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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K

(MARK ONE)

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR FISCAL YEAR ENDED DECEMBER 31, 2000

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NO. 1-3157
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INTERNATIONAL PAPER COMPANY
(EXACT NAME OF COMPANY AS SPECIFIED IN ITS CHARTER)
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NEW YORK 13-0872805
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYEE
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

400 ATLANTIC STREET 06921
STAMFORD, CONNECTICUT (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

COMPANY'S TELEPHONE NUMBER, INCLUDING AREA CODE: 203-358-7000
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- -------------------

Common Stock, $1 per share par value New York Stock Exchange
7 7/8% Debentures due 2038 New York Stock Exchange

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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

Indicate by check mark whether the Company (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the Company
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [x] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
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The aggregate market value of the common stock of the Company outstanding as
of March 16, 2001, held by non-affiliates of the Company was $17,250,072,809,
calculated on the basis of the closing price on the Composite Tape on March 16,
2001. For this computation, the Company has excluded the market value of all
common stock beneficially owned by all executive officers and directors of the
Company and their associates as a group and treasury stock. Such exclusion is
not to signify in any way that members of this group are 'affiliates' of the
Company.

The number of shares outstanding of the Company's common stock, as of March
16, 2001

OUTSTANDING IN TREASURY
----------- -----------

482,973,450 1,194,696

The following documents are incorporated by reference into the parts of this
report indicated below:

2000 ANNUAL REPORT TO SHAREHOLDERS PARTS I, II, AND IV
(INSIDE FRONT COVER AND PAGES 6 THROUGH 65)
PROXY STATEMENT DATED MARCH 26, 2001 PART III

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PART I

ITEM 1. BUSINESS

GENERAL

International Paper Company (the Company or International Paper, which may
be referred to as we or us), is a global forest products, paper and packaging
company that is complemented by an extensive distribution system, with
primary markets and manufacturing operations in the United States, Canada,
Europe, the Pacific Rim, and South America. Substantially all of our businesses
have experienced, and are likely to continue to experience, cycles relating to
available industry capacity and general economic conditions. We are a New York
corporation and were incorporated in 1941 as the successor to the New York
corporation of the same name organized in 1898. Our home page on the Internet is
www.internationalpaper.com. You can learn more about us by visiting that site.

In the United States at December 31, 2000, the Company operated 35 pulp,
paper and packaging mills, 105 converting and packaging plants, 46 wood products
facilities, seven specialty panels and laminated products plants and eight
specialty chemicals plants. Production facilities at December 31, 2000 in
Europe, Asia, Latin America, South America and Canada included 15 pulp, paper
and packaging mills, 48 converting and packaging plants, 15 wood products
facilities, three specialty panels and laminated products plants and seven
specialty chemicals plants. We distribute printing, packaging, graphic arts,
maintenance and industrial products through over 300 distribution branches
located primarily in the United States. At December 31, 2000, we owned or
managed approximately 12 million acres of forestlands in the United States,
mostly in the South, 1.5 million acres in Brazil and had, through licenses
and forest management agreements, harvesting rights on government-owned
timberlands in Canada.

Through Carter Holt Harvey, a New Zealand company which is approximately
50.4% owned by International Paper, the Company operates five mills producing
pulp, paper, packaging and tissue products, 26 converting and packaging plants
and 56 wood products manufacturing and distribution facilities, primarily in New
Zealand and Australia. Carter Holt Harvey distributes paper and packaging
products through seven distribution branches located in New Zealand and
Australia. In New Zealand, Carter Holt Harvey owns approximately 820,000 acres
of forestlands.

For financial reporting purposes, our businesses are separated into six
segments: Printing Papers; Industrial and Consumer Packaging; Distribution;
Forest Products; Chemicals and Petroleum; and Carter Holt Harvey. A description
of these business segments can be found on pages 7 through 13 of our 2000 Annual
Report to Shareholders (Annual Report), which information is incorporated herein
by reference.

From 1995 through 2000, International Paper's capital expenditures
approximated $8.8 billion, excluding mergers and acquisitions. These
expenditures reflect our continuing efforts to improve product quality and
environmental performance, lower costs, and improve forestlands. Capital
spending in 2000 was $1.4 billion and is budgeted to be approximately $1.2
billion in 2001. This amount is below our annual depreciation and amortization
expense of $2 billion. You can find more information about capital expenditures
on pages 13 and 14 of our Annual Report, which information is incorporated
herein by reference.

Discussions of mergers and acquisitions can be found on pages 6, 13, 14, 39
and 40 of the Annual Report, which information is incorporated herein by
reference.

You can find discussions of restructuring charges and other special items on
pages 15 through 23 and 41 through 49 of the Annual Report, which information is
incorporated herein by reference.

Throughout this 10-K report, we 'incorporate by reference' certain
information in parts of other documents filed with the Securities and
Exchange Commission (SEC). The SEC permits us to disclose important
information by referring to it in that manner. Please refer to such
information.

FINANCIAL INFORMATION CONCERNING INDUSTRY SEGMENTS

The financial information concerning segments is set forth on pages 30 and
31 of the Annual Report, which information is incorporated herein by reference.

FINANCIAL INFORMATION ABOUT INTERNATIONAL AND DOMESTIC OPERATIONS

The financial information concerning international and domestic operations
and export sales is set forth on page 31 of the Annual Report, which information
is incorporated herein by reference.

COMPETITION AND COSTS

Despite the size of the Company's manufacturing capacities for paper,
paperboard, packaging and pulp products, the markets in all of the cited product
lines are large and highly fragmented. The markets for wood and specialty
products are similarly large and fragmented. There are numerous competitors, and
the major markets, both domestic and international, in which the Company sells
its principal products are very competitive. These products are in competition
with similar products produced by others, and in some instances, with products
produced by other industries from other materials.

Many factors influence the Company's competitive position, including prices,
costs, product quality and services. You can find more information about the
impact of prices and costs on operating profits on pages 6 through 13 of the
Annual Report, which information is incorporated herein by reference.

MARKETING AND DISTRIBUTION

The Company sells paper and packaging products through our own sales
organization directly to users or converters for manufacture. Sales offices are
located throughout the United States as well as internationally. We also sell
significant volumes of products through paper merchants and distributors,
including facilities in our distribution network.

We market our U.S. production of lumber and plywood through independent and
Company-owned distribution centers. Specialty products are marketed through
various channels of distribution.

DESCRIPTION OF PRINCIPAL PRODUCTS

The Company's principal products are described on pages 7 through 9 of the
Annual Report, which information is incorporated herein by reference.

Production of major products for 2000, 1999 and 1998 was as follows:

PRODUCTION BY PRODUCT
(UNAUDITED)

2000(A) 1999 1998
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Printing papers (In thousands of tons)
White papers and bristols............................... 6,046 5,393 5,188
Coated papers........................................... 2,020 1,308 1,241
Market pulp(A).......................................... 2,584 2,082 2,020
Newsprint............................................... 109 100 95
Packaging (In thousands of tons)
Containerboard.......................................... 4,454 4,837 4,670
Bleached packaging board................................ 2,113 2,122 2,148
Industrial papers....................................... 993 898 894
Industrial and consumer packaging(B).................... 5,240 5,112 4,919
Specialty products (In thousands of tons)
Tissue.................................................. 164 158 148
Forest products (In millions)
Panels (sq. ft 3/8" basis)(C)........................... 2,620 2,106 1,818
Lumber (board feet)..................................... 3,372 2,927 2,726
MDF (sq.ft 3/4" basis).................................. 335 209 297
Particleboard (sq. ft 3/4" basis)....................... 380 196 195

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(A) Production includes Champion International Corporation (Champion) from the
date of acquisition.

(B) This excludes market pulp purchases.

(C) A significant portion of this tonnage was fabricated from paperboard and
paper produced at the Company's mills and is included in the
containerboard, bleached packaging board and industrial papers amounts in
this table.

(D) Panels include plywood and oriented strand board.

RESEARCH AND DEVELOPMENT

The Company operates research and development centers at Sterling Forest,
New York; Cincinnati, Ohio; Kaukauna, Wisconsin; West Chicago, Illinois;
Odenton, Maryland; Jacksonville, Florida; Savannah, Georgia; Saint-Priest,
France; Annecy, France; a regional center for applied forest research in
Bainbridge, Georgia; a forest biotechnology center in Rotorua, New Zealand; and
several product laboratories. We direct research and development activities to
short-term, long-term and technical assistance needs of customers and operating
divisions; process, equipment and product innovations; and improve profits
through tree generation and propagation research. Activities include studies on
improved forest species and management; innovation and improvement of pulping,
bleaching, chemical recovery, papermaking and coating processes; packaging
design and materials development; reduction of environmental discharges; re-use
of raw materials in manufacturing processes; recycling of consumer and packaging
paper products; energy conservation; applications of computer controls to
manufacturing operations; innovations and improvement of products; and
development of various new products. Our development efforts specifically
address product safety as well as the minimization of solid waste. The cost to
the Company of its research and development operations in 2000 was $92 million,
including Champion for the period of July-December, $88 million in 1999, and
$144 million in 1998.

ENVIRONMENTAL PROTECTION

The Company is subject to extensive federal and state environmental
regulation as well as similar regulations in all other jurisdictions in which it
operates. Our continuing objectives are to: (1) control pollutants discharged
into the air, water and groundwater to avoid adverse impacts on the environment,
(2) make continual improvements in environmental performance, and (3) maintain
100% compliance with applicable laws and regulations. A total of $190 million
was spent in 2000 for capital projects to control environmental releases into
the air and water, and to assure environmentally sound management and disposal
of waste. We expect to spend approximately $136 million in 2001 for similar
capital projects, including the costs to comply with the Environmental
Protection Agency's (EPA) Cluster Rule regulations. Amounts to be spent for
environmental control projects in future years will depend on new laws and
regulations and changes in legal requirements and environmental concerns. Taking
these uncertainties into account, our preliminary estimate for additional
environmental appropriations during the period 2002 through 2003 is
approximately $307 million in total.

On April 15, 1998, the EPA issued final Cluster Rule regulations that
established new requirements regarding air emissions and wastewater discharges
from pulp and paper mills to be met by 2006. The projected costs included in our
estimate related to the Cluster Rule regulations for the years 2001 through 2002
are $116 million. Projected Cluster Rule costs for 2003 through 2006 are in the
range of $330 million to $370 million. Included in these estimates are costs
associated with combustion source standards for the pulp and paper industry,
which were issued by the EPA on January 12, 2001. The final cost depends on the
outcome of the Cluster Rule water regulations for pulp and paper categories
other than bleached kraft and soda. Regulations for these categories are not
likely to become final until late 2001. We estimate that annual operating costs,
excluding depreciation, will increase approximately $22 million when these
regulations are fully implemented.

Additional regulatory requirements that may affect future spending include
the EPA's requirements for states to assess current surface water loading from
industrial and area sources. This process, called Total Maximum Daily Load
(TMDL) allocation, could result in reduced allowable treated effluent discharges
from our manufacturing sites. To date there have been no significant impacts due
to the TMDL process, as the majority of our manufacturing sites operate at
levels significantly below allowable waste loadings.

In recent years, the EPA has undertaken significant air quality initiatives
associated with nitrogen oxide emissions, regional haze, and national ambient
air quality standards. When regulatory requirements for new and changing
standards are finalized, we will add any resulting future cost projections to
our expenditure forecast.

The Company has been named as a potentially liable party in a number of
environmental remediation actions under various federal and state laws,
including the Comprehensive Environmental

Response, Compensation and Liability Act (CERCLA). Related costs are recorded in
the financial statements when they are probable and reasonably estimable. As of
December 31, 2000, these liabilities totaled approximately $170 million.
Completion of these actions is not expected to have a material adverse effect on
the Company's financial condition or results of operations.

The Company expects the significant effort it has made in the analysis of
environmental issues and the development of environmental control technology
responses will enable it to keep costs for compliance with environmental
regulations at, or below, industry averages.

You can find a further discussion of environmental issues on pages 24 and 25
of the Annual Report, which information is incorporated herein by reference.

You can also find additional information about environmental matters in the
Company's 1999-2000 Environment, Health & Safety Annual Environmental Report,
which can be obtained by contacting the Company or through the Company's
website.

EMPLOYEES

As of December 31, 2000, we had approximately 112,900 employees, 77,000 of
whom were located in the United States. Of the domestic employees, approximately
49,000 are hourly employees, approximately 23,000 of whom are represented by the
Paper, Allied-Industrial, Chemical and Energy International Union.

At December 31, 2000, employee reductions relating to the Union Camp merger
totaled approximately 2,200, based on a comparison of year end 2000 actual head
count versus 1998 budget. During 2000, we completed the Union Camp
merger-related integration benefits program, eliminating 1,062 employees of the
combined company. Under a Union Camp restructuring plan implemented in 1998
before the merger, another 540 positions were eliminated. Approximately 600
additional positions of the combined company were eliminated where the
individuals affected were not eligible for benefits under these programs.

During 2000, labor agreements were ratified at seven mills. During 2001,
labor agreements are scheduled to be negotiated at five mills: Georgetown, Erie,
Pensacola, Sartell and Hudson River.

During 2000, 27 labor agreements were settled in non-papermill operations.
Settlements included 12 in paper converting, six in building materials, six in
distribution and three in chemicals. At year end, one open contract existed
where negotiations were in progress. During 2001, 26 non-papermill operations
will negotiate new labor agreements.

RAW MATERIALS

For information on the sources and availability of raw materials essential
to our business, see Item 2. Properties.

FORWARD-LOOKING STATEMENTS

Our disclosure and analysis in this report and in our Annual Report, and in
particular, statements found in Management's Discussion and Analysis in the
Annual Report, contain some forward-looking statements. Forward-looking
statements reflect our expectations or forecasts of future events. These
statements do not relate strictly to historical or current facts. They use words
such as 'estimate,' 'anticipate,' 'plan,' 'expect,' 'project,' 'intend,'
'believe,' and similar meanings in connection with any discussion of future
operating or financial performance. These include statements relating to future
actions, future performance or the outcome of contingencies, such as legal
proceedings and financial results. We also provide oral or written
forward-looking statements in other materials we release to the public.

Such statements reflect the current views of International Paper with
respect to future events and are subject to risks and uncertainties. Actual
results may differ materially from those expressed or implied in these
statements. Factors which could cause actual results to differ include, among
other things, whether conditions influencing the recent economic slowdown will
continue or worsen, changes

in overall demand, whether our initiatives relating to balancing our supply with
demand will be successful, changes in domestic or foreign competition, changes
in the cost or availability of raw materials, the cost of compliance with
environmental laws and regulations, and whether anticipated savings from merger
and other restructuring activities and facility rationalizations can be
achieved. In view of such uncertainties, investors are cautioned not to place
undue reliance on these forward-looking statements.

We undertake no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or otherwise.
You should consult any further disclosures we make on related subjects in our
Forms 10-Q, 8-K and 10-K reports to the SEC.

ITEM 2. PROPERTIES

FORESTLANDS

The principal raw material used by International Paper is wood in various
forms. As of December 31, 2000, the Company or its subsidiaries owned or
controlled approximately 12 million acres of forestlands in the United States,
1.5 million acres in Brazil and had, through licenses and forest management
agreements, harvesting rights on government-owned timberlands in Canada. An
additional 820,000 acres of forestlands in New Zealand were held through Carter
Holt Harvey, a consolidated subsidiary of International Paper.

During 2000, the U.S. forestlands supplied 16 million tons of roundwood to
the Company's U.S. facilities. This amounted to the following percentages of the
roundwood requirements of its U.S. mills and forest products facilities: 15% in
its Northern mills and 38% in its Southern mills. The balance was acquired from
other private industrial and nonindustrial forestland owners, with only an
insignificant amount coming from public lands of the United States government.
In addition, in 2000, seven million tons of wood were sold to other users. In
November 1994, we adopted the Sustainable Forestry Principles developed by the
American Forest and Paper Association in August 1994.

MILLS AND PLANTS

A listing of our production facilities can be found in Appendix I hereto,
which is incorporated herein by reference.

The Company's facilities are in good operating condition and are suited for
the purposes for which they are presently being used. We continue to study the
economics of modernizing or adopting other alternatives for higher cost
facilities.

CAPITAL INVESTMENTS AND DISPOSITIONS

Given the size, scope and complexity of our business interests, we
continuously examine and evaluate a wide variety of business opportunities and
planning alternatives, including possible acquisitions and sales or other
dispositions of properties. You can find planned capital investments for 2001,
dispositions, and restructuring activities as of December 31, 2000 on pages 6
and 13 through 23 of the Annual Report, which information is incorporated herein
by reference.

ITEM 3. LEGAL PROCEEDINGS

MASONITE LITIGATION

Three nationwide class action lawsuits filed against International Paper
have been settled in recent years.

The first suit alleged that hardboard siding manufactured by Masonite fails
prematurely, allowing moisture intrusion that in turn causes damage to the
structure underneath the siding. The class consisted of all U.S. property owners
having Masonite hardboard siding installed on and incorporated into buildings
between 1980 and January 15, 1998. Final approval of the settlement was granted
by the Court on January 15, 1998. The settlement provides for monetary
compensation to class members meeting the

settlement requirements on a claims-made basis. It also provides for the payment
of attorneys' fees equaling 15% of the settlement amounts paid to class members,
with a non-refundable advance of $47.5 million plus $2.5 million in costs.

The second suit made similar allegations with regard to Omniwood siding
manufactured by Masonite (Omniwood Lawsuit). The class consisted of all U.S.
property owners having Omniwood siding installed on and incorporated into
buildings from January 1, 1992 to January 6, 1999.

The third suit alleged that Woodruf roofing manufactured by Masonite is
defective and causes damage to the structure underneath the roofing (Woodruf
Lawsuit). The class consisted of all U.S. property owners who had incorporated
and installed Masonite Woodruf roofing from January 1, 1980 to January 6, 1999.

Final approval of the settlements of the Omniwood and Woodruf lawsuits was
granted by the Court on January 6, 1999. The settlements provide for monetary
compensation to class members meeting the settlement requirements on a
claims-made basis, and provide for payment of attorneys' fees equaling 13% of
the settlement amounts paid to class members with a non-refundable advance of
$1.7 million plus $75,000 in costs for each of the two cases.

Reserves for these matters total $92 million at December 31, 2000, net of
expected future insurance recoveries of $51 million. This amount includes $25
million added to the reserve for hardboard siding claims in the fourth quarter
of 1999 (some of which has now been paid to claimants) and an additional $125
million added to that reserve in the third quarter of 2000 to cover an expected
shortfall, resulting primarily from a higher number of hardboard siding claims
than anticipated. It is reasonably possible that the higher number of hardboard
siding claims might be indicative of the need for one or more future additions
to this reserve. However, whether or not any future additions to this reserve
become necessary, we believe that these settlements will not have a material
adverse effect on our consolidated financial position or results of operations.

Through December 31, 2000, net settlement payments of $277 million,
including the $51 million of non-refundable advances of attorneys' fees
discussed above, have been made. Included in the non-refundable advances of
attorneys' fees is $5 million, which has been paid to the attorneys for the
plaintiffs in the Omniwood and Woodruf lawsuits. Also, we have received $27
million related to these matters from our insurance carriers through December
31, 2000. International Paper and Masonite have the right to terminate each of
the settlements after seven years from the dates of final approval. The
liability for these matters will be retained after the planned sale of Masonite
is completed.

OTHER LITIGATION

In March and April 2000, Champion and 10 members of its board of directors
were served with six lawsuits that have been filed in the Supreme Court for the
State of New York, New York County. Each of the suits purports to be a class
action filed on behalf of Champion shareholders and alleges that the defendants
breached their fiduciary duties in connection with the proposed merger with
UPM-Kymmene Corporation and the merger proposal from International Paper.
Champion has filed a motion to dismiss, which as of February 26, 2001 has not
been decided.

On May 14, 1999, and May 18, 1999, two lawsuits were filed against
International Paper, the former Union Camp Corporation (Union Camp) and other
manufacturers of linerboard. These suits allege that the defendants conspired to
fix prices for linerboard and corrugated sheets during the period October 1,
1993, through November 30, 1995. Both lawsuits were filed seeking nationwide
class certification. The lawsuits allege that various purchasers of corrugated
sheets and corrugated containers were injured as a result of the alleged
conspiracy. The cases have been consolidated in federal court in the Eastern
District of Pennsylvania. Defendants' motions to dismiss the cases were denied
on October 4, 2000. Plaintiffs filed motions for class certification on January
10, 2001, which were pending as of February 26, 2001.

Purchasers of high-pressure laminates have filed a number of purported class
actions under the federal antitrust laws in various federal district courts in
different states, alleging that International Paper's Nevamar division
participated in a price-fixing conspiracy with competitors. These cases have
been consolidated in federal district court in New York. Indirect and direct
purchasers of high-pressure

laminates have also filed similar purported class action cases under various
state antitrust and consumer protection statutes in California, Florida, Maine,
Michigan, Minnesota, New Mexico, New York, North Dakota, South Dakota, Tennessee
and the District of Columbia. International Paper filed a motion to dismiss one
of the cases in federal court, which was denied by the court without prejudice.
The federal plaintiffs filed a consolidated amended complaint on February 22,
2001. As of February 26, 2001, International Paper has filed a motion to dismiss
the case pending in New York State court and has filed answers in California,
New Mexico, South Dakota and one of two complaints filed in Michigan. Answers
are not yet due in the remaining state cases.

OTHER ENVIRONMENTAL

In April 1999, the Franklin, Virginia mill received a Notice of Violation
(NOV) from the EPA, Region 3 in Philadelphia, and an NOV from the Commonwealth
of Virginia alleging that the mill violated the Prevention of Significant
Deterioration (PSD) regulations. The Franklin mill was owned by Union Camp at
that time and was one of seven paper mills in Region 3 owned by different
companies that received similar notices of violation. Union Camp merged with
International Paper on April 30, 1999, and International Paper has entered into
negotiations with the EPA and the Commonwealth of Virginia.

The Franklin mill NOVs were issued in connection with the EPA's well
publicized PSD air permit enforcement initiative against the paper industry. In
1999, our paper mills in Kaukauna, Wisconsin and Augusta, Georgia received
requests for information from the EPA regarding compliance with the PSD
regulations. Three additional facilities received information requests in 2000,
and the EPA's initiative may result in similar actions at other facilities.

In August 1998, the former Union Camp Corporation informed the Virginia
Department of Environmental Quality (DEQ) of certain New Source Performance
Standards (NSPS) permitting discrepancies related to a power boiler at the paper
mill in Franklin, Virginia. On April 11, 2000, International Paper and the DEQ
entered into a consent order that resolved the matter for a civil penalty of
$134,000.

In November 1999, the Wisconsin Department of Natural Resources filed a
civil complaint alleging past exceedences of air permit limits at the former
Union Camp flexible packaging facility located in Tomah, Wisconsin. The matter
was settled on November 2, 2000 for a civil penalty of $60,000.

On December 30, 1999, the Company entered into a Consent Order with the
Florida Department of Environmental Protection relating to alleged violations of
the wastewater discharge permit at the Company's Pensacola, Florida, mill. The
Consent Order requires the Company to take additional steps to control the
discharge of suspended solids, nutrients and oxygen-consuming material in the
mill's wastewater and to pay a civil penalty of $137,730. The Consent Order has
not yet become effective due to the filing of administrative appeals by third
parties.

In February 2000, the Town of Lyman, South Carolina, issued an
administrative order alleging past violations of a wastewater pretreatment
permit at the former Union Camp folding carton facility in Spartanburg, South
Carolina. While International Paper has satisfied the terms of the order, the
Town of Lyman recently indicated it may seek penalties and other surcharges that
together may exceed $100,000. We are engaged in settlement discussions with the
Town of Lyman.

As of February 26, 2001, there were no other pending judicial proceedings,
brought by governmental authorities against International Paper, for alleged
violations of applicable environmental laws or regulations. International Paper
is engaged in various other proceedings that arise under applicable
environmental and safety laws or regulations, including approximately 97 active
proceedings under the CERCLA and comparable state laws. Most of these
proceedings involve the cleanup of hazardous substances at large commercial
landfills that received waste from many different sources. While joint and
several liability is authorized under the CERCLA, as a practical matter,
liability for CERCLA cleanups is allocated among the many potential responsible
parties. Based upon previous experience with respect to the cleanup of hazardous
substances and upon presently available information, International Paper
believes that it has no or de minimis liability with respect to 18 of these
sites; that liability is not likely to be significant at 51 sites; and that
estimates of liability at 28 of

these sites is likely to be significant but not material to International
Paper's consolidated financial position or results of operations.

On June 19, 2000, before International Paper completed the acquisition of
Champion, Champion entered into a Consent Order with the Maine Department of
Environmental Protection that resolved allegations of past wastewater and
reporting deficiencies at Champion's lumber mills in Milford and Passadumkeag,
Maine. The U.S. EPA and the U.S. Attorney's Office in Maine have since that time
commenced a grand jury investigation of the same allegations.

We are also involved in other contractual disputes, administrative and legal
proceedings and investigations of various types. While any litigation,
proceeding or investigation has an element of uncertainty, we believe that the
outcome of any proceeding, lawsuit or claim that is pending or threatened, or
all of them combined, will not have a material adverse effect on our
consolidated financial position or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended December 31, 2000.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Dividend per share data on the Company's common stock and the high and low
sale prices for the Company's common stock are set forth on page 62 of the
Annual Report and are incorporated herein by reference.

As of March 16, 2001, there were 39,887 holders of record of the Company's
common stock.

ITEM 6. SELECTED FINANCIAL DATA

The Company's columnar table showing selected financial data for the Company
is set forth on pages 62 and 63 of the Annual Report and is incorporated herein
by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Management's discussion and analysis on the consolidated financial
statements are set forth on pages 6 through 29 of the Annual Report and are
incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and qualitative disclosures about market risk are set forth on
pages 27 through 29 of the Annual Report and are incorporated herein by
reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Company's consolidated financial statements, the notes thereto and the
reports of the independent public accountants and Company management are set
forth on pages 32 through 61 of the Annual Report and are incorporated herein by
reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information with respect to the directors of the Company is included on
pages 10 through 12 of the Company's Proxy Statement, dated March 26, 2001
(Proxy Statement), which information is incorporated herein by reference.
Information with respect to the executive officers of the Company is set forth
below:

John T. Dillon, 62, chairman and chief executive officer since 1996. Prior
to that he was executive vice president-packaging from 1987 to 1995, when he
became president and chief operating officer.

C. Wesley Smith, 61, executive vice president since 1992.

John V. Faraci, 51, executive vice president and chief financial officer
since 2000. Prior to that he was senior vice president-finance and chief
financial officer from 1999. From 1995 until 1999 he was chief executive officer
and managing director of Carter Holt Harvey Limited of New Zealand.

Robert M. Amen, 51, executive vice president since 2000. He served as
President of International Paper -- Europe from 1997 to 2000 and prior to that
was vice president.

James P. Melican Jr., 60, executive vice president since 1991.

David W. Oskin, 58, executive vice president since 1995.

Marianne M. Parrs, 57, executive vice president since 1999. She was senior
vice president and chief financial officer from 1995 to 1999.

Andrew R. Lessin, 58, vice president-finance and chief accounting officer
since 2000. From 1995 to that time he was vice president and controller.

William B. Lytton, 52, senior vice president and general counsel since
January 1999. From 1996 to 1999 he was vice president and general counsel.

Executive officers of International Paper are elected to hold office until
the next annual meeting of the Board of Directors following the annual meeting
of shareholders and until election of successors, subject to removal by the
Board.

Information with respect to compliance with Section 16(a) of the Securities
and Exchange Act is set forth on page 16 of the Proxy Statement and is
incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

A description of the compensation of the Company's executive officers is set
forth on pages 18 through 22 of the Proxy Statement and is incorporated herein
by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

A description of the security ownership of certain beneficial owners and
management is set forth on pages 7 and 8 of the Proxy Statement and is
incorporated herein by reference.

The table showing ownership of the Company's common stock held by individual
directors and by directors and executive officers as a group is set forth on
pages 7 and 8 of the Proxy Statement, and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

A description of certain relationships and related transactions is set forth
on page 6 of the Proxy Statement and is incorporated herein by reference.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) Documents filed as part of this report:

1. Consolidated financial statements

The consolidated financial statements of the Company and consolidated
subsidiaries listed below are incorporated herein by reference to the
following pages of the Annual Report:

PAGE
----

Consolidated statement of earnings for fiscal years ended
December 31, 2000, 1999 and 1998.......................... 33
Consolidated balance sheet at December 31, 2000 and 1999.... 34
Consolidated statement of cash flows for fiscal years ended
December 31, 2000, 1999 and 1998.......................... 35
Consolidated statement of common shareholders' equity....... 36
Notes to consolidated financial statements.................. 37-61
Report of independent public accountants.................... 32

2. Financial statement schedule

The following additional financial data should be read in conjunction with
the financial statements in the Annual Report. Schedules not included with
this additional financial data have been omitted

because they are not applicable, or the required information is shown in the
financial statements or notes thereto.

ADDITIONAL FINANCIAL DATA
2000, 1999 AND 1998

Report of Independent Public Accountants on Financial
Statement Schedule........................................ 13
Consolidated Schedule:
II -- Valuation and Qualifying Accounts................. 14

3. Exhibits

(2.1) -- Agreement and Plan of Merger by and among International
Paper Company, International Paper-37, Inc. and Shorewood
Packaging Corporation dated as of February 16, 2000,
(incorporated by reference to the Schedule TO of
International Paper Company and International Paper-37, Inc.
dated February 29, 2000).
(2.2) -- Agreement and Plan of Merger dated as of May 12, 2000, among
Champion International Corporation, International Paper
Company and Condor Acquisition Corporation (incorporated by
reference to Exhibit 2 to International Paper Company's
Registration Statement on Form S-4, as amended on June 2,
2000 and June 9, 2000).
(3.1) -- Form of Restated Certificate of Incorporation of
International Paper (incorporated by reference to
International Paper's Report on Form 8-K dated November 20,
1990).
(3.2) -- Certificate of Amendment to the Certificate of Incorporation
of International Paper Company (incorporated herein by
reference to Exhibit (3)(i) to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1999).
(3.3) -- By-laws of the Company as amended.
(4.1) -- Specimen Common Stock Certificate (incorporated by reference
to Exhibit 2-A to the Company's registration statement on
Form S-7, No. 2-56588, dated June 10, 1976).
(4.2) -- Indenture, dated as of April 12, 1999, between International
Paper and The Bank of New York, as Trustee (incorporated by
reference to Exhibit 4.1 to International Paper's Report on
Form 8-K filed on June 29, 2000).
(4.3) -- Floating Rate Notes Supplemental Indenture, dated as of
June 14, 2000, between International Paper and The Bank of
New York, as Trustee (incorporated by reference to
Exhibit 4.2 to International Paper's Report on Form 8-K
filed on June 29, 2000).
(4.4) -- 8% Notes Due July 8, 2003 Supplemental Indenture, dated as
of June 14, 2000, between International Paper and The Bank
of New York, as Trustee (incorporated by reference to
Exhibit 4.3 to International Paper's Report on form 8-K
filed on June 29, 2000).
(4.5) -- 8 1/8% Notes Due July 8, 2005 Supplemental Indenture dated
as of June 14, 2000, between International Paper and The
Bank of New York, as Trustee (incorporated by reference to
Exhibit 4.4 to International Paper's Report on Form 8-K
filed on June 29, 2000).
(4.6) -- Credit Agreement, dated as of June 14, 2000, among
International Paper, International Paper Financial Services,
Inc., various lenders and Credit Suisse First Boston, New
York Branch, as Administrative agent, Lead Arranger and Book
Manager (incorporated by reference to Exhibit 4.5 to
International Paper's Report on Form 8-K filed on June 29,
2000).
(4.7) -- Form of New Floating Rate Notes due July 8, 2002
(incorporated by reference to Exhibit 4.1 to International
Paper Company's Registration Statement on Form S-4, dated
October 23, 2000, as amended November 15, 2000).
(4.8) -- Form of New 8% Notes due July 8, 2003 (incorporated by
reference to Exhibit 4.1 to International Paper Company's
Registration Statement on Form S-4 dated October 23, 2000,
as amended November 15, 2000).
(4.9) -- Form of New 8 1/8% Note due July 8, 2005 (incorporated by
reference to Exhibit 4.1 to International Paper Company's
Registration Statement on Form S-4 dated October 23, 2000,
as amended November 15, 2000).

(4.10) -- Credit Agreement, dated as of June 14, 2000, among
International Paper Company, International Paper Financial
Services, Inc., various lenders and Credit Suisse First
Boston, New York Branch, as Administrative Agent, Lead
Arranger and Book Manager (incorporated by reference to
Exhibit 4.5 to International Paper Company's Report on
Form 8-K filed on June 29, 2000).
(10.1) -- Long-Term Incentive Compensation Plan.
(10.2) -- Restricted Stock Plan for Non-Employee Directors
(incorporated by reference to Exhibit 99 to the Company's
Quarterly Report on Form 10-Q dated August 16, 1999, for the
quarter ended June 30, 1999).
(10.3) -- Champion Merger Integration Chief Executive Officer
Performance Plan (incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000).
(10.4) -- Champion Merger Integration Savings and Synergy Plan
(incorporated by reference to the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 2000).
(10.5) -- Union Camp Corporation 1989 Stock Option and Stock Award
Plan (incorporated by reference to Exhibit 99.1 to
Registration No. 333-75235, dated May 3, 1999).
(10.6) -- International Paper Company Stock Option Plan (incorporated
by reference to Registration No. 333-85051, dated
August 12, 1999).
(10.7) -- Management Incentive Plan (incorporated by reference to
Exhibit 99 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1998).
(10.8) -- Form of individual option agreement under Company Option
Plan (incorporated by reference to Exhibit 10.8 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999).
(10.9) -- Form of individual executive continuity award under Company
Long Term Incentive Compensation Plan (incorporated by
reference to Exhibit 10.8 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999).
(10.10a) -- Form of Termination Agreement -- Tier I (incorporated by
reference to Exhibit 10.8 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999).
(10.l0b) -- Form of Termination Agreement -- Tier II (incorporated by
reference to Exbibit 10.8 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999).
(10.10c) -- Form of Termination Agreement -- Tier III (incorporated by
reference to Exhibit 10.8 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999).
(10.11) -- International Paper Company Unfunded Savings Plan.
(10.12) -- International Paper Company Pension Restoration Plan for
Salaried Employees.
(10.13) -- International Paper Company Unfunded Supplemental Plan for
Senior Managers.
(11) -- Statement of Computation of Per Share Earnings.
(12) -- Computation of Ratio of Earnings to Fixed Charges.
(13) -- 2000 Annual Report to Shareholders of the Company.
(21) -- List of Subsidiaries of Registrant.
(22) -- Proxy Statement dated March 26, 2001 (incorporated by reference
to the Company's Proxy Statement dated March 26, 2001, filed on
March 26, 2001 pursuant to Rule 14a-6).
(23.1) -- Consent of Independent Public Accountants (Arthur Andersen
LLP).
(23.2) -- Consent of Independent Auditors (PricewaterhouseCoopers LLP).
(24) -- Power of Attorney.
(99.1) -- Report of Independent Auditors (PricewaterhouseCoopers LLP).
(99.2) -- Focus.

(b) Reports on Form 8-K

International Paper filed a report on Form 8-K on October 18, 2000 under
Item 5 reporting earnings for the quarter ended September 30, 2000, the
closure of three mills and the scaling back of one mill.

International Paper filed a report on Form 8-K on January 25, 2001 under
Item 5, reporting earnings for quarter ended December 31, 2000, merger
synergies with Champion International Corporation, and the status of
capacity rationalizations and realignment initiatives.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE

TO INTERNATIONAL PAPER COMPANY:

We have audited in accordance with auditing standards generally accepted in
the United States, the consolidated financial statements included in the
Company's 2000 Annual Report to Shareholders incorporated by reference in this
Form 10-K, and have issued our report thereon dated February 13, 2001. Our
audits were made for the purpose of forming an opinion on those statements taken
as a whole. The schedule listed in the accompanying index is the responsibility
of the Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. The schedule has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion,
based on our audits and the report of other auditors, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.

ARTHUR ANDERSEN LLP

New York, N.Y.
February 13, 2001

SCHEDULE II

INTERNATIONAL PAPER COMPANY AND CONSOLIDATED SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEAR ENDED DECEMBER 31, 2000
-----------------------------------------------------------------
BALANCE
AT ADDITIONS ADDITIONS DEDUCTIONS BALANCE AT
BEGINNING CHARGED TO CHARGED TO FROM END
DESCRIPTION OF PERIOD EARNINGS OTHER ACCOUNTS RESERVES OF PERIOD
----------- --------- -------- -------------- -------- ---------
(IN MILLIONS)

Reserves Applied Against Specific
Assets Shown on Balance Sheet:
Doubtful accounts -- current.... $106 $ 46 $ (24)(a) $128
Restructuring reserves.......... 115 248 (121)(b) 242

FOR THE YEAR ENDED DECEMBER 31, 1999
-----------------------------------------------------------------
BALANCE
AT ADDITIONS ADDITIONS DEDUCTIONS BALANCE AT
BEGINNING CHARGED TO CHARGED TO FROM END
DESCRIPTION OF PERIOD EARNINGS OTHER ACCOUNTS RESERVES OF PERIOD
----------- --------- -------- -------------- -------- ---------
(IN MILLIONS)

Reserves Applied Against Specific
Assets Shown on Balance Sheet:
Doubtful accounts -- current.... $115 $ 34 $ (43)(a) $106
Restructuring reserves.......... 71 149 (105)(b) 115

FOR THE YEAR ENDED DECEMBER 31, 1998
------------------------------------------------------------------
BALANCE AT ADDITIONS ADDITIONS DEDUCTIONS BALANCE AT
BEGINNING CHARGED TO CHARGED TO FROM END
DESCRIPTION OF PERIOD EARNINGS OTHER ACCOUNTS RESERVES OF PERIOD
----------- --------- -------- -------------- -------- ---------
(IN MILLIONS)

Reserves Applied Against Specific
Assets Shown on Balance Sheet:
Doubtful accounts -- current.... $108 $ 39 $ (32)(a) $115
Restructuring reserves.......... 91 81 (101)(b) 71

- ---------

(a) Includes write-offs, less recoveries, of accounts determined to be
uncollectible and other adjustments.

(b) Includes deductions for reversals of previously established reserves that
were no longer required.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

INTERNATIONAL PAPER COMPANY

By: /s/ BARBARA L. SMITHERS
..................................
BARBARA L. SMITHERS
VICE PRESIDENT AND SECRETARY

March 26, 2001

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:

SIGNATURE TITLE DATE
--------- ----- ----

/s/ JOHN T. DILLON Chairman of the Board, Chief March 26, 2001
.......................................... Executive Officer and Director
JOHN T. DILLON

/s/ C. WESLEY SMITH* Executive Vice President and March 26, 2001
......................................... Director
C. WESLEY SMITH

/s/ PETER I. BIJUR* Director March 26, 2001
.........................................
PETER I. BIJUR

/s/ ROBERT J. EATON* Director March 26, 2001
.........................................
ROBERT J. EATON

/s/ SAMIR G. GIBARA* Director March 26, 2001
.........................................
SAMIR G. GIBARA

/s/ JAMES R. HENDERSON* Director March 26, 2001
.........................................
JAMES R. HENDERSON

/s/ JOHN R. KENNEDY* Director March 26, 2001
.........................................
JOHN R. KENNEDY

/s/ ROBERT D. KENNEDY* Director March 26, 2001
.........................................
ROBERT D. KENNEDY

/s/ W. CRAIG MCCLELLAND* Director March 26, 2001
.........................................
W. CRAIG MCCLELLAND

/s/ DONALD F. MCHENRY* Director March 26, 2001
.........................................
DONALD F. MCHENRY

SIGNATURE TITLE DATE
--------- ----- ----

/s/ PATRICK F. NOONAN* Director March 26, 2001
.........................................
PATRICK F. NOONAN

/s/ JANE C. PFEIFFER* Director March 26, 2001
.........................................
JANE C. PFEIFFER

/s/ JEREMIAH J. SHEEHAN* Director March 26, 2001
.........................................
JEREMIAH J. SHEEHAN

/s/ CHARLES R. SHOEMATE* Director March 26, 2001
.........................................
CHARLES R. SHOEMATE

/s/ JOHN V. FARACI Executive Vice President and Chief March 26, 2001
......................................... Financial Officer
JOHN V. FARACI

/s/ ANDREW R. LESSIN Vice President -- Finance and Chief March 26, 2001
......................................... Accounting Officer
ANDREW R. LESSIN

*By: /s/ BARBARA L. SMITHERS
.........................................
BARBARA L. SMITHERS
ATTORNEY-IN-FACT

APPENDIX I

2000 LISTING OF FACILITIES

PRINTING AND
COMMUNICATIONS PAPERS

BUSINESS PAPERS, COATED PAPERS,
FINE PAPERS AND PULP
U.S.:
Courtland, Alabama
Selma, Alabama
(Riverdale Mill)
Pine Bluff, Arkansas
Mira Loma, California
(C & D Center)
Pensacola, Florida
Augusta, Georgia
Bastrop, Louisiana
(Louisiana Mill)
Springhill, Louisiana
(C & D Center)
Bucksport, Maine
Jay, Maine
(Androscoggin Mill)
West Springfield,
Massachusetts
Westfield, Massachusetts
(C & D center)
Quinnesec, Michigan
Sturgis, Michigan
(C & D Center)
Sartell, Minnesota
Moss Point, Mississippi
Corinth, New York
(Hudson River Mill)
Ticonderoga, New York
Riegelwood, North Carolina
Wilmington, North Carolina
(Reclaim Center)
Hamilton, Ohio
Saybrook, Ohio
(C & D center)
Erie, Pennsylvania
Hazleton, Pennsylvania
(C & D Center)
Lock Haven, Pennsylvania
Eastover, South Carolina
Georgetown, South Carolina
Sumter, South Carolina
(C & D Center)
Texarkana, Texas
Franklin, Virginia

International:
Maresquel, France
Saillat, France
Saint Die, France
(Anould Mill)
Strasbourg, France
(La Robertsau Mill)
Bergisch Gladbach, Germany
(Gorhrsmuhle Mill)
Duren, Germany
(Reflex Mill)
Klucze, Poland
Kwidzyn, Poland
Svetogorsk, Russia
Inverurie, Scotland

CONSUMER AND INDUSTRIAL
PACKAGING

INDUSTRIAL PAPERS
U.S.:
Lancaster, Ohio
De Pere, Wisconsin
Kaukauna, Wisconsin
Menasha, Wisconsin
International:
Limburg, Netherlands

INDUSTRIAL PACKAGING

CONTAINERBOARD
U.S.:
Prattville, Alabama
Savannah, Georgia
Terre Haute, Indiana
Mansfield, Louisiana
Pineville, Louisiana
Vicksburg, Mississippi
Oswego, New York
Roanoke Rapids, North Carolina
Georgetown, South Carolina
International:
Arles, France

CORRUGATED CONTAINER
U.S.:
Bay Minette, Alabama
Decatur, Alabama
Conway, Arkansas
Fordyce, Arkansas
Jonesboro, Arkansas
Russellville, Arkansas
Carson, California
Hanford, California
Modesto, California
Stockton, California
Vernon, California
Putnam, Connecticut
Auburndale, Florida
Forest Park, Georgia
Savannah, Georgia
Statesboro, Georgia
Chicago, Illinois
Des Plaines, Illinois
Fort Wayne, Indiana
Lexington, Kentucky
LaFayette, Louisiana
Shreveport, Louisiana
Springhill, Louisiana
Auburn, Maine
Howell, Michigan
Kalamazoo, Michigan
Monroe, Michigan
Minneapolis, Minnesota
Houston, Mississippi
Jackson, Mississippi
Kansas City, Missouri
West Deptford, New Jersey
Geneva, New York
King's Mountain, North Carolina
Statesville, North Carolina
Cincinnati, Ohio
Solon, Ohio
Wooster, Ohio
Lancaster, Pennsylvania
Mount Carmel, Pennsylvania
Washington, Pennsylvania
Georgetown, South Carolina
Spartanburg, South Carolina
Morristown, Tennessee
Murfreesboro, Tennessee
Dallas, Texas
Edinburg, Texas
El Paso, Texas
Ft. Worth, Texas
San Antonio, Texas
Richmond, Virginia
Cedarburg, Wisconsin
Fond du Lac, Wisconsin

Emerging Markets
Ranagua, Chile
Bayamon, Puerto Rico

International:
Las Palmas, Canary Islands
(2 locations)
Tenerife, Canary Islands
Arles, France
Chalon-sur-Saone, France
Chantilly, France
Creil, France
LePuy, France
Mortagne, France
Guadeloupe, French West
Indies
Asbourne, Ireland
Bellusco, Italy
Catania, Italy
Pedemonte, Italy
Pomezia, Italy
San Felice, Italy
Alcala, Spain
Almeria, Spain
Barcelona, Spain
Bilbao, Spain
Valencia, Spain
Valladolid, Spain
Thrapston, United Kingdom
Winsford, United Kingdom

KRAFT PAPER
Savannah, Georgia
Moss Point, Mississippi
Roanoke Rapids, North Carolina

A-1

CONSUMER PACKAGING
BLEACHED BOARD
Pine Bluff, Arkansas
Augusta, Georgia
Moss Point, Mississippi
Riegelwood, North Carolina
Georgetown, South Carolina
Prosperity, South Carolina
Texarkana, Texas

BEVERAGE PACKAGING
U.S.:
Turlock, California
Plant City, Florida
Cedar Rapids, Iowa
Kansas City, Kansas
Framingham, Massachusetts
Kalamazoo, Michigan
Raleigh, North Carolina

International:
London, Ontario, Canada
Longueuil, Quebec, Canada
Shanghai, China
Santiago, Dominican Republic
San Salvador, El Salvador
St. Priest, France
Fukusaki, Japan
Seoul, Korea
Taipei, Taiwan
Guacara,Venezuela

RETAIL PACKAGING
La Grange, Georgia
Thomaston, Georgia
Springdale, Ohio

FOODSERVICE
U.S.:
Visalia, California
Shelbyville, Illinois
Clinton, Iowa
Hopkinsville, Kentucky
Wilmington, North Carolina
Kenton, Ohio
Jackson, Tennessee

International:
Brisbane, Australia
Santiago, Chile
Shanghai, China
Bogota, Columbia
Bombay, India
Manila, Philippines

FLEXIBLE PACKAGING
U.S.:
Monticello, Arkansas
Hanford, California
Griffin, Georgia
Tifton, Georgia
Seymour, Indiana
Sibley, Iowa
Hazleton, Pennsylvania
Spartanburg, South Carolina
Tomah, Wisconsin

International:
Bolsaflex
Buenos Aires, Argentina

SHOREWOOD PACKAGING
U.S.:
Waterbury, Connecticut
LaGrange, Georgia
Indianapolis, Indiana
Louisville, Kentucky
East Flat Rock, North Carolina
Weaverville, North Carolina
Clifton, New Jersey
Edison, New Jersey
Englewood, New Jersey
Harrison, New Jersey
Moonachie, New Jersey
Cincinnati, Ohio
Springfield, Oregon
Danville, Virginia
Newport News, Virginia
Roanoke, Virginia

International:
Smith Falls, Onta rio, Canada
Brockville, Ontario, Canada
Toronto, Ontario, Canada
Guangzhou, China

DISTRIBUTION

WHOLESALE AND RETAIL
DISTRIBUTION
(270 distribution branches)

XPEDX
U.S.:
Stores Group
Chicago, Illinois
139 locations nationwide
Southeast Region
Greensboro, North Carolina
27 branches in the Middle
Atlantic States and
Southeast
4 Nationwide branches
West Region
Denver, Colorado
32 branches in the West,
Midwest and South
17 Nationwide branches
Specialty Business Group
Erlanger, Kentucky
3 branches nationwide
Central Region
Erlanger, Kentucky
10 branches in Midwest
4 Nationwide branches
Northeast Region
East Granby, Connecticut
14 branches in New England
and Middle Atlantic States
1 Nationwide branch

International:
Aussedat Rey France
Distribution S.A., Pantin,
France
3 locations
Chihuahua, Mexico
6 locations
Recom Papers
Nijmegen, Netherlands
Scaldia Papier BV,
Nijmegen, Netherlands
Aalbers Paper Products
Veenendaal, Netherlands
Impap
Warsaw, Poland
7 locations

CHEMICALS AND PETROLEUM

CHEMICALS
U.S.:
Panama City, Florida
Pensacola, Florida
Port St. Joe, Florida
Savannah, Georgia
Valdosta, Georgia
Oakdale, Louisiana
Picayune, Mississippi
Dover, Ohio
International:
Oulu, Finland
Valkeakoski, Finland
Niort, France
Greaker, Norway
Sandarne, Sweden
Chester-Le-Street, United Kingdom
Bedlington, United Kingdom

CHEMICAL CELLULOSE PULP
Natchez, Mississippi

PETROLEUM
Alvin, Texas
Midland, Texas

FORESTLANDS

FOREST RESOURCES
Approximately 12 million arces in the South, Northeast and West

REALTY PROJECTS
Haig Point Plantation
Daufuskie Island,
South Carolina

BUILDING MATERIALS

WOOD PRODUCTS
Chapman, Alabama
Citronelle, Alabama
Maplesville, Alabama
Opelika, Alabama
Thorsby, Alabama
Tuscaloosa, Alabama
Gurdon, Arkansas
Leola, Arkansas
Whelen Springs, Arkansas
McDavid, Florida
Whitehouse, Florida
Augusta, Georgia
Cordele, Georgia
Folkston, Georgia
Meldrim, Georgia
Washington, Georgia
Waycross, Georgia
Springhill, Louisiana
Costigan, Maine
Passadumkeag, Maine
Morton, Mississippi
Wiggins, Mississippi

A-2

Joplin, Missouri
Madison, New Hampshire
Armour, North Carolina
Seaboard, North Carolina
Johnston, South Carolina
Newberry, South Carolina
Sampit, South Carolina
Camden, Texas
Corrigan, Texas
Henderson, Texas
Jefferson, Texas
Nacogdoches, Texas
New Boston, Texas
Slaughter
Dallas, Texas
2 branches in the
Southwest and
Northwest
Franklin, Virginia

DECORATIVE PRODUCTS
Particleboard
Franklin, Virginia
Stuart, Virginia
Waverly, Virginia

SPECIALTY PANELS
U.S.:
Chino, California
Glasgow, Kentucky
Odenton, Maryland
Statesville, North Carolina
Tarboro, North Carolina
Hampton, South Carolina
Oshkosh, Wisconsin

International:
Bergerac, France
(Couze mill)
Ussel, France
Barcelona, Spain
(Durion mill)

MASONITE
U.S.:
Ukiah, California
Lisbon Falls, Maine
Laurel, Mississippi
Towanda, Pennsylvania
Danville, Virginia

International:
Carrick-on-Shannon, Ireland
Masonite Africa Limited
Estcourt Plant
Kunpo-shi, Korea

CARTER HOLT HARVEY

FORESTLANDS
Approximately 820,000 acres in
New Zealand

WOOD PRODUCTS
Sawmills and Processing Plants
Mt. Gambier, South Australia
Myrtleford, New South
Wales, Australia
Oberon, New South
Wales, Australia

Kopu, New Zealand
Nelson, New Zealand
Putaruru, New Zealand
Rotorua, New Zealand
Taupo, New Zealand
Tokoroa, New Zealand

Timber Merchants
Box Hill, Victoria, Australia
Hamilton Central,
Queensland, Australia
Sydney, New South Wales,
Australia

Plywood Mills
Myrtleford, New South
Wales, Australia
Nangwarry, South Australia
Tokoroa, New Zealand
Whangarei, Marsden Point,
New Zealand

Panel Production Plants
Gympie, Queensland
Australia
Mt. Gambier, South Australia
(2 plants)
Oberon, New South Wales,
Australia
Tumut, New South Wales,
Australia
Auckland, New Zealand
Kopu, New Zealand
Rangiora, New Zealand

Building Supplies Retail Outlets
Retail Outlets, 35 branches
in New Zealand

PULP AND PAPER
Kraft Paper, Pulp, Coated and Uncoated Papers and Bristols
Kinleith, New Zealand

Cartonboard
Whakatane, New Zealand

Containerboard
Kinleith, New Zealand
Penrose, New Zealand

Fiber Recycling Operation
Auckland, New Zealand

Conversion Site
Auckland, New Zealand

TISSUE
Pulp and Tissue
Box Hill, Victoria, Australia
Kawerau, New Zealand

Conversion Sites
Box Hill, Victoria, Australia
Clayton, Victoria, Australia
Keon Park, Victoria, Australia
Suva, Fiji
Auckland, New Zealand
(2 plants)
Kawerau, New Zealand
Te Rapa, New Zealand

PACKAGING
Case Manufacturing
Suva, Fiji
Central (Levin, New Zealand)
Northern (Auckland, New
Zealand)
Solid Fibre (Hamilton, New
Zealand)
Southern (Christchurch, New
Zealand)

Carton Manufacturing
Crestmead, Queensland,
Australia
Dandenong, Victoria,
Australia
Reservoir, Victoria, Australia
Smithfield, New South
Wales, Australia
Woodville, Australia
Auckland, New Zealand
Christchurch, New Zealand

Corrugated Manufacturing
Sydney, Australia
Melbourne, Australia

Paper Bag Manufacturing
Auckland, New Zealand

Paper Cups
Brisbane, Australia

Plastic Packaging
Santiago, Chile

DISTRIBUTION
Paper Merchant
Warehousing and
Distribution Centers,
Australia, 3 locations
New Zealand, 4 locations

PAPEL e CELULOSE

FORESTLANDS
Approximately 1.5 million acres in Brazil

PULP AND PAPER
Amapa, AP, Brazil
Arapoti, PR, Brazil
Mogi Guacu, SP, Brazil

WELDWOOD OF CANADA LIMITED

WOOD PRODUCTS
Burns Lake, British Columbia (3 plants)
Houston, British Columbia
100 Mile House, British Columbia
Quesnel, British Columbia
Williams Lake, British Columbia
Hinton, Alberta
Strachan, Alberta
Sundre, Alberta

NBSK PULP
Hinton, Alberta
Quesnel, British Columbia

A-3

STATEMENT OF DIFFERENCES
------------------------

The registered trademark symbol shall be expressed as.................... 'r'
The copyright symbol shall be expressed as............................... 'c'
The trademark symbol shall be expressed as .............................. 'TM'