vice President - Finance since January 1993 and Chief Financial Officer since February 1994. `He served as Vice President Finance from 1983 until January 1993. and as Treasurer from March 1992 to Octocer r?9''. 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. Vice President - Eastern Uood Products Manufacturing Division from 1989 to 1991 and Vice President - Mid-Continent Wood Products Manufacturing Division from 1983 until 1989. 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 1991' . 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 t. Terrell was elected Vice President of the Corporation in January 1991 and has served as Controller since 1989. Mr. Terrell served as Group Controller -- Administration and Financial Reporting from 1987 to 1989. The Corporation's Board of Directors elects officers of the Corporation "ho hold the offices to which they are elected until the next annual organizational meecing of the Board. The Compensation Committee recommends to the Board of Directors the amount of compensation for all 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. 7 -= 003 *-** n ITEM 11. EXECUTIVE COMPENSATION Information vi i t r respect to Executive Compensation is incorporated herein by reference co the Corporation's Notice of 1995 Annual Meeting of Shareholders and Proy Statement expected to be dated March 24, 1995. 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 1995 Annual Meeting of Shareholders and Proxy Statement expected to be dated March 24,.1995. 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 1995 Annual Meeting of Shareholders and Proxy Statement expected to be dated March 24, 1995. 8  * 004 '.2 PART IV [ TM 14. (a) EXHIBITS . FINANCIAL STATEMENT SCHEDULES. AND REPORTS On FORM 8-i( The following documents are filed as a part of this Annual Report for jeorgia-Pacitic Corporation and subsidiaries: (1) The Financial Statements, Notes to Financial Statements and the Report of Independent Public Accountants dated February 16. 1995 listed below are incorporated herein by reference to the Corporation's 1994 Annual Report to Shareholders: Statements of Income for the years ended December 31. 1994. 1993 and 1992. Statements of Cash Flows for the years ended December 31. 1994, 1993 and 1992. Balance Sheets as of December 31 , 1994 and 1993. Statements of Shareholders' Equity for the years ended Oeeember 31 . 1994. 1993 and 1992. 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. 1994. 1993 and 1992. 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 3.1 Articles of Incorporation, restated as of October 30. 1989. 3.2 Bylaws as amended to date (Filed as Exhibit 3.2 to the Corporation's Quarte'ly Report on Form 10-Q for the quarter ended March 31, 1994, and incorporated herein by this reference tnereto). 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 9 BOS ' 13 10-0 for the quartan ended Juna 30. 1993, and incorporated herein by this rafaranca tharato). 4.1 ( ii) Amendment No. 1 to Cradit Agreement. datad as of November 30. 1994, among Georgia-Pacific Corporation, tha landars namad tharain and Bank of Amarica National Trust and Savings Association, as agant. 4.2 In ralianca upon Itam 601(b) (4) (i i i) of Regulation 5-K. various instruments defining Che rights of holders of long-term debt of the Corporation are not being filed herewith because tha total of securities authorized under each such instrument does not exceed 10Z of the total assets of the Corporation. The Corporation hereby agrees to furnish a copy of any such instrument to the Commission upon request. 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 actached as Exhibit A. 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 3-3 dated May 9, 1990, and incorporated herein by this reference thereto). 4.4 ( i i) First Supplemental Indenture, dated as of July 27, 1988. among Georgia-Pacific Corporation, The Chase Manhattan Sank (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 che year ended December 31, 1993, and incorporated herein by this reference thereto).* 10.2(i) Executive Retirement Agreement (Officers Retirement Plan) (Filed as Exhibit 1Q.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).* 1Q.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 che year ended December 31. 1991, 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-Kf BW *- 10.2('ii) 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 Reoort on Form 10-K fur the year ended December 31, 1992. and incorporated herein by this reference thereto).* 10.2 (i v) Amendment No. 2 to the Executive Retirement Agreement of Winfred E. Babin (entered into August 3, 1993) (Filed as Exhibit 10.2(ix) to the Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30. 1993, and incorporated herein by this reference thereto).* 10.2(v) Executive Retirement Agreement of James F. Kelley (entered into December 6, 1993).* 10.2(vi) Amendment No. 2 to Executive Retirement Agreement for James C. Van Meter (entered into as of February 28, 1994) (Filed as Exhibit 10.2(v) to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1993, and incorporated herein by this reference thereto).* 10.3 (i) Key Salaried Employees Group Insurance Plan - Pre-1987 Group (As Amended and Restated Effective January 1, 1987) (Filed as Exhibit 10.3(0 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-J.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 (i v) 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^lO-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. *-='< 007 11 10.3(v>) Amendment No. 3 to tne Key Salaried Employees Group Insurance Plan - Post-1986 Group (effective August 1. 1994) (Filed as Exhibit 10.3(vi) to the Corcoration's Quarterly Report on Form 1Q-<1 for tha quarcer ended Jvna 30. 1994 . and incorporated herain by chi. rafaranca thereto).* 10.4 Directors Retirement Program (Filed as Exnibit 10.4 to the Corporation's Annual Report on Form 10-K for tha year ended December 31. 1991. and incorporated herein by this reference thereto).* lO.SCi) 1990 Long-Term Incentive Plan (Filed as Exhibit 10.L 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 Retirement Letter Agreement of James C. Van Meter dated February 28, 1994 (Filed as Exhibit 10.7 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 Consulting Agreement between Georgia-Pacific Corporation and James C. Van Meter dated February 28. 1994 (Filed as Exhibit 10.8 to the Corporation's Annual Report on Form 10-K for the year ended December 31. 1993. and incorporated herein by this reference thereto). 10.8 1993 Management Incentive Plan (Filed as Exhibit 10.11 to the Corporation's Annual Report on Form 10-K for the year ended December 31. 1992. and incorporated herein by this reference thereto).* 10.9 1994 Management Incentive Plan (Filed as Exhibit 10.11 to the Corporation's Annual Report on Form 10-K for the vear ended December 31. 1993, and incorporated herein by this reference thereto).* 10.10 1995 Economic Value Incentive Plan.* 10.11(i) 1995 Shareholder Value Incentive Plan.* 10.11 (ii) Form of Shareholder Value Incentive Stock Option.* renag-jment contract or compensatory plan or arrangement required to be filed C -'5 jan c'tv Item 14(c) of this Annual Report on Form 10-K. 'f 12 BO? 16 Receivables Purchase Agreement dated as of June 1, 19v0. among Georgia-Pacific Corporation, as the Sel'er. and Asset Securitization Cooperative Corporation, Corporata Assat Funding Company . Ine. , Falcon Assat Seeuritizacion Corporation and Matterhorn Capital Corporation, as the Purchasers, and Canadian Imparial Bank of Commerce, as tha Administrative Agant (Filed as Exhibit 10.17(i) to tha Corporation-s Annual Report on Form 10-K for tha yaar andad December 31 , 1990. and incorporated harain by this rafaranca tharato). 1Q.12(ii) Receivables Purchasa Agraamant datad as of Juna 1, 1990, among Georgia-Pacific Corporation, as tha Sailer, and Canadian Imparial Bank of Commerce, Citibank, N.A. and Tha First National Bank of Chicago, as tha Secondary Purchasers, and Matterhorn Capital Corporation and Canadian Imperial Bank of Commerce, as tha Administrative Agant (Filed as Exhibit 10.17Cii) to the Corporation's Annual Report on Form 10-K for the year andad December 31, 1990, and incorporated herein by this reference thereto). 1 10.13 Agreement, affective as of March IS. 1993. among Georgia-Pacific Corporation, Hercules Incorporated, and Lee. M. Thomas. 11 Statements of Computation of Par Share Earnings. 12 Statements of Computation of Ratio of Earnings to Fixed Charges. 13 Portions of Georgia-Pacific Corporation's 1994 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 PublicAccountants. 24 Powers of Attorney. 27 Financial Data Schedule. 99 Parts 2 and 3 of Article 11 of tha 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) (Filad as Exhib't 28 to tha Corporation's Annual Report on Form ' Q-ll for the year ended December 31, 1990, and incorporated herein by this reference thereto). (b) Reports on Form 8-K No Cjrrent Reports on Form 8-K were filed during the fourth quarter of fiscal 1994. 13 ( : 810 17 SIGNATURES Pursuant c's the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on c,:n* ''if ty the undersigned, thereunto duly authorized. 1:3 c' GEORGIA-PACIFIC CORPORATION (Registrant) By: 7s7 A. >. Cornell (A. 0. Correll. Chairman and Chief Executive Offiter) Date: March 17,1995 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 capacities and on the dates indicated. ; ignature Title Oate As Officers or Directors of GEORGIA-PACIFIC CORPORATION /s/ A. D. Correll (A. D. Correll) Director, Chairman and Chief Executive Officer (Principal Executive Officer) March 17, 1995 /s/ John F. McGovern ------------ ----------------------------------------- (John F. McGovern) Senior Vice President - Finance March 17, 1995 and Chief Financial Officer (Principal Financial Officer) /s/ James . Terrell (James t. Terrell) Vice President and Controller March 17. 1995 (Principal Accounting Officer) 0 i rect or March 17. 1995 ('<obert Carswell) Director March 17, 1995 (_'e--'ei Plummer Cobb) Director March 17, 1995 C.ine Evans) Director March 17. 1995 (GonaId V. Fites) D i rector March 17, 1995 (-arvey C. Fruehauf. Jr.) 14 Director March 1 7, 1995 March 17, 1995 March 17. ^995 March 17, 1995 March 17. 1995 March 17, 1995 March 17, 1995 March 17, 1995 an asterisk of Indapardanc Public Accountants as to Schadula ,-MriSvl-fs ord cha Board of r- 'f Saorgia-Paeific Corporation; 3ir4Ct'-r* - 7r^J^;:c^ntr]r^;^r:^cn?rco^or^^r?ncr,tin9 form 10-K. and hava issuad our ra^or?Th.r-on`'jT^'^nc* in :,>c -as ">ada for cha c-jrpose of forming an opinion on the b^i"- 1* ' 19?5' 0ur ^acamants cakan as a nhole Schedule II is :ha rascons tilitt nf Corporation's management and is presented for ch- purple of ~ ! itias and Exchange Commission's rul*s and i ...,0 *e of complying with cha Mnan-'ial stacamancs. This schedule ha, been ^bj-c ed*to th-^V3*^ procedures acpliad in cha aodit of the basic finan:iafdJ*Jh auditing opinion, fairly statas in all notarial raspact, the f ir.anclur ce iit forth tharain ,n ralacion to tha basic financial laments t'akan'as 1 -nota. * as a Atlanta. Georgia fecruary 16, 1vv5 /%/ ARTHUR ANDERSEN LLP 16 C01 *** 20 GEORGIA-PACIFIC CORPORATION AND SUBSIDIARIES SCHEDULE II " VALUATION ANO OUALIFTING ACCOUNTS FOR THE TEARS ENDED DECEMBER 31, 1994, 1993 AND 1992 (Mi(Lions) Column A Description Column 8 Balance at beginning of period Column C Addi t ions1 2 3 Charg'd to costs and expenses Charg'd to other accounts Tear ended December 31 . 1994 Allowance for doubtful accounts S 32 X 31 1 (2 Tear ended December 31 . 1993 Allowance for doubtful a c court - * s 35 X 6s Tear ended December 31, 1992 Allowance for doubtful accounts x 36 s 10 I 1 (2 (1) Includes S2 million deducted with the sale of Butler Paper Company assets and S9 million of accounts written off. (2) Recoveries of accounts previously written off. (3) Accounts written off. 17 C02 -- 85 [DIARIES i!M<3 accounts lvvj AfJO 1 yv2 Column C Additions arged to osts and e*censes Charged to other accounts Column 0 Deductions Column E Balance at end of period 5$ 1 C2) S (8) (3) S 28 8$ - S (11) (1) i 32 10 T 1 (2) I (12) (3) S utler Paper Company assets 35 COJ 21 GEORGIA-PACIFIC CORPORATION index to exhibits FILEO UITH THE annual REPORT ON FORM 10-K FOR THE TEAR ENDED DECEMBER 31. 1994 NUMBER DESCRIPTION 3.1 Articles of Incorporation, restated as of October 30. 1989. (1) 3.2 Bylaws as emended to date (Filed as Exhibit 3.2 to the Corporation ' r Quarterly Report on Form 1Q-Q for the quarter ended March 31, 19'.'!. 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). !+.l(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. (1) <4.2 In reliance upon Item 601 (b) (4) ( i i i) 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 authorited under each such instrument does not exceed 10Z of the total assets of the Corporation. The Corporation hereby agrees to furnish a copy of any such instrument to the Commission upon request. 4.3 Rights Agreement, dated as of July 31. 1989, between Georgia-Pacific Corporation and First Chicago Trust Company of New fork, with form of Rights Certificate attached as Exhibit A. (1) 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). (1) Filed via EDGAR tt i t . co<* COS 22 10.1 Cirectors <3 roue L i fe Insurance Program (Filed as Exhibit 10.1 to the Cursor at ion's Annual Resort on form 10-K for the year ended Oecember 31. 1993. and incorporated herein by tnis reference thereto). I0.2(i> Executive Retirement Agreement (officers Retirement Plan) (Filed as Exnibit 10.2(i) to the Corporation's Annual Resort on Form 1Q-K for e year ended Oecember 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 Oecember 31, 1991, and incorporated herein by this reference thereto). 1u.2(>ii) 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 Oecember 31. 1992. and incorporated herein by this reference thereto). 1u.2(iv) Amendment No. 2 to the Executive Retirement Agreement of Winfred E. Babin (entered into August 3, 1993) (Filed as Exhibit 10.2(ix) to the Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 1993. and incorporated herein by this reference thereto). I0.2(v) Executive Retirement Agreement of James F. Kelley (entered into Oecember 6. 1993). (1) 10.2(vi) Amendment No. 2 to Executive Retirement Agreement for James C. Van Meter (entered into as of February 28. 1994) (Filed as Exhibit 10.2(v) to the Corporation's Annual Report on Form 10-K for the year ended Oecember 31. 1993, and incorporated herein by this reference thereto). 10.3(1) Key Salaried Employees Group Instance Plan - Pre-1987 Group (As Amended and Restated Effective January 1. 1987) (Filed as Exhibit 10.3(0 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(iO 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 Oecember 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 Oecember 31. 1991. and incorporated herein by this reference thereto). (1) FI .ed via EDGAR 13 C06 *** 23 10.3( iv) Amendment No. 1 (Effective January 1, 1991) to the Key Salaried Employees Group Insurance Plan - Post-1986 Group (Effective January 1967) (Filed as Exhibit 10.3(iv) to the Corporation's Annual Report Form 10-K for the year ended Oecemcer 31 . 1991 , and incorporated herein by t.*.is reference thereto). 1, on 10.3 i v) Amendment No. 2 to Key Salaried Employees Group Insurance Plan Post-1988 Group (effective January 1, 1987) (Filed as Exhibit 10.S(v) to the Corporation's Quarterly Report on Fora 10-Q for the quarter ended September 30. 1993. and incorporated herein by this' reference tnereto). 10.3 (v i) Amendment No. 3 to 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 tnereto). 10. '+ Directors Retirement Program (Filed as Exhibit 10.4 to the Corporation's Annual Report on FormIQ-K for the year ended Oecember 31. 1991. and incorporated herein by this reference thereto). I0.5(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). n o. 5 c ;) 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 Oecemcer 31. 1991. and incorporated herein by this reference thereto). 10. O Retirement Letter Agreement of James C. Van Meter dated February 28, 1994 (Filed as Exhibit 10.7 to the Corporation's Annual Report on Form 10-K for tre year ended December 31. 1993. and incorporated herein by this reference thereto). 10.7 Consulting Agreement between Georgia-Pacific Corporation and James C. Van Meter bated February 28, 1994 (Filed as Exhibit 10.8 to the Corporation's Annual Report on Form 10-K for the year ended December 31 . 1993, sr.d incorporated herein by this reference thereto). 10.8 1993 Management Incentive Plan (Filed as Exhibit 10.11 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. 9 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. end incorporated herein by this reference thereto). 10.10 10.11(0 1993 Economic Value Incentive Plan. (1) 1995 ShareTlder Value Incentive Plan. (1) (1) Filed via EDGAR 20 . C07 i'* j | ) Form of Shareholder Value Incentive Stock Option. (1) ... ]^;i) J' Receivables Purchase Agreement dated as of June 1. 1990. among Georgia-P*cific 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 Adninistrative 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). .O.li(ii) Receivables Purchase Agreement dated as of June 1, 1790. among Georgia-Pacific Corporation, as the Seller, and Canadian Imperial Bank of Commerce, Citibank, M.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 10-17CiiJ to the Corporation's Annual Report on Form 10-K for the year ended December 31. 1990, and incorporated herein by this reference thereto). '0-13 Agreement, effective as of March IS, 1993, among Georgia-Pacific Corporation, Hercules Incorporated, and Lee M. Thomas. (1) 11 Statements of Computation of PerShare Earnings. (1) 1? Statements of Computation of Ratioof Earnings to Fixed Charges. (1) It Portions of Georgia-Pacific Corporation's 1994 Annual Reporc to Shareholders. Sucn 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) 1 Subsidiaries. (1) 3 Consent of Independent Public Accountants. (1) u Powers of Attorney. M) 7 Financial Data Schedule. (1) iv 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 t.-.rough 14-2-235 and 14-2-235 through 14--2-- 23d of the Official Code of Georgia Annotated) (Filed as Exhibit 28 to tr.e Corporal ion's Annual Resort on Form 10-K for the year ended Decemcer 31, 1990. and incorporated herein by this reference thereto). > Filed v I a EDGAR 21 D09 - n STATEMENTS of INCOME *eorgia-?iHs CCoorrcporation and Subsidiaries {Millions, except per share amounts) Net sales roses and expenses Cost of sales Selling, general and administrative Depreciation and depletion Interest Other (income) loss Total costs and expenses Income (loss) before income taxes, extraordinary item and accounting changes Provision (benefit) for income taxes Income (loss) before extraordinary and accounting changes Extraordinary item -- loss from early retirement of debt, net of taxes Cumulative effect of accounting changes, net of taxes item Net income (loss) Per share: Income (loss) before extraordinary item and accounting changes Extraordinary item - loss from early retirement of debt, net of taxes Cumulative effect of accounting changes, net of taxes' Net income (loss) Average number of shares outstanding Tear ended December 31 1994 1993 1992 *12,733 *12,287 *11 ,847 9,881 1 .143 746 4S3 (57) 12,166 9,765 1 ,196 764 513 26 12,264 9,397 1 ,170 789 565 " 11,921 572 23 (74) 246 41 (14) 326 (18) (60) (11) (16) (9) x5) - (55) * 310 * (34) * (124) * 3.66 * (.21) * (.69) (.12) (.18) (.10) (.06) - (.64) * 3.43 S (.39) S (1.43) 39.1 87.7 33.4 Tn* 3 ccompanying notes are an integral part of these financial statements. DIO ' 12 srATtHcNrs op cash flows ,j j.jrg i a-P aci r ic Corporation and Subs id i ar ies (Millions) Cash provided by (used for) operations Net income (loss) Adjustments to reconcile net income (loss) to cash provided by operations: Depreciation Depletion Deferred income tax benefit Amortization of goodwill Stock compensation programs Gain on sales of assets Amortization of debt issue costs, discounts and premiums Other (income) loss Cumulative effect of accounting changes, net of taxes (Increase) in receivables (Increase) decrease in inventories Change in ocher working capital Increase (decrease) in taxes payable Change in other assets and other long-term liabilities Cash provided by operations Cash provided by (used for) investing activities Capital expenditures Property, plant and equipment Timber and timberlands Total capital expenditures Proceeds from sales of assets 01 h : r Cash (used for) investing activities Cash provided by (used for) financing accivities Repayments of long-term debt Additions to long-term debt Fees paid to issue debt Increase (decrease) in bank overdrafts Increase (decrease) in commercial paper end other short-term notes Cash dividends paid Cash (used for) financing activities Increase (decrease) in cash Balance at beginning of year Balance at -fnd of year- tear ended December 31 1994 1993 1992 J 310 69S 51 (3-3) 59 (4) (14) 10 (57) 5 (217) (44) 40 (12) 40 829 S (34) 711 53 (104) 59 53 (32) 7 26 _ (174) (93) 40 (158) 35 389 J(124) 74 7 42 (133) 59 42 (33) 5 - 55 (37) 31 193 13 27 338 (850) (44) (894) 249 (4) (649) (421) (43) (467) 230 5 (202) (347) (37) (384) 55 (4) (333) (333) 53 39 218 (145) (138) 12 41 s 53 (576) 511 (5) 52 (41)(142) (201) (14) 55 S 41 (536) 754 (7) (50) r(519) (140) (523) 7 * 53 I OH fh-j accompanying notas ara an intagcal Pact of tha.sa financial statamant J 1 012 13_ balance sheets jeorg ia-Paci f i;c'Corpora* ion a.id Subsidiaries December 31 (Millions, except shares and per share amounts) 199U 1993 Assets Current assets Cash Receivaples. less allowances of 523 and 532 Inventories Raw materials F inished goods Supplies LIFO reserve Total inventories Other current assets Total current assets Timber and timberlands. net Property, plant and equipment Land and improvements BuiIdings Machinery and equipment Construction in progress Total property, plant and equipment, at cost Accumulated depreciation Property, plant and equipment, net OoodMill Other assets Total assets * 53 566 390 809 275 (265) 1 .209 34 1 ,362 1 .363 246 1 .066 9.881 307 11 .500 (6.012) 5.488 1 .773 242 *10.728 S 41 377 367 786 262 (213) 1 .202 26 1 .646 1 .381 237 1 .074 9.550 125 10.986 (5.538) 5.448 1 .832 233 *10.545 Liabilities and shareholders' equity Current liabilities Sank overdrarcs. net Commercial paper and other short-term notes Cjirer-t portion of long-term dect Ac courts payable Accrues compensation Acciu:d interest Dece mb e r 31 1994 1vv3 \ * 212 AA* 37 603 162 69 * 173 65307 322 V'~- r. ^ u 3 *** 01 *** Other current liabilities Total current liabilities Long-term debt, excluding current portion Other long-term liabilities Deferred income tax liabilities Commitments and contingencies Shareholders ' equity Common stock, par value $.80; 150,000,000 shares authorized; 90.466,000 and 90.269.000 shares issued Additional paid-in capital Retained earnings Long-term incentive plan deferred compensation Other / Total shareholders' equity Total liabilities and shareholders' equity 334 2.325 3.904 825 1 .054 i* 2.0i4 4.137 527 1 .0/5 72 1 .220 ' 1 .382 (39) (15) 2,620 110.728 71 1 .232 1.217 116) HZ) 2 .^ZZ SIQ.o-o The accompanying notes are an integral part of these financial scatenents. v. E02 ** 14 STATEMENTS OF SHAREHOLDERS ' EQUITY Oeorgia-Pacific Corporation and Subsidiaries II |l II II II It II II II II II II II (Miit ions. cxc ept shares and per share amounts) Common stock shares issued Total 37.421 .000 133 ,000 112.000 392 .000 33.111 .000 107.000 1 .575.000 473.000 90.239.000 97 ,000. 49 .000 51 .000 90 .433 .000 Balance at December 31. 1991 Net loss Cash dividends declared - SI.30 per common share Common stock issued: Stock option plan Employee stock purchase plan Long-term incentive plan Other Balance at December 31. 1992 Net loss Cash dividends declared - SI.30 per common share Common stock issued: Stock option plans Employee stock purchase plans Long-term incentive plan Other Balance at December 31 . 1993 Net loss Cash dividends declared - SI.30 per common share Common stock issued: Stock option plans Employee stock purchase plan Long-term incentive plan Other Balance at December 31. 1994 12.733 (124) (140) 12 4 22 (2) 2.503 (34) (142) 7 55 23 (18) 2 .402 310 (145) 7 3 24 19 S2 .320 Common s tock Additional paid-in - Retained capital earnings S70 SI .045 si .357 - - (124) (140) 12 _ _A 77 *- _ - 70 1 .09* 1 .393 - - (34) *, 7 fo. ..T X (142) _ - - 71 1 .202 1 .217 - - 310 (145) 7_ T 1 >_ - . *72- SI ,21 j SI .Zbi :::::::: - II II It II :i it ii. H ii ii it ti II II (1 II It II II It II II II II II II If II II II II II It II II II II II II II II II II II II II II II II II II M II II It II II II II II II The accompanying notes are an integral part of these financial. stateroe*ts. 03 = Common Stock Additional paid-in capical Retained earnings Long-term incentive plan deferred compensation 170 si .045 12 4 33 70 1 .054 SI .657 (124) (140) - 1 .393 (34) (142) S(23> S (3) - (11) (39) (2) (10) 1 54 43 4 - 7> 1,202 1 .217 310 (145) 7 3 16 2 172 SI .220 SI .382 (17) (56) (22) (32) 17 S(39> 17 S(15) -r finar-.ci-;. scacanients. E04 IS notes to FINANCIAL statements note 1. SUMMARY OF SIGNIFICANT ACCOUNTING policies PRINCIPLES OF CONSOLIDATION. The consolidated financial statements include accounts of Georgia-Pacific Corporation and subsidiaries (the Corporation). All significant intercompany balances and transactions are eliminated in consolidation. the REVENUE RECOGNITION. The Corporation recognizes revenue when title 10 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 89,069,000 in 1994, 87,711,000 in 1993 and 86.402.000 in 1992. INVENTORY VALUATION. Inventories are valued at the lower of average cost or market and include the cost of materials, labor and manufacturing overhead. The last-in, first-out (LIFO) dollar value cool method was used to determine the cost of approximately 53% and 45%. respectively, of inventories at Deceecer 31. 1994 and 1993. PROPERTY, PLANT AND EQUIPMENT. Property, plant and equipment are recorded at cost. Lease obligations for which the Corporation assumes 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. 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. Effective January 1. 1993. the Corporation changed the estimated useful lives used to compute depreciation for land improvements, buildings and certain machinery and equipment added on or after that date. Lives for land improvements were changed from 20 years to 25 years. Lives for buildings were changed from 20 to 33 years to 20 to 45 years. Lives for certain machinery and equipment were extended but remain within a range from 3 to 20 years. These changes were made to better reflect the estimated periods during which such assets will remain in service. The Corporation capitalizes interest on projects when construction takes considerable time and entails major expenditures. Such interest is charged to che property, plant and equipment accounts and amortized over the approximate life of the related assets in order to properly match costs with revenues resulting from the facilities. Interest capitalized, expensed and paid were as follows: (Millions) Total interest costs Incerest capitalized Interest expense Interest paid Year ended Dec eucer 31 1994 1993 t 1992 5460 (7) 5453 1481 5516 (3) 5513 5529 5367 (2 5365 5344 EOS ? *-ft TIMBER AuD TImBERLAnDS. The Corporation depletes its investment in timber cased on the total fiber that will be available duiing the estimated growth cycle. Timber carrying costs are expensed as incurred. IAnOFILLS AND LAGOjNS. 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. Retov*rjbility is reviewed annually or sooner if events ur changes in circumstance, 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 "as S59 million in 1994, 1993 and 1992. Accumulated amortization at December 31, 1994 and 1993 was S30? million and S247 million, respectively. ENVIRONMENTAL MATTERS. The Corporation recognizes a liability for environmental costs when it believes the liabilities are probable and the amounts 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. No amounts have been recorded for potential recoveries from insurance carriers. Environmental costs are generally capitalized when the costs imorove the condition of the property or the costs prevent or mitigate future contamination. All other costs are expensed. RECLASSIFICATIONS. Certain 1993 and 1992 amounts have been reclassified to conform with the 1994 presentation. -a* 06 16 note 2- INDUSTRY SEGMENT INFORMATION Manufactured product lines in the building products segment consist primarily ,f wood panels (plywood, hardboard. particleboard and oriented strand board), lumber, gypsum products and chemicals. Manufactured product lines in the pulp and paper segment consist primarily containerboard and packaging (linerboard. medium, bleached board, kraft paper and corrugated packaging), communication papers, market pulp and tissue. Timber and cimberlands are managed to supply raw materials to both the pulp and paper and building products segments. Profits from sales of logs and chips to the pulp and paper segment and to outside customers in the ordinary course of business are included in the operating profits of the building products segment. During the years 1992 through 1994, sales to foreign markets represented - less than 10% of total sales to unaffiliated customers. No single customer accounted for more than 10% of total sales to unaffiliated customers in any year during that period. (Millions) Net sales Building products Pulp and paper Other operations Total net sales Operating profits Building products Pulp and paper Other operations Other income (toss)-- Total operating profits General corporate expense Interest expense Cost of accounts receivable sale program (Provision) benefit for income taxes Income (loss) before extraordinary item and accounting changes Extraordinary item - toss from early retirement of debt, net of taxes Cumulative effect of accounting changes. net of taxes Net income (loss) Depreciation, depletion and goodwill amortization Building products Pulp and paper Other and general corporate Total depreciation , depletion and goodwill amortization Capital expenditures** Building products Pulp and paper 1994 Year ended 19 S 7,561 5.138 39 60% 40 - S12 .738 100Z $ 989 81% 171 14 10 57 5 1 .227 100% (169) (453) (33) (246) 326 (11) (5) $ 310 S 7,067 5 .168 32 SI 2 ,287 I 973 (187) 10 (26) 770 (205) (SI 3) (29) (41 ) (16) (16) - 5 (34) I 200 25% 585 73 20 2 S 805 100% S 401 4 5% 410 46 J 215 5V3 13 j3 I 16 261 E07 *** segment consist primarily d oriented strand board), r segment consist primarily bleached board, kraft s. markat Culp and tissue, u materials to both the pulp rom sales of logs and chips rs in the ordinary course the building products reign markets represented rs. No single customer liated customers in any 1994 Year ended December 31 1993 1992 $ 7,561 5,138 39 60* 40 *12,738 100* * 989 disc 171 14 10 57 5 1 ,227 100* <169) <453) <33) <246) 326 <11) (5) * 310 s 7,067 5,188 32 58* 42 - *12.287 100* * 973 126* <187) <24) 10 1 <26) <3) 770 100* <205) <513) <29) <41 ) <18) <16) X <34) S 6,112 5.711 24 52* 48 " *11 .847 100* S 691 100* <8) <1) 91 --- 692 100* <166) (565) <35) 14 <60) (9) (55> * 024) s 200 25* 585 73 20 2 s 805 100* * 401 4 5* 410 ^6 * 215 26* 595 72 13 2 s 823 100* * 146 31* 261 56 s 206 24* 626. 16 2 848 s 111 29* 217 56 II II II II V I II II II 1 II KO+ 1 II I II 1 ri.^cer and timberlands Other :nd general corporate Total capital expenditures Assecs Building products Pulp ard pacer Timcer and timberlands Other and general corporate Total assets 44 5 39 4 S 594 1002 46 14 S 467 * 2,061 6,917 1 ,363 387 192 64 13 4 *10.728 1002 S 1 ,726 6 .909 1 .380 S30 *10.545 -- Other income (loss) primarily represent* 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 uould have been SI.013 million in 1994 and pulp and paper operating profits would have been S204 million in 1994 and SC213) million in 1993. Capital expenditures represent additions Cat cost) to property, plant and equipment and timber and timberlands. ,** 09 i 44 5 3> 3/4 i 002 J 2.061 6 .91 7 1 .363 33? 102 6U 13 4 110.723 1 v02 <6 10 ,U 3 * <*6/ 100? I 1 .726 6 . 909 1 .360 330 162 66 13 S *10,,545 1002 3? 10 19 5 38t, 1002 * 1.634 7.414 1 .402 152 63 13 4 1002 its of various assac Junes had Caan rjduccs -jparaciog d pule and ion in 1994 and ) co proparcy. plane <res* 10 *** 17 MOTE 3. ASSET DIVESTITURES following divestitures were completed during the years 1994 and 1993. The Corporation had no major divestitures in 1992. 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 recognised a pretax gain of $24 million (S15 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 139 million (S24 million after taxes). - In July 1993f 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 S222 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 significant portion of the receivables from foreign sales are covered by either export credit insurance or confirmed letters of credit to help ensure collectibility. Supplemental information on the accounts receivable balances at December 31. 19'94 and 1993 is as follows: Millions) Receivables T rade Other Less allowances Receivables. net December 31 1994 1993 5515 79 594 28 5566 $358 51 409 32 $377 The Corporation had sold fractional ownership interests in a defined pool of trade accounts receivable for S700 million as of December 31. 1994 and 1993. 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. 4 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 $33 million in 1994. S29 million in 1993 and S35 million in 1992. is included in selling, general and administrative expense in the accompanying statements of income. w - :; tUilnder the accounts receivable sale agreement, the maximum amount of the -users' investment is subject to change based on the level of eligible ivabies and restrictions on concent rat ions of receivables. The agreement .r."s "amended in October 1993 which reduced the program fro* S800 million to $700 11 i on. In 199'-*, the term of the program was extended until May 27,199s. 12 Id NOTE 5. INDEBTEDNESS Th* Corporation's indebtedness included the following: (Millions) Debentures, 9.32 average rate, payable through 2023 Notes, 8.22 average rate, payable through 2000 Commercial paper and other short-term notes, 6.32 average rate Revenue bonds, 5.72 average rate, payable through 2026 Other loans. 7.52 average rate, payable through 2010 Less: Commercial paper and other short-term notes Current portion of long-term debt Unamortized discount Long-term debt, excluding current portion December 31 1994 1993 $2,600 928 368 339 S3 4 ,838 868 37 29 $3,904 $2 .804 974 650 375 96 4 .899 650 57 35 $4 .157 For information regarding financial instruments, see Note 6. The scheduled maturities of long-term debt for the next five years are as follows: $37 million in 1995, $9 million in 1996, $314 million in 1997. $447 million in 1998 and S28 million in 1999. NOTES AND DEBENTURES. 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). During 1993, the Corporation issued $250 million of 8-1/42 Debentures Due March 1. 2023, and $250 million of 8-1/82 Debentures Due June 15. 2023. In addition, the Corporation prepaid approximately $317 million in principal of its outstanding debt during 1993. resulting in an after-tax extraordinary toss of $16 million <$27 million before taxes). REVOLVING CREDIT FACILITY. On June 30. 1993, the Corporation entered into an agreement with Bank of America National Trust and Savings Association and 22 other domestic and international banks which provides an unsecured revolving credit facility of $1.5 billion. The revolving credit facility is being used as support for commercial paper and other short-term borrowings. Effective November 30. 1994, the Corporation amended the Credit Agreement with substantially the same lending group to extend the termination date until 1999. reduce the commitment and facility fees and reduce the applicable margin on any draws under the facility. As of December 31, 1994. $632 million of committed credit was available in excess of all short-term borrowings outstanding under or supported by the facility. Borrowings under the amended agreement bear interest at the election of the Corporation at either (A) the higher of the Federal Funds Rate plus 1/22 or the reference rate or (B) LIBOR plus .372 or (C) fixed ur floating rates set by competitive bids. Fees associated with this revolving credit facility include a commitment fee of .082 per annum on the unused portion of the *** A02 19 NOTE 6. FINANCIAL INSTRUMENTS The carrying amount and fair value of are as follows: the Corporation's financial instruments iMillions) Commercial paper and other short-term notes (Mote 5) Notes and debentures (Note 5) Revenue bonds (Note 5) Ocher loans (Note 5) Interest rate exchange agreements Accounts receivable sale program (Note 4) December 31 . 1994 Carrying Amount Fair Value December 31. 1993 Carrying Amount Fei r Value * 848 3.528 389 53 it 700 S 868 3.520 385 53 12 700 S 450 3,778 375 96 it 700 S 450 4.172 375 96 99 700 * The Corporation accrued interest of S10 million and $31 million at December 31, 1994 and 1993. respectively, 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 ANO 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 ANO 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 1994, S800 million in interest rate exchange agreements expired. At December 31. 1994, the Corporation had outstanding interest rate exchange agreements which effectively converted S946 million of floating rate obligations with a weighted average interest rate of S.S X to fixed rate obligations with an average effective interest rate of approximately 9.2X. These agreements have a weighted average maturity of approximately 2.3 years. During 1995. S450 million of these agreements will expire. As of December 31. 1994, the Corporation's total floating rate debt, including the accounts receivable sale program, exceeded relaced interest rate exchange agreements by approximately 11-3 billion. The estimated fair value of the Corporation's liability under interest rate exchange agreements at December 31, 1994 and 1993 was *12 million and *99 million, respectively, and represents the estimated amount the Corporation could have paid to terminate the agreements. The fair value at Oecember 31. 1994 and 1993 was estimated by calculating the present value of anticipated* cash flows. The discount race used was an estimated borrowing rate for similar debt instruments with like maturities. The Corporation accrued interest of 110 million and *31 million at December 31, 1994 and 1993,' respectively, related to these agreements. 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, 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. J *** A04 20 NOTE 7. INCOME taxes The provision (benefit) for income taxes includes income taxes currently cayable and those deferred because of temporary differences between the financial statement and tax bases of assets and liabilities. The provision (benefit) for income taxes consists of the following: (Millions) Federal income taxes: Current Deferred State income taxes: Current Deferred Provision (benefit) for income taxes Income taxes paid, nec of refunds ' Tear ended Oecember 31 1994 1993 1992 $229 (19) SO (14) 1246 $251 $128 (89) 17 (15) $ 41 $300 $ 105 (117) 14 (16) $ (14) $ 68 Income taxes paid during 1994 and 1993 included $84 million and $205 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)C for years ended Oecember 31. 1994 and 1993 and 34* for year ended Oecember 31, 1992. The provision (benefit) for income taxes is reconciled to the federal statutory rate as follows: (Millions) Provision ("benefit) for income taxes computed at the federal statutory tax rate State income taxes, net of federal benefit Goodwill amortization Permanent differences on assets sold Federal statutory tax rata increase Foreign sales corporation Percentage depletion Life insurance, net Ovvidends-novested LTIP shares Meals and entertainment disallowance Other Provision (benefit) for income taxes Year ended Oecember 31 1994 1993 1992 $200 23 23 _ (5) (1) (1) (1) 3 5 $246 $8 1 23 (23) 33 (2) (1) (1) (1) < 1 3 $ (25) (3) 22 -- (6) (1) (1) (1) - $ 41 $(14) A05 *** As a result of the Revenue Reconciliation Act of 1993. the Corporation incurred after-cax 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. Effective January 1992. the Corporation changed its method of accounting for income taxes from the deferred method to the liability method required by Financial Accounting Standard Number 109 (FAS 109), "Accounting for Income Taxes." FAS 109 requires recognition of defe'rred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. The cumulative effect of adopting FAS 109 as of January 1, 1992 was to increase the 1992 net loss by *55 million. The components of the net deferred income tax liabilities are as follows: (Millions) Deferred income tax assets: Compensation related accruals Other accruals and reserves Other Valuation allowance Deferred income tax liabilities: Property, plant and equipment Timber and timberlands Other Deferred income tax liabilities, net December 31 1994 1993 * 305 s 303 74 88 27 76 406 467 406 467 (1 .242) (170) (48) (1 .333) (167) (62) (1 .460) (1 .562) S(1 .054) S(1 .095) As of December 31, 1993. deferred income tax assets included alternative minimum tax credit carryforwards of *48 million which were utilized to offset 1994 tax payments. * A06 *** 21 NOTE 3. RETIREMENT PLANS OtFINEO BENEFIT PENSION PLANS. Most of the Corporation's employees participate in noncontribuiory defined benefit pension plans. These include plans which are administered solely by the Corporation and union-administered raultiemployer plans. The Corporation's funding policy fur 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 tor hourly employees (including multiemployer plans) are primarily related to years of service. The Corporation has separate plans for salaried employees and officers under which cenefits 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. 1994 and 1993, respectively, S70 million and S57 million of noncurrent prepaid pension cost was included in other assets. Accrued pension cost of 167 million and S79 million at Oecember 31. 1994 and 1993, respectively, was included in other long-term liabilities. Pursuant to the provisions of Financial Accounting Standard Number B7 (FAS 87), "Employers' Accounting for Pensions." intangible assets of S30 million were recorded as of December 31, 1994 and 1993 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. (Millions) Tear ended December 31 . 1994 Tear ende Plans having assets in excess of accumulated benefits Plans having accumulated benefits in excess of assets Plans hav assets in *xc of accumula bene f Accumulated benefit obligation at November 30 Vested portion Nonvested p.ortion Effect of projected future compensation levels Projected benefit obligation at November 30` Plan assets at fair value at November 30 Plan assets in excess of (less than) projected benefit obligation Unrecognized net (gain) loss Unrecognized prior service cost Unrecognized net asset from initial application of FAS 87 Adjustment required to recognize minimum liability Prepaid (accrued) pension cost at December 31 S 868 24 892 6 898 1 ,083 185 (93) (6) (16) - S 70 *336 13 354 7 361 290 (71) 22 31 y (11) (38) * (67) s i. s A07 ion's employees participate hese include plans which -administered multiemployer administered plans is based ments of federal law. ased or negotiated labor employees (including of service. The s and officers under which ears of service. The r federal income tax s . bonds . mortgage equivalents and real $70 million and $57 ded in other assets, at December 31 . 1994 and liabilities. ing Standard Number 37 (FAS e assets of 130 million der to recognize the s of the solely administered balance sheets. a ember 31. 1994 Tear ended Deee mber 31. 1993 Plans having accumulated benefits in excess of assets Plans having assecs in ex cess of accumulated benefits Plans having accumulated benefits in excess of assets $336 13 354 7 $ 396 27 923 u $373 17 390 14 361 927 290 .101 404 312 (71) 174 (92) ) 22 (80) 57 ) 31 (17) 30 ) (11) (20) (15) (33) - (59) S (67) X 57 $(79) A08 22 N<t periodic pension cost for solely and jointly administered pension plans included Che following: II II II II II II II II II II II II II II II II II u II II II II II II II II II II It II II II II II II II II II II II II II II II II II II II II II II II (Millions) Service cost of benefits earned Interest cost on projected benefit obiigat ion Actual return on plan assets Net amortization and deferral Contributions to multiemployer pension plans Net periodic penii^n cost Year ended December 31 1994 1993 1992 * 81 93 (21) (126) 4 * 31 II If II It II II II It II It rt * 80 * 75 96 (185) 30 4 96 (157) 11 4 S 25 * 29 ======= The following assumptions were used: Discount rate used to determine the projected benefit obligation Rate of increase in future compensation levels used to determine the projected benefit obligation Expected long-term rate of return on plan assets used to decarmine net periodic pension cost 1994 1993 1992 8.5Z 7.0Z 8.0Z 6.0 5.5 6.0 10.0 10.0 11.5 During 1993. the Corporation recognized a net aggregate pretax settlement of *12.7 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 employe contributions and compensation. These contributions totaled *43 million in 1994. *44 million in 1993 and *43 million in 1992. A09 23 RETIREE HEALTH CARE AND LIFE INSURANCE BENEFITS. The Corporation provides certain health care and life insurance tenefits to eligible retired employee*. Salaried participants generally become eligible for retiree health care benefits after reaching age 55 with 10 ytars of service or after reaching age 6S. Benefits, eligibility and cost-sharing provisions for hourly eaployees 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. The plans are unfunded. 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 Che cost of post-age 65 benefits that it will pay on behalf of salaried employees who retire in each of the years 1995 through 1?99 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 postretiremenc benefit cost recognized in the Corporation's balance sheet at December 31 . 1994 and 1993: (Millions) Accumulated postretirement benefit obligation: Retirees Fully eligitle active plan participants Other active participants Unrecognized net gain (loss) Unrecognized prior service cost Accrued postretirement benefit cost December 31 1994 1993 *223 26 100 349 52 5 *406 1273 33 135 441 (60) 6 *337 Nec periodic postretirement benefit cost included the following components l i (Mill ions) Service cost of benefits earned Interest cost on accumulated postrecirement benefit obligation Amortization of loss Net periodic postretirement benefit cost Year ended December 31 1994 1993 1992 1 w-S i *9 J9 23 31 11 27 - *33 *41 *33 i> A10 ' 24 , r measuring the expected poscretiraraent benefit obligation, a 12 percent, 13 jr;int and 14 percent annual rate of increase in the per capita claims cost Sas'assu.med for 1994, 1993 and 1992, respectively. The rate was assumed to ^crease 1 percent per year to 7 percent in 1999 and remairi at that level thereafter. The weighted-average discount rate used in determining the accumulated postretirement benefit obligation was 8.0 percent at December 31, 1994, 6.5 percent at December 31, 1993 and 7.5 percent at 'Oecember 31. 1992. If the annual health care cost trend rate were increased by 1 percent, the accumulated postretirement benefit obligation would have increased by 13 plrcenc as of December 31, 1994, 15 percent as of December 31. 1993 and 13 Percent as of Oecember 31 . 1992. The effect of this change on the aggregate .a ;. ;rvice and interest costs would be an increase of 17 percent for 1994 and )993 end 14 percent for 1992. 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, aftei--tax charge of S5 million (6 cents per share) in the 1994 first quarter. NOTE 9. COMMON ANO PREFERRED STOCK The Corporation's authorized capital stock consists of 10 million shares of no par value Preferred Stock and 25 million shares of no par value Junior Preferred Stock, of which no shares were issued at December 31. 1994. and 150 million shares of Common Stock, par value S.80 per share. At Oecember 31, 1994, the following authorized shares of the Corporation's common stock were reserved for issue: 1993 Employee Stock Purchase Plan 1990 Long-Term Incentive Plan 1994 Employee Stock Option Plan 1993 Employee Stock Option Plan 1984 Employee Stock Option Plan Common stock reserved 1994 1,015.000 2.860.000 1.000.000 28S.OOO 472.000 5.632.000 EMPLOYEE STOCK PURCHASE PLANS. At December 31, 1994. the Corporation had 1.015.000 shares of common stock reserved for issuance under the 1993 Employee Stock Purchase Plan (Purchase Plan) at a subscription price of S57.G6. Subscribers have the option to receive a refund of their payments plus interest at a rate of SZ per annum in lieu of stock. Additional shares can no longer be subscribed under the Purchase Plan, which expires on July 31. 1995. Approximately 7,000 subscribers remained in the Purchase Plan at Oecember 31. 1994. Under.tne Purchase Plan, the Corporatiun issued 49.000 shares and 2.000 shares of common stock in 1994 and 1993. respectively. Under the 1991 Employee Slock Purchase Plan (which expired on May 31, 1993), the Corporation issued 1.573.000 shares and 112.000 shares of common stock in 1993 and 1992, . respectively. LOnO-TERm INCENTIVE PLANS. The Corporation initially reserved 4.000.000 shares for issuance under the 1990 Long-Term Incentive Plan (Incentive Plan). Specified portions of allocated shares under this plan are awarded as restricted stock, at no cost to the employee, based on increases in ave-age sarr.ec value of the Corporation's common stock. At the time restricted snares are awarded-, the market value of the stock is added to common stock and ! i M ...... # ^jdiiional paid-in capital and an equal amount is deducted from shareholders equity C 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 ciy on benaif of each participant a cash bonus in the amount of the estimated income ta* liability to be incurred by the participant as a result of the award and casn bonus, -Shares totaling 1 .154,000 have been awarded under the Incentive Plan, of wh i ch-908 .000 restricted shares remained outstanding as of Oecember 31 , I')')**. The Incentive Plan replaced the 1988 Long-Term Incentive Plan (1988 Incentive Plan). A total of 1,420.000 shares were awarded to plan participants under the 1988 Incentive Plan. As of December 31. 1994, all such shares had eitr.er vested or been forfeited based on the provisions of th' '.'38 Incentive Plan. The Corporation recognized Incentive Plan and 1988 Incentive Plan compensation expense of 537 million in 1994, 569 million in 1993 and 534 million in 1992, *V:V A12 25 EmPLOTtt STOCK OPTION PLANS. The 1994 Employee Stock Option Plan <i;94 Option Plan) provides for the granting of stock options to certain *c/ employees who are not officers. There also-are options Outstanding und*r both the 1993 employee Stock Option Plan (1993 Option Plan) and the 1934 Employee Stock Option Plan (1934 Option Plan). Except with respect to the 1994 Op:;on 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 1994 Option Plan may surrender ail or part of the related stock option in exchange for common stock with a fair market value equal to the amount by which che market value of the shares covered by the option exceeds the 333r-33t'* option exercise price. Except for the 1994 Option Plan (which is 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 recog..iied 1993 Option Plan and 1934 Option Plan compensation expense of $6 million in 1994. $14 million in 1993 and LIS million in 1992. ' Additional information relating to the Corporation's employee stock option plans is as follows: Options outstanding at January 1 Options granted Options exercised/ surrendered Options cancelled Options outstanding at December 31 Opcions available for grant at Oecember 31 Total reserved shares Options exercisable ac Decencer 31 0pc:iOn prices per share: 0 ranted Exercised/surrendered Cancelled Tear ended Oecember 31 1994 1993 1992 1 ,055.000 937.000 (291,000) (S5.000) 931.000 472.000 (267.000) (131 .000) i .oa^.ooo 446,000 (464,000) (30.000) 1 ,643 ,000 1 ,055.000 931.000 111.000 1 ,757,000 99 .000 1 .154.000 244,000 1 .225.000 757 ,000 654 ,000 557.000 J64-S75 $?9-$66 $39-$75 $59 $34-$66 $39-$66 $66 $34-$46 $34-$66 SHAREHOLDER RIjHTS PLAN. The Corporation has a Shareholde r Rights Plan pursuant co which preferred stock purchase rights are issued a: che race of one Righ: 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 15Z or more of the Corporation's common stock or announces a car,car offer fo* 30/J or more of the common stock. In such event. each Right entities che -older to buy, at an exercise price of $175 , one one-hundredth of a new.y issued s-.are of Series A Junior Preferred Stock , of which 5 million shares ere reserved at Decembe r 31 , 1994. Due to ire nature of its dividend. ** 001 ** 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 acquiror 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 1175 (subject to adjustments), shares of either the Corporation's Series A Junior Preferred Stock or the acquiror's common stock, in either case having a market value of twice the exercise price. B02 24 NOTE 10. COMMITMENTS ANO CONTINGENCIES The Corporation is a party tn 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. The Corporation is self-insured for general liability claims up to S5 million per occurrence. Liability insurance in effect during the last several years provides coverage for environmental matters only to a limited extent. 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 "cuperfund" laws and at certain of its own properties. Of the known sites in which it is involved, the Corporation estimates that approximately 45 percent are being investigated, approximately 40 percent are being remediated and approximately 15 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 remediation 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 ar.d 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 S79 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. No amounts have been recorded for potential recoveries from insurance carriers. 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 is seeking a declaratory judgment to the effecc that past and future environmental remediation and other related costs with respect to certain of che sites are covered by such policies. During 1994, the Corporation received and responded to two comprehensive information requests from the Environmental Protection Agency (EPA) concerning air emissions at approximately 30 of Che Corporation's facilities which manufacture oriented strand board, medium-density fiberboard, plywood and particleboard. A third request relating to these same facilities was received in January 1995. On August 5. 1994. the EPA issued a Notice-of Violation (NOV) with respect to alleged violations 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 1978. The Corporation expects to be able to negotiate settlements of the allegations contained in the NOV with the EPA and the state environmental agencies involved on terms which the Corporation considers reasonable. The Corporation expects these settlements will entail the payments of fines and the agreement by the Corporation to install air emission control equipment at certain of its plants. 803 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 eases have been tried. A total of S241 .000 in compensatory damages and S4 million in punitive damages were awarded to three plaintiffs in the first two cases (Simeons 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, the jury returned a verdict in favor of the Corporation on all counts. The plaintiffs have filed a notice of appeal. The Mississippi Supreme Court heard oral arguments in Simmons and Ferguson on March 21, 1994. At February 16, 1995, no decision on these appeals have been issued. In early 1994 two dioxin cases pending in federal court in Mississippi were voluntarily dismissed with prejudice by the plaintiffs. On September 1. 1994. the circuit court judge to whom almost all the remaining Mississippi dioxin cases have been assigned lifted a stay which he had entered pending the Supreme Court's decision in Simmons and Ferguson. None of such cases pending against the Corporation have yet been set for trial. 1  804 *** 2? Although there can be no assurance! as to the ultimate outcome of the approximately 220 suits pending against the Corporation for alleged discharges of dioxin, based on the opinions of counsel the Corporation believes that substantial grounds exist for reversal of the judgments in Simmons and Ferguson, and that it has meritorious defenses to the remaining lawsuits. Suit has been filed against the mill'.'! 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 22.300 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 settle-^enr 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 believes that it has insurance available in amounts adequate to cover substantially all of the reasonably foreseeable damages and settlement amounts arising out of claims and suits currently pending. The Corporation also anticipates that equivalent amounts of insurance will be available with respect to the disposition of suits and claims that may be filed against the Corporation in the future, but there can be no assurance in this regard. The Corporation has established reserves for liabilities and legal defense costs for these suits and claims in amounts it believes are probable and reasonably -stimable. It also has recorded a receivable for expected insurance recoveries with respect to pending suits and claims. 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 such 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 50X partner in a joint venture (GA-MET) with Metropolitan Life Insurance Company (Metropolitan). GA-MET owns and operates the Corporation's office headquarters complex in Atlanta, Georgia. The Corporation accounts for its investment in GA-MET under the equity method. At December 31, 1994, GA-MET had an outstanding mortgage loan payable to Metropolitan in the amount of S158 million. The note bears interest at 9-1/2X, requires monthly payments of principal and interest through 2011 and is secured by the land and building of the Atlanta headquarters complex. In the event of foreclosure.'each partner has severally guaranteed payment of one-half of any snortfall of collateral value to the outstanding secured indebtedness. Based on the present market conditions and building occupancy, the likelihood of any ocligation to the Corporation with respect to this guarantee is considered remote 80S *** 23 NOTE 12. UNAUOITED SELECTED QUARTERLT FINANCIAL DATA (Mi 11. i:n , except per share amounts) Net sales Cross profit (net sales minus cost of sales) T!r.-.e (loss) before extraordinary item and accounting change** Net income (loss)** Income (loss) per share before extraordinary item and accounting change Net income (loss) per share Dividends declared per common share Price range of common stock High Lou First Quarter* Second Quarter* Third Quart 1994 1993 1994 1993 1994 19 *2 .942 610 *2.937 678 *3.187 605 *3.197 618 *3,267 747 *2.9 6 56 41 40 41 14 5 87 ( 14 (3) 87 ( .63 .45 .40 77.25 63.00 .47 .47 .40 69.50 55.00 .16 .16 .40 67.00 56.75 .06 (.03) .40 69.25 56.38 .98 .98 .40 79.00 60.00 (. (. 64. 59. Certain 1994 and 1993 quarterly amounts have been reclassified to conform with fourth quarter 1994 presentation. ** Includes aftei--tax gains (losses) primarily related to asset divestitures of *33 miltion in Che 1994 first quarter. S(3) million in the 1993 first quarter and *10 million in the 1993 third quarter. r ** B06 A Second Quarter* Third Quarter'* Fourth Quarter* 199U 1993 1994 1993 1994 1993 *3 .187 60S *3 .197 618 S3.267 747 S2.975 621 S3.342 895 S3,178 60S 14 S t7 (28) 169 (36) V* (3) 87 (36) 169 (36) .16 .16 .40 67.00 56.7S .06 (.03) .40 69.25 56.38 .98 .98 .40 79.00 60.00 (.33) (.42) .40 64.13 59.25 1.89 1.89 .40 78.50 66.13 (.41) (.41) .40 75.00 59.00 reclassified *d to asset divestitu -r; Hion in the 1993 first r B07 *** 29 REPORT OF INOEPENOENT PUBLIC ACCOUNTANTS 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 Oecember 31. 1994 and 1993 and the related statements of income, shareholders' equity and cash flows for each of the three years in the period ended Oecember 31, 1994, 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. Me 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, 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. As explained in Note 7 to the financial statements, effective January 1, 1992, the Corporation changed its method of accounting for income taxes. /s/ Arthur Andersen LLP Arthur Andersen LLP Atlanta, Georgia February 16, 1995 008 *** 30 REPORT ON MANAGEMENT'S RESPONSIBILITIES Management of Georg ia-Pac i f i c Corporation is responsible for the preparation, Integrity and fair presentation of the consolidated financial statements and tne 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, fw.agement 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 Oirectors, 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. 1994, the internal control system over financial reporting is adequate and effective in alt material respects. /s/ James E. Terrell James E. Terrel'l Vice President and Controller /s/ John F. McGovern John F. McGovern Senior Vice President - Finance and Chief Financial Officer /s/ A. 0. Correll A. D. Cornell Chairman and Chief Executive Officer February 16, 1995 e 809 31 SELECTED FINANCIAL DATA -- OPERATIONS Georgia-Pacific Corporation and Subsidiaries CASH DIVIDENDS TO EARNINGS Cash dividends declared (common and preferred) divided by nec income (loss). EARNINGS TO INTEREST Income (loss) from continuing operations before income taxes, extraordinary items and accounting changes plus interest expense divided by total interest cost (interest expense plus capitalized interest). In the 1994. 1993, 1992, 1991 and 1990 calculations, respectively. S33 million, 129 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 1993, 1991 and 1990 calculations, respectively, cash provided by continuing operations excludes $(100) million. S(S0) million and $850 million from the accounts receivable sale program. In the 1994, 1993, 1992. .1991 and 1990 calculations, respectively, the $33 million. $29 million, $35 million. $59 million and $48 million cost of 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. (Dollar amounts, except per share. and shares are in millions) 1994 1993 Year ended December 31 1992 1991 -199 Operations Net sales Costs and expenses Cost of sales Selling, genera'l and administrative Depreciation and depletion Interest Other (income) loss Total costs and expenses Income (loss) from continuing operations before unusual items, income taxes, extraordinary items and accounting changes Unusual items Provision (benefit) for income taxes Income' (loss) from continuing operations before extraordinary items and accounting changes (Loss) from discontinued operations, net of taxes Extraordinary items and accounting changes, net of taxes Net income (loss) I;:;:;:;:;::;;;:;:;;;;;::;;:::::::::; $12,238 $12,287 $11 .847 $11 ,524 $12.66 9.881 1 ,143 746 453 (57) 12.166 9,765 1 ,196 764 513 26 12 ,264 9.397 1 ,170 789 565 - 11 .921 9,164 1 ,137 724 584 (344) 11 .265 9.73 95 69 ou (4 11 .94 572 246 23 (74) 259 71 41 (14) 293 35 326 (18) (60) (34) 36 _ - (16) (16) (64) (108) $ 310 $ (34) $ (124) S (142) $ 36 ==Z !! id ty neC income (loss). me taxes . extraordinary ivided by total interest In the 1994. 1993. 1992. n. *29 million. *35 oiints receivable sale expense divided by total .rest). In the 1993. 1991 y continuing operations ion from the accounts y91 and 1990 calculations . ion, *59 million and *48 included in interest me (loss) from continuing and accounting changes. 1993 Year ended December 31 1992 1991 1990* 1939 1988 2.287 *11 .347 *11 .524 *12 .665 *10,171 9.765 1 .195 764 513 26 2 .264 9 ,397 - 9,164 1 .170 1 .137 789 724 565 534 - (344) '.1 .921 1.1 .265 9.738 951 699 606 (43) 11.946 7.621 689 514 260 9.034 *9.509 7.4S2 632 450 197 " 8.731 23 (74) 259 719 1 ,037 778 41 (14) 293 354 426 311 (13) (60) (34) 365 661 467 (16) (64) (108) (34) S (124) S (142) * 365 S 661 * 46? V <jajh provided by continuing ;P*rit 'C'ns-'-- ,}cn*r scaciscical data pr common share Incoma (loss) from continuing operations befor* extraordinary items and accounting changes . (Loss) from discontinued operations Extraordinary items and accounting changes Net income (los3) Dividends declared Average shares of common stock outstanding Shares of common stock outstanding at yeai--end Cash dividends to earnings Earnings to interest Cash flow to interest Effective income tax rate 329 439 368 630 S 1,22 S 3.66 * (.21) 1 (.69) S (.40) i 4.2 --- - (.18) (.18) (.74) (1.25) * 3.48 * 1.60 I (.39) * (1.43) S (1.65) s 4.2 S 1.60 S 1.60 * 1.60 s 1.6 89.1 87.7 86.4 85.8 85. 90. S 44. 5% 2.1 2.7 43. or. 90.3 100%+ 1.0 1.9 178.3% 88.1 100% + 0.9 2.4' (18.9)% 87.4 100%+ 1.4 1.9 113.1% 36. 38. 2. 2. 49. (Oollar amounts, except per share. and shares are in millions) Operations Net sales Costs and expenses Cost of sales Selling, genera.l and administrative Depreciation and depletion Interest Other (income) loss local costs and expenses Income (loss) from' continuing operations before unusual items, income taxes, extraordinary icems and accounting changes Unusual items Provision (benefit) for income taxes Income (loss) from continuing operations before extraordinary items and accounting changes (Loss) from discontinued operations, net of taxes Extraordinary items and accounting changes, net of taxes Net income (loss) Cash provided by continuing operac ions-** Year ended December 31 1987 1986 1985 1984 18,603 6,777 583 387 124 " 7 .871 *7.223 5.783 51 i 339 138 6, '71 *6,716 5.553 431 310 132 -- 6.426 *6 .682 5 ,441 426 232 156 *" 6,305 732 66 340 452 33 189 290 19 102 377 19 . 143 4 58 S 458 296 * S 296 207*. - 253 (30) (134) 10 S 187 S 119 S 781 5 575 S 771 S 509 ' B12 489 s *68 l 630 II .223 I 1 .356 I 665 < .21J I (.6/) I <.**0> I `-2.8 . I 7.42 $ 4.76 (. 16) (.74) (1.25) (.3/) I (1.43) $ (1.65) I 1.60 I 1.60 I 1.60 87.7 86.4 85.8 90.3 1 ooz* 1.0 1.9 176.37. 88.1 10030 0.9 2.4 (18.9)7. 87.4 1007.f 1.4 1 .9 113.13! - 4.28 I 7.42 I 4.76 1.60 I 1.45 ' I 1.25 85.3 89.1 98.1 86.7 38.U 2.0 2.7 49.23! 86.7 19.77. ' 5.0 5.9 39.23! 94.8 26.33! 4.4 4.8 40.03! r inSid 04Cimtr 31 1986 1985 1984 7.223 5.783 511 339 138 6.771 56.716 16.632 5.553 431 310 132 5.441 426 282 156 6,426 6.305 452 33 169 290 19 102 377 19 143 256 296 207 (30) 10 S 167 253 (134) I 119 575 . S 771 I 509 r Other statistical data Per common share Income (loss) from continuing operations before extraordinary items and accounting changes (Loss) from discontinued operations extraordinary items and account ng changes Net income (loss) Oividends declared Average shares of commong stock outstanding Shares of common stock outstanding at year-end Cash dividends to earnings Earnings to interest Cash flow to interest Effective income tax rate S 4.23 * 2.70 S 1.84 J 2.23 - " (.29) (1.31) - - .10 4.23 * 2.70 I 1.85 i .97 1.05 S .85 S .80 t .70 107.5 104.1 103.0 102.2 104.7 25.1Z 6.9 6.S 42.6Z 107.3 32.8Z 4.2 4.9 39.0Z 105.2 49. 77. 2.7 5.6 33.0Z 102.5 71.4Z 3.3 4.0 36.17. * The results of Great Northern Nekoosa Corporation and its subsidiaries have been included beginning on March 9, 1990. ** Excludes the accounts receivable sale program. r '*0 C02 *** 32 3ELECTE0 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 shock 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 and accounts receivable sold. The value qf 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. (Oo.lar amounts, except per share. and shares are in millions) 1994 1993 Year ended December 31 1992 1991 199 Financial position, end of year Current assets Timber and timberlands, net Property, plant and equipment, net Net assets of discontinued operations Gooduill Other assets Total assets Current liabilities Long-term debt Other long-term liabilities Deferred income taxes Redeemable preferred stock Shareholders' equity Working capital S 1.862 1 .363 5.488 1 .773 242 S 1 ,646 1 .381 5,448 - 1.832 238 S 1.607 1 ,402 5.831 -- 1 .891 181 S 1.562 1 .377 5.567 - 1 .949 174 S 1 .76 1 .63 6.34 2 .04 28 10.728 10.545 10,912 10.629 12.06 2.325 3.904 825 1 .054 -- 2.064 4,157 827 1.095 2 ,452 4.L19 731 1.202 " 2.722 3.743 633 795 2 .53 5.21 40 92 S 2.620 S 2.402 S 2.508 S 2,736 S 2 ,97 * <463) S (418) S (845) S(1.160) S (76 utner statistical aata Capital expenditures (including acquisitions)** Capital expenditures (excluding acquisitions)** Per common share - - Market price: High , Low tear-end Book value Total debt to capital, book basis < S 894 S 467 s 384 S 528 I 3.76 894 467 384 528 66 79.00 56.75 71.50 28.95 56.0* 75.00 55.00 68.75 26.60 57.0* 72.00 48.25 62.38 28.47 57.0* 60.25 36.25 53.63 31.30 60.1 * 52.1 25.3 37.2 ' 3-. 3 63. C03 F YEAR on redeemable preferred as of the end of the year. d income taxes, other lor.greholders' equity as of the s. commercial paper and long-term debt and market value of al debt includes bank urrent portion of long-term reholders' equity is the r of common stock shares the end of the year. 1993 Year ended December 31 1992 1991 1990* 1989 1988 1 .646 1 ,381 5,448 1 .832 238 0.545 2.064 4.157 827 1 .095 $ 1,607 1 .402 5.831 1 ,891 181 10,912 2.452 4.019 731 1 .202 S 1 ,562 1 ,377 5.567 1 ,949 174 10.629 2.722 3.743 633 795 $ 1 ,766 1 .630 6.341 2.042 284 12,063 2,535 5.218 407 928 SI .829 1 .246 3.691 91 202 7.059 924 2,336 241 841 2 .402 * 2.508 I 2.736 S 2.975 (418) S (845) S(1 .160) S (769) S2.717 S 905 SI.892 1 .289 3,723 101 113 7.118 1 .013 2,514 168 788 S2 .635 S 879 467 S 384 S 528 S 3.789 467 . 384 528 866 75.00 55.00 68.75 26.60 57.07. 72.00 48.25 62.38 28.47 57.0% 60.25 36.25 53.63 31.30 60.1% 52.13 25.38 37.25 34.31 63.6% S 499 493 62.00 36.63 48.50 31.35 40.1% SI .552 711 42.88 30.75 36.88 27.79 44.i: C04 *** Total debt to capital, market basis Current ratio 46.9% .8 <<8.0* .8 51.7% .7 57. IX .6 (Dollar amounts, except per share. and shares are in millions) Y<ar ended Oecember 31 1987 1986 1985 1984 Financial position, end of year Current assets Timber and timberlands. net Property, plant and equipment, net Net assets of discontinued operations Goodwill Other assets Total acse's Current liabilities Long-term debt Other long-term liabilities Deferred income taxes Redeem :le preferred stock Shareholders' equity Working capital SI .729 915 3,048 - 92 90 5 ,.874 996 1 .298 156 744 - S2 .680 S 733 SI .420 844 2 .691 - 160 5,115 837 893 125 695 113 S2.452 S 583 SI,291 804 2 .606 11 - 154 4,866 631 1 ,257 69 606 156 S2.147 S 660 SI .406 840 2,270 158 Ill 4.785 640 1 ,363 34 503 190 S2.035 S 766 Other statistical data Capital expenditures (including acquisitions)*** Capital expenditures (excluding acquisitions)** Per common share Market price: High Low Y eai--end Book value Total debt to capital, book basis Total debt to capital, market basis Current ratio S 825 550 52.75 22.75 34.50 25.59 31.4* 3i. 2% 1.7 S 482 444 41.25 24.75 37.00 22.70 26.3% 23.3% 1.7 S 642 624 27.38 20.50 26.50 20.59 32.0% 33.9% 2.0 S 710 403 25.75 18.00 25.00 19.58 35.7% 37.4% 2.2 * The financial position of Great Northern Nekoosa Corporation and its subsidiaries has been included beginning March 1990. ** Represents additions, at cost, to property, plan t and equipment and timber and timber lands. cos ft fl. 48.07. .8 51.77. 57.27. .6 69.97. .7 17.77. 2.0 44.8* 1.9 II 1i1i n ii n n ii r andad Oatambar 31 1986 1985 1984 1 .420 644 2.691 - SI .291 804 2.606 11 160 154 5.115 4.866 837 893 125 695 113 631 1 .257 69 606 156 2.452 S2 .147 583 . S 660 SI .406 840 2 .270 158 111 4 .785 640 1 .383 34 503 190 S2.035 S 766 462 444 41.25 24.73 37. CO 22.70 26.3Z 23.3Z 1 .7 S 642 624 27.38 20.50 26.50 20.59 32.07. 33.95C 2.0 S 710 403 25.75 18.00 25.00 19.58 35.7Z 37.4X 2.2 Corporation and h 1990. and equipment and r ** C06 * 33 SALES ANO operating profits Georgia-Pacific Corporation by INDUSTRY segment and Subsidiaries (Millions) Net sales Building products Uood panels Lumber Chemicals Gypsum products Sooting Other Pule and paper Containerboard and packaging Commonicat ion paoers Tissue Market pulp Paper districution and envelopes Other Other operations Continuing operations Operating results* Building products Pulp and paper Other operations Other income (loss)** Continuing operations 1994. * 3.159 2.720 334 320 157 871 7,561 257. 21 3 3 1 7 60 2 .185 1 .310 7L0 772 35 96 17 TO 6 6 - 1 5.138 40 39 - 112.738 100Z * 989 8 U 171 14 10 57 5 * 1 .227 100X Year ended Oeeember 199? 19 1 2.913 2 .672 267 236 180 799 7.067 24Z 22 2 2 1 7 58 1 .902 1 .195 713 579 743 51 15 10 6 5 6 - 5,188 u 2 32 - *12 .287 10OX S 973 126Z (137) (24) 10 1 (26) (3> S 770 100Z S 2.51*3 2,055 240 216 135 873 6.112 2 .001 1 .070 682 631 1 .203 69 5.711 24 S1.1 ,847 S 691 (8) V " S 692 (Millions) Net sales Building products wood panels Lumber Chemicals Gypsum products Roofing Other Pulp and paper Containerboard and packaging Communication papers 1990*** Year ended December 1989 19 S 2.296 1 .966 247 270 192 952 5 .923 137. 16 2 2 2 7 47 2 .440 1 .360 19 11 S 2.483 2.109 *53 299 194 745 6 .038 247. 21 3 3 2 7 . 60 1 .578 983 15 10 S2 .442 2.134 241 305 159 713 6 .029 1 .433 796 I C07 Yar -jridid Dec*mdp 31 1993 \-,n 1991 2 5 2.913 242 5 2.543 222 $ 2.097 18Z 2.672 *. 22 2 2.055 240 17 2 1 ,819 223 16 2 236 2 216 2 222 2 180 1 185 2 183 2 799 7 873 7 861 7 7.067 58 6,112 52 5.405 47 1 .902 1 ,195 713 579 748 51 15 10 . 6 5 6 - 2.001 1 .070 682 681 1 .208 69 17 9 6 6 10 2.008 1 .134 664 645 1 .218 420 17 10 6 6 10 4 5.188 42 5.711 43 6.089 53 32 - 24 - 30 - OM 2 512.237 $11.847 1002 $11 .524 1002 II II II It II II II II II 7. $ 973 1262 $ 691 1002 $ 344 322 (187) (24) (8) (1 ) 362 34 10 1 91 17 2 (26) (3) 344 32 7. i 770 1 ijGZ 5 692 1002 $ 1 .067 1002 r ear aridad Dac-imbar 31 195/ 1988 1987 2 $ 2 .488 242 2 .109 21 253 299 194 3 J l 745 7 6 ,083 60 1 ,573 983 15 10 $2 .442 2.134 241 305 189 713 6,029 262 5 3 2 8 63 1 .433 796 15 8 $2,355 2.002 189 361 194 654 5.755 232 23 2 4 2 8 67 1 .246 621 15 7 COB ' Tissue Market pulp Pacer distribution and envelopes Other Otner operations Continuing operations Operating results* Building products Pulp and paper Otner operations Other income (loss)15* Continuing operations (Millions) Net sales Building products Uood panels Lumber Chemicals Oypsum products Roofing Other Pulp and pacer Containertoard and packaging Communication papers Tissue Market pulp Pacer distribution and envelopes Other Otti-p iterations Continuing operations Operating results* Building products Pulp and paper Other -operations Other income (loss)** Continuing operations 719 779 1 ,027 377 6 6 8 3 6.702 UQ 53 - *12,665 100* 679 728 7 7 74 1 4 .042 40 41 - *10,171 100* 590 533 84 3.436 44 *9.509 * 423 29* 979 67 17 1 48 3 S 1 .467 100* * 533 36* 917 63 15 1 -" * 1 .465 100* I 423 616 10 - *1 .054 1996 Year ended December 31 1985 19 *1 .864 1 .676 1S5 375 230 553 4.853 26* 23 2 5 3 8 67 1 .029 461 502 221 - 68 15 6 7 3 - 1 2 .281 32 89 1 *7.223 100* * 500 146 35 73* 22 5 " * 681 100* *1 .666 1 .434 173 377 260 560 4 ,470 25* 21 3 6 4 8 67 1 .037 356 514 157 - 70 15 5 8 2 - 1 2 .134 31 112 2 *6.716 100* * 391 . 86* 29 6 35 8 ** * 455 *1 .637 1 .461 186 360 268 540 4 .4S2 909 445 507 225 - 25 2.111 119 *6,682 S 379 202 <cu I 601 oo>1? Operating results are before inc one taxes, int erest . cost of acicounts receivable sale program, general corporate expenses, unusual items. II 1 II -- iOO II 1 II 1 M ** C09 * 679 728 74 4 .042 41 X 110.171 7 7 1 40 - OO 590 533 6 6 84 1 3.436 36 44 1 *9.509 100X II II II II II It II X * 533 36X 917 63 15 1 7. S 1 .465 100X * 428 616 10 41 X 58 1 *1 .054 100X Year ended December 31 1985 1984 539 314 90 2 .810 38 *8.603 6 4 1 33 - * 533 383 10 58X 41 1 * 926 100X X *1 .666 25X *1 .637 25X 1 ,434 21 1 .461 22 173 3 186 3 377 6 360 5 260 4 268 4 560 8 540 8 4 .470 67 4.452 67 1 .037 356 514 157 15 5 8 2 909 445 507 225 13 7 8 3 70 1 25 - 2 .134 31 2 .111 31 112 2 119 2 7. *6.716 100X *6.682 100X 7. s 391 86X * 379 63X 29 6 202 34 35 8 20 3 X S 455 100X * 601 100X sc. cost of accounts es unusual items. : CIO *** extraordinary items and accounting changes. Other income (loss) includes a net 15? million pretax gain in 1994, a net $26 million pretax loss in 1993. a net 1344 million pretax gain in 1991 and a net 144 million pretax gain in 1990 primarily resulting from asset divestitures. If these amounts had been included in segment operating profits, culp and paper operating profits would have been S204 million in 1994. 1(213) million in 1993, $546 million in 1991 and $939 million in 1990 Cuilding products operating profits would have been $1,013 million in 1994, $504 million in 1991 and $511 million in 1990. sales and operating profits of Great Northern Nekoosa Corporation and its subsidiaries have been included beginning on (larch 9. 1990. D *o Cl 1 34 OPERATING STATISTICS Georg i a-Pac i f ic Corporation and Subsidiaries As of December 31, 1994 Number of Annual. facilities Capacity 1994 Produc 1993 199 Pulp and paper Paper (t.tons) Containerboard and packaging Linerboard and medium Other paperboard Kraft paper Communication papers Tissue Groundwood papers Market pulp, shipments (t.tons) Total paper and market pulp 4 2,941 3,105 3.030 2 ,88 5 678 646 567 52 2 342 345 343 37 7 2,184 2,064 2.119 2.00 5 588 586 594 57 - - -- 6 1 ,938 1 ,977 1 .940 1 .82 29 8,671 8,723 8.593 8.19 Converting Corrugated packaging Tissue (t.tons) Other (t.tons) Total paper', market pulp and converting 38 2 ,618 2 .327 2.065 1 .91 6 615 544 543 52 11 84 II II II II II II II II II M II II II II II II II II II II II II II II II II II II II II II II II II II II II II II II II II II II II II II II II II II II fl II II II II II Building products Wood panels Softwood plywood (378") (ra.sq.ft.) Hardwood plywood (sir) (m.sq.ft.) Hardboard (1/8") (m.sq.ft.) Particleboard (3/4") (m.sq.ft.) Oriented strand board (3/8") (m.sq.ft.) Panelboard (1/8") (m.sq.ft.) Softboard (1/2") (m.sq.ft.) Medium-density fiberboard (3/4") (m.sq.ft.) Lumber (m.bd.ft.) Moulding (m.bd.ft.) Gypsum coard (m.sq.ft.) Roofing**-shingles (t.squares) Formaldehyde (ra.lbs.) Thermosetting resins (m.lbs.) Other Total building products Distribution centers Other operations Resources (as of December 31) North American timberlands (t.acres) Owned Controlled 16 2 8 9 4 1 1 1 41 2 10 14 16 14 139 134 2 5.299 600 1 .397 1 .382 1 .031 379 250 100 2.763 21 3 ,063 2 .066 3.013 II II II II II II If |l II II II 5.445 448 1 .365 1 .190 1 .028 378 241 95 2,523 17 2 .786 959 2 ,006 2.926 3.462 477 1 .388 1 .089 1 .045 366 247 98 2.580 21 2.409 7.274 1 .809 2,761 5.13 45 1 .33 97 1 .01 36 23 9 2.56 2 2.11 7 .44 1 .61 2.57 -f 5.732 681 5.821 5 ,V4 681 70 :::::: = n Production Cl 2 . 1994 urinal azity 1994 Product ion 1993 1992 1991 1990* 2 .941 67* 342 2 .1*4 SS* 1 .93* *.671 3.105 646 345 2.064 586 1 .977 *.723 :s:s:ss= II II II II II II II II II II II 3.030 567 343 2 .119 594 - 1 .940 * .593 2 .889 526 377 2 .002 576 - 1 .829 2.936 522 358 1 .994 556 603 1 .793 8 .199 8,762 ssss::::::: 2 .61* 615 2.327 544 2 .065 543 1 .917 521 1 .816 491 3.139 544 354 1 .780 553 531 1 .667 8.568 2.225 497 II II II II II II II II II M II II II H II M 5 .299 600 1 .397 1 .332 1 .031 379 250 100 2 .763 21 3 .063 2 .066 3.013 5 .445 448 1 .365 1 .190 1 .028 373 241 95 2.523 17 2 .786 959 2 .006 2 ,926 5 .462 477 1 .388 1 .039 1 .045 366 247 93 2.580 21 2 .409 7 ,274 1 .309 2.761 5.133 458 1 ,330 977 1 ,011 365 234 92 2.568 23 2,112 7 .447 1 .614 2.571 4,968 424 1 .202 932 851 332 237 79 2,570 22 1 .955 7.775 1 .540 2 .377 5.395 437 1 .203 984 969 344 252 88 2.674 36 2.309 7.674 1 ,547 2.470 S .732 6*1 5 ,*21 `e*i S,942 707 5.969 922 0.203* 1 .0*7* 001 Pulp and paper Paper (t.tons) Containerboard and packaging Linerboard and medium Other paperboard Kraft paper Communication papers Tissue Groundwood papers Market pulp, shipments (t.tons) Total paper and market pulp Converting Corrugated packaging Tissue (t.tons) Other (t.tons) Total paper, market pulp and converting Distribution centers Building products Wood panels Softwood plywood (3/8") (m.sq.ft.) Hardwood plywood ($m) (m.sq.ft.) Hardboard (1/8") (m.sq.ft.) Particleboard (3/4") (m.sq.ft.) Oriented strand board (3/8") (m.sq.ft.) Panelboard <1/8") (m.sq.ft.) Softboard <1/2") (m-.sq.ft.) Medium-density fiterboard (3/4") (m.sq.ft.) Lumber (m.bd.ft.) Moulding (m.bd.ft.) Gypsum board (m.sq.ft.) Roofing**-shingles (t.squares) Formaldehyde (m.lbs.) Thermosetting resins- (ra.lbs.) Other Total building products Distribution centers Other operations Resources (as of December 31) North American tiraberlinds (t.acres) Owned Controlled 1989 1988 1987 198 1 ,419 555 350 1,161 519 -- 1.194 5,198 1 .297 458 356 970 511 870 4,462 1 .318 393 348 868 490 -- 718 4,135 1 .14 36 39 73 49 61 3.74 1.258 467 1 .270 462 1 .205 446 1.10 43 5.341 420 1.203 1.062 873 318 242 74 2.426 29 2.403 8.106 1 .454 2.372 5.545 456 1 .198 1 .004 793 330 238 62 2,324 30 2.406 7.155 1 .394 2.362 5,050 357 1 .159 695 652 295 231 59 1.956 30 2.620 6.976 1 .309 2.136 4.70 33 34 42 52 24 24 7 1 .78 2.47 7.36 1 .23 1 .80 5.430 670 5.480 1 .010 e 4.910 670 4 ,70 53 sm = surface measure basis t - thousands m = millions The Corporation has 221 manufacturing facilities in the United States, one recycled-paper mill and one particle board plant in Canada, and two wood moulding manufacturing facilities in Mexico. -o 1 939 1983 1987 1986 1985 1984 i .419 555350 1 .161 51 v 1 J94 1.297 458 356 970 511 870 5.198 4 ,462 S8T. 1 .318 393 348 868 490 718 4.135 1 ,258 467 1 .270 462 1 .205 446 II II II II II II II II II II II II II II II II II II II II II II It II II II II II II It II II 1 .146 368 394 731 496 611 3.746 1 .102 437 976 368 452 552 476 587 740 374 529 574 486 629 3 .411 3.332 -- -- ---- -- -- -- -- 1 .025 432 874 422 5 .341 420 1 .203 1 ,062 873 318 242 74 2 .426 29 2 .403 3 .106 1 ,454 2 .372 5.545 456 1 .198 1 .004 793 330 238 62 2.324 30 2.406 7.155 1 .394 2,362 5,050 357 1 .159 695 652 295 231 59 1 .956 30 2 .620 6.976 1 .309 2.136 4,706 335 349 425 525 248 241 75 1 .734 8 2.473 7.361 1 .233 1 .80S 4 ,414 311 368 410 173 290 239 76 1 .684 - 2.495 7.789 1 .188 1 .650 4 ,443 343 361 381 96 311 243 69 1 .650 -- 2.412 7.539 1 .169 1 .527 5 .430 670 5 .480 1 .010 4.910 670 4 .700 530 4.760 480 4 .920 480 r 3 in the United States, plant in Canada, and two 003 - The production of Great Northern Nekoosa facilities has been included beginning on March 9. 1990. >< Roofing operations were sold in February, 1994. Excludes 540,000 fee acres and 98,000 controlled acres of timberland sold in January 1991 . *** 004 ** 35 INVESTOR INFORMATION CORPORATE HEAOOUARTERS 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 tne 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 0r3ui-2500. or telephone (201 ) 324-0498. Registered G-P shareholders are eligible to participate in the G-P Dividend Reinvestment Plan. For information on the Plan, contact tne 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 31. 1994: 44,000. FINANCIAL INFORMATION A copy of tne Georgia-Pacific 1994 Annual Report to the Securities and Exchange Commission on Form 10-K will be supplied without charge. Annual Statistical Updates are also available. Requests for financial information should be directed to: Investor Relations, Georgia-Pacific Corporation. P.0. Box 105605, Atlanta. Georgia 30343. or telephone (404) 652-5555 Georgia-Pacific is an equal opportunity employer. Photo Description: Georgia-Pacific would like to thank the employees of the Honticello. Georgia, and Leaf River. Mississippi, mills for their cooperation and participation in celling the company's story this year. (c)1995 Georgia-Pacific Corporation. All rights reserved. ANGEL SOFT. SPARKLE. CORONET. MO, DELTA. HOPPER and ICIANA are registered trademarks and PROTERRA and FLECKS are trademarks of Georgia-Pacific Co-poration. Printed on Georgia-Pacific papers: Cover -- Hocper(r) Kiana(r) Smooth White 100 lb. cover Tex. -- Hopper(r) Kiana(r) Smooth White 80 lb. text Proterra (tm) Flecks (tm) Stucco 70 lb. text Design: Sa.nata Associates Principal Photography: Marc Norberg Typography: Fine Print Typography. Inc. Lithography: George Rice 8 Sons Lithography in the United States of America DOS ***