- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
---------------------
FOR FISCAL YEAR ENDED DECEMBER 31, 1997 COMMISSION FILE NO. 1-3157
------------------------
INTERNATIONAL PAPER COMPANY
(Exact name of Company as specified in its charter)
NEW YORK 13-0872805
(State or other jurisdiction of (I.R.S. Employee
incorporation or organization) Identification No.)
TWO MANHATTANVILLE ROAD,
PURCHASE, N.Y.
(Address of principal executive offices)
10577
(Zip Code)
COMPANY'S TELEPHONE NUMBER, INCLUDING AREA CODE: 914-397-1500
------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH
EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
- --------------------------------------------------------------- -----------------------------
Cumulative $4 Preferred Stock, without par value New York Stock Exchange
Common Stock, $1 per share par value New York Stock Exchange
5 1/8% Debentures due 2012
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. / /
THE AGGREGATE MARKET VALUE OF THE COMMON STOCK OF THE COMPANY OUTSTANDING AS
OF FEBRUARY 27, 1998, HELD BY NON-AFFILIATES OF THE COMPANY WAS $14,043,803,601,
CALCULATED ON THE BASIS OF THE CLOSING PRICE ON THE COMPOSITE TAPE ON FEBRUARY
27, 1998. 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
FEBRUARY 27, 1998:
OUTSTANDING IN TREASURY
302,924,867 570,745
The following documents are incorporated by reference into the parts of this
report indicated below:
1997 ANNUAL REPORT TO SHAREHOLDERS PARTS I, II AND IV
(INSIDE FRONT COVER AND PAGES 4 THROUGH
50)
PROXY STATEMENT, DATED MARCH 30, 1998 PART III
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART I
ITEM 1. BUSINESS
GENERAL
International Paper Company, (referred to subsequently as the "Company" or
"International Paper") a New York corporation incorporated in 1941 as the
successor to the New York corporation of the same name organized in 1898, is a
global paper and forest products company that produces printing and writing
papers, pulp, tissue, paperboard and packaging and wood products. It also
manufactures nonwovens; specialty chemicals; and specialty panels and laminated
products. The Company's primary markets and manufacturing and distribution
operations are in the United States, Europe and the Pacific Rim.
In the United States at December 31, 1997, the Company operated 26 pulp,
paper and packaging mills, 59 converting and packaging plants, 32 wood products
facilities, 13 specialty panels and laminated products plants, 6 nonwoven
products facilities, and 6 specialty chemicals plants. Production facilities at
December 31, 1997 in Europe, Asia, Latin America and Canada included 13 pulp,
paper and packaging mills, 33 converting and packaging plants, one wood products
plant, 5 specialty panels and laminated products plants, 2 nonwoven products
facilities, and 5 specialty chemicals plants. The Company distributes printing,
packaging, graphic arts and industrial supply products, primarily manufactured
by other companies, through over 300 distribution branches located primarily in
the United States, and also engages in oil and gas and real estate activities in
the United States. At December 31, 1997, the Company controlled approximately
6.3 million acres of forestlands in the United States.
Through its acquisition of Carter Holt Harvey, the Company, primarily in New
Zealand and Australia, operates 6 mills producing pulp, paper, packaging and
tissue products, 26 converting and packaging facilities, 53 wood products
manufacturing and distribution facilities, and 8 building products plants.
Carter Holt Harvey distributes paper and packaging products through 20
distribution branches located in New Zealand and Australia. In New Zealand,
Carter Holt Harvey controls approximately 845,000 acres of forestlands.
In September 1997 the Company acquired Merbok Formtec, a company that has
pioneered the development of doorfacing products through postforming medium
density fiberboard. In November 1997, the stock of Taussig Graphics Supply,
Inc., was acquired.
On March 12, 1996, the Company completed the merger with Federal Paper Board
(Federal), a diversified forest and paper products company. Under the terms of
the merger agreement, Federal shareholders received, at their election and
subject to certain limitations, either $55 in cash or a combination of cash and
International Paper common stock worth $55 for each share of Federal common
stock. To complete the merger, Federal shares were acquired for approximately
$1.3 billion in cash and $1.4 billion in International Paper common stock, and
approximately $800 million of debt was assumed.
In August 1996 the Company acquired Forchem, a tall oil and turpentine
processor in Finland. In September 1996 Carter Holt Harvey, a consolidated
subsidiary, acquired Forwood Products, the timber processing business of the
South Australian government.
In late April 1995 the Company acquired approximately 26% of Carter Holt
Harvey, a New Zealand-based forest and paper products company for $1.1 billion.
The acquisition increased International Paper's ownership to just over 50%. As a
result, Carter Holt Harvey was consolidated into International Paper's financial
statements beginning on May 1, 1995. Prior to this date the equity accounting
method was utilized.
In January 1995 the assets of both Seaman-Patrick and Carpenter Paper
Companies, two Michigan-based paper distribution companies, were acquired by
issuing approximately 988,000 shares of common stock. In September, Micarta, the
South Carolina-based high-pressure laminates business of Westinghouse,
2
was acquired. In October, the Company purchased the inks and adhesives resin
business of DSM located in Niort, France.
All of the 1997, 1996 and 1995 acquisitions were accounted for using the
purchase method. The operating results of these mergers and acquisitions have
been included in the consolidated statement of earnings from the dates of
acquisition.
A further discussion of mergers and acquisitions can be found on pages 26,
27 and 39 of the Annual Report, which information is incorporated herein by
reference.
From 1991 through 1997, International Paper's capital expenditures
approximated $8.7 billion, excluding mergers and acquisitions. These
expenditures reflect the continuing efforts to improve product quality and
environmental performance, lower costs, expand production capacity, and acquire
and improve forestlands. Capital spending in 1997 was approximately $1.1 billion
and is budgeted to be approximately $1.1 billion in 1998. A further discussion
of capital expenditures can be found on page 26 of the Annual Report, which
information is incorporated herein by reference.
The Company, primarily through its majority-owned subsidiary, IP
Timberlands, Ltd. ("IPT"), a Texas limited partnership, controlled approximately
6.3 million acres of forestlands in the United States at December 31, 1997. IPT
controlled approximately 5.6 million acres of forestlands in the United States
at December 31, 1997. IPT was formed to succeed to substantially all of
International Paper's forestlands business for the period 1985 through 2035
unless earlier terminated. Through its ownership of Carter Holt Harvey,
International Paper controls approximately 845,000 acres of forestlands in New
Zealand.
In June 1997, a $535 million pre-tax business improvement reserve ($385
million after taxes or $1.28 per share) was established under a plan to improve
the Company's financial performance through closing or divesting of operations
that no longer meet financial or strategic objectives. It included approximately
$230 million for asset write-downs, $210 million for the estimated losses on
sales of businesses included in the reserve and $95 million for severance and
other expenses. Approximately $28 million of these costs were incurred in 1997.
The majority of the reserve relates to the restructuring of the printing papers
business in the United States and overseas and the sale of certain specialty
businesses. Annual improvement in earnings before interest and income taxes of
approximately $100 million is expected by the end of 1998. A further discussion
of restructuring activities can be found on pages 22 and 23 of the Annual
Report, which information is incorporated herein by reference.
Also in June 1997, the Company recorded a $150 million pre-tax charge ($93
million after taxes or $.31 per share) to add to its legal reserves. On July 14,
1997, Masonite Corporation, a wholly owned subsidiary, announced that it had
reached a proposed settlement in a class action pending in Mobile County,
Alabama. The Company believes its legal reserves are adequate to cover any
amounts to be paid pursuant to the proposed settlement, which is now final. For
a further discussion of the Masonite legal settlement, see pages 28, 40 and 42
of the Annual Report, which information is incorporated herein by reference.
In December 1997, an additional pre-tax charge of $125 million ($80 million
after taxes or $.26 per share) was recorded for anticipated losses associated
with the sale of the remaining imaging businesses.
On March 29, 1996, IPT completed the sale of a 98% general partnership
interest in a subsidiary partnership that owns approximately 300,000 acres of
forestlands located in Oregon and Washington. Included in the net assets of the
partnership interest sold were forestlands, roads and $750 million of long-term
debt. As a result of this transaction, International Paper recognized in its
first-quarter consolidated results a $592 million pre-tax gain ($336 million
after taxes and minority interest expense or $1.25 per share). IPT and
International Paper retained nonoperating interests in the partnership. In
December 1997, these retained interests were redeemed, and a related debt
guaranty was released resulting in a pre-tax gain of $170 million ($97 million
after taxes and minority interest expense or $.32 per share).
3
Also in the first quarter of 1996, the Company's Board of Directors
authorized a series of management actions to restructure and strengthen existing
businesses that resulted in a pre-tax charge to earnings of $515 million ($362
million after taxes or $1.35 per share). The charge included $305 million for
the write-off of certain assets, $100 million for asset impairments (related to
the adoption of Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of"), $80 million in associated severance costs and $30 million of other
expenses, including the cancellation of leases. Accruals for one-time cash
costs, which included severance and other expenses, totaled $110 million.
Approximately $34 million of these costs were incurred in 1996 and substantially
all of the remainder was spent in 1997.
In the fourth quarter of 1996, the Company recorded a $165 million pre-tax
charge ($105 million after taxes or $.35 per share) for the write-down of its
investment in Scitex, a company that markets digital communication products, and
to record its share of a restructuring charge announced by Scitex in November
1996.
On March 10, 1998, IP Forest Resources Company, a subsidiary of
International Paper, announced that it will exercise its right to purchase all
of the 7,299,500 publicly traded Class A Depositary Units of IP Timberlands Ltd
on March 25, 1998 for a purchase price of $13.6325 per unit.
FINANCIAL INFORMATION CONCERNING INDUSTRY SEGMENTS
The financial information concerning segments is set forth on pages 22
through 26 and 32 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. Information on the impact of prices and
costs on operating profits is contained on pages 22 through 30 of the Annual
Report, which information is incorporated herein by reference.
MARKETING AND DISTRIBUTION
Paper and packaging products are sold through the Company's own sales
organization directly to users or converters for manufacture. Sales offices are
located throughout the United States as well as internationally. Significant
volumes of products are also sold through paper merchants and distributors,
including facilities in the Company's distribution network.
The Company's U.S. production of lumber and plywood is marketed through
independent and Company-owned distribution centers. Specialty products are
marketed through various channels of distribution.
4
DESCRIPTION OF PRINCIPAL PRODUCTS
The Company's principal products are described on pages 4 through 8 of the
Annual Report, which information is incorporated herein by reference.
Production of major products for 1997, 1996 and 1995 was as follows:
PRODUCTION BY PRODUCTS
(UNAUDITED)
1997(F) 1996(D,F) 1995(E,F)
----------- ----------- -----------
Printing Papers (in thousands of tons)
Business Papers................................................................. 3,986 3,875 3,432
Coated Papers................................................................... 1,304 1,089 1,136
Market Pulp(A).................................................................. 2,148 2,007 1,733
Newsprint....................................................................... 86 94 91
Packaging (in thousands of tons)
Containerboard.................................................................. 2,945 2,702 2,387
Bleached Packaging Board........................................................ 2,191 1,885 1,167
Industrial Papers............................................................... 691 667 653
Industrial and Consumer Packaging(B)............................................ 3,379 3,313 2,952
Specialty Products (in thousands of tons)
Tissue.......................................................................... 147 126 68
Forest Products (in millions)
Panels (sq. ft. 3/8"-basis)(C).................................................. 1,445 1,242 936
Lumber (board feet)............................................................. 2,153 1,815 1,104
MDF (sq. ft. 3/4"-basis)........................................................ 204 285 263
Particleboard (sq. ft. 3/4"-basis).............................................. 188 192 182
- ------------------------
(A) This excludes market pulp purchases.
(B) A significant portion of this tonnage was fabricated from paperboard and
paper produced at the Company's own mills and included in the
containerboard, bleached packaging board and industrial papers amounts in
this table.
(C) Panels include plywood and oriented strand board.
(D) Includes Federal Paper Board from March 12, 1996, and Carter Holt Harvey for
a full year.
(E) Includes amounts for Carter Holt Harvey as applicable since May 1, 1995.
(F) Certain reclassifications and adjustments have been made to current- and
prior-year amounts.
RESEARCH AND DEVELOPMENT
The Company operates research and development centers at Sterling Forest,
New York; metropolitan Cincinnati, Ohio; Panama City, Florida; Erie,
Pennsylvania; Kaukauna, Wisconsin; Binghamton, New York; South Walpole,
Massachusetts; St. Charles, Illinois; Holyoke, Massachusetts; Odenton, Maryland;
Morley, United Kingdom; Munich, Germany; 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.
Research and development activities are directed to short-term, long-term and
technical assistance needs of customers and operating divisions; process,
equipment and product innovations; and improvement of profits through tree
generation and propagation research. Activities include studies on improved
forest species and management; innovation and improvement of pulping,
5
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. Product 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 was $99.9 million in
1997, $112.5 million in 1996 and $110.8 million in 1995.
ENVIRONMENTAL PROTECTION
Controlling pollutants discharged into the air, water and groundwater to
avoid adverse impacts on the environment, making continual improvements in
environmental performance and achieving 100% compliance with applicable laws and
regulations are continuing objectives of the Company. The Company has invested
substantial funds to modify facilities to assure compliance, and plans to make
substantial capital expenditures for this purpose in the future.
A total of $90 million was spent in 1997 to control environmental releases
into the air and water and to assure environmentally sound disposal of solid and
hazardous waste. The Company expects to spend approximately $105 million in 1998
for similar capital programs. Amounts to be spent for environmental control
projects in future years will depend on new laws and regulations, changes in
legal requirements and changes in environmental concerns. Taking these
uncertainties into account, the Company's preliminary estimate for additional
environmental appropriations during the period 1999 through 2000 is
approximately $350 million.
In November 1997, the United States Environmental Protection Agency ("EPA")
published on the internet new pulp and paper mill standards for air emissions
and water discharges to be met three to eight years after final promulgation
(the "Cluster Regulations"). Final promulgation will occur when the regulations
are published in the Federal Register which is expected to occur in April of
1998. The estimated spending for 1998 through 2000 includes the cost of these
regulations as well as other environmental projects. The Company has spent $145
million over the last four years to convert 13 of its U.S. and European bleached
mills to Elemental Chlorine Free ("ECF") pulping, one of the requirements of the
Cluster Regulations, and for certain other environmental projects related to the
Cluster Regulations. Two former Federal Paperboard mills will be converted to
ECF pulping in 1998. The additional cost related to the Cluster Regulations for
the three years 1998 to 2000 is estimated to be $230 million. Projected costs
for the following five years are $180 million. The final cost depends on the
outcome of Cluster water regulations for pulp and paper subcategories other than
bleached papergrade kraft. Regulations for these subcategories are not likely to
become final until late 1999 or 2000.
The Company now estimates that annual operating costs, excluding
depreciation, will increase approximately $20 million when these regulations are
fully implemented.
The Company expects the significant effort it has made in the analysis of
environmental issues and the development of environmental control technology to
enable it to keep costs for compliance with environmental regulations, at, or
below, industry averages.
A further discussion of environmental issues can be found on page 28 of the
Annual Report, which information is incorporated herein by reference.
Additional information is available in the Company's annual environmental
health and safety report published in October of 1997.
EMPLOYEES
As of December 31, 1997, the Company had approximately 82,000 employees, of
whom approximately 54,000 were located in the United States and the remainder
overseas. Of the domestic employees,
6
approximately 37,000 are hourly employees, approximately 17,000 of whom are
represented by the United Paperworkers International Union.
During 1997, new labor agreements were reached at the following mills:
Augusta, Sprague, Gardiner, Mobile, Riverdale, Oswego, Millers Falls and
Vicksburg. During 1998, labor agreements are scheduled to be negotiated at the
Louisiana, Moss Point and Pine Bluff mills, and in 1999, the Erie Mill.
During 1997, labor agreements expired in seven packaging plants and two
distribution operations. New labor agreements were negotiated at each location,
except three packaging plants where negotiations were still in progress at year
end; one additional packaging plant has a contract open from a previous year.
RAW MATERIALS
For information as to the sources and availability of raw materials
essential to the Company's business, see Item 2 "PROPERTIES."
ITEM 2. PROPERTIES
FORESTLANDS
The principal raw material used by International Paper is wood in various
forms. At December 31, 1997, the Company controlled approximately 6.3 million
acres of forestlands in the United States. Of this acreage, IP Timberlands, Ltd.
("IPT"), a limited partnership in which the Company has a majority ownership
interest, controlled approximately 5.6 million acres of forestlands in the U.S.
An additional 845,000 acres of forestlands in New Zealand are held through
Carter Holt Harvey, a consolidated subsidiary of International Paper.
During 1997, the U.S. forestlands supplied 2.4 million cords of roundwood to
the Company's U.S. facilities. This amounted to the following percentages of the
roundwood requirements of its mills and forest products facilities: 13% in its
Northern mills, 21% in its Southern mills and none in its Western mill. 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, 3.9 million cords of wood were sold to other
users in 1997. In November 1994, the Company adopted the Sustainable Forestry
Principles developed by the American Forest and Paper Association in August
1994.
MILLS AND PLANTS
A listing of the Company's production facilities can be found in Appendix I
hereto, which information 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. The Company continues to
study the economics of modernizing or adopting other alternatives for higher
cost facilities. Further discussions of new mill and plant projects can be found
on pages 26 and 27 of the Annual Report, which information is incorporated
herein by reference.
CAPITAL INVESTMENTS AND DISPOSITIONS
Given the size, scope and complexity of its business interests,
International Paper continuously examines and evaluates a wide variety of
business opportunities and planning alternatives, including possible
acquisitions and sales or other dispositions of properties. Planned capital
investments for 1998, dispositions, and restructuring activities as of December
31, 1997 are set forth on pages 22, 23, 26 and 40 of the Annual Report, which
information is incorporated herein by reference.
7
ITEM 3. LEGAL PROCEEDINGS
MASONITE LITIGATION
A lawsuit which was certified as a nationwide class action and was filed
against the Company and Masonite Corporation, a wholly owned subsidiary of the
Company, ("Masonite"), on December 27, 1994, in Mobile County Circuit Court,
Mobile, Alabama has been settled. This lawsuit alleged that hardboard siding,
which is used as exterior cladding for residential dwellings and is manufactured
by Masonite, fails prematurely, allowing moisture intrusion. It alleged further
that the presence of moisture in turn causes the failure of the structure
underneath the siding. The class consists of all owners of homes in the United
States having Masonite hardboard siding incorporated into buildings between 1980
and January 15, 1988. It is impossible to know how many homes have this siding,
but it is estimated that there are between three and four million. As previously
reported, a Phase I trial was conducted in August and September of 1996 to
determine the sole issue of inherent product defect. The jury, in attempting to
apply the various laws of all the states on a nationwide basis, returned a mixed
decision that found in favor of the Company and Masonite in some jurisdictions
and in favor of the plaintiffs in other jurisdictions. As also previously
reported, a Phase II trial was set for July 14, 1997, on the remaining issues in
the case. The Phase II trial was not conducted owing to the settlement.
Final approval of the settlement was granted by the Mobile County Circuit
Court on January 15, 1998. The settlement provides for monetary compensation to
class members meeting the requirements of the settlement agreement on a
claims-made basis for a period of seven years for those having Masonite
hardboard siding manufactured between 1980 and 1989 and for a period of ten
years for those having Masonite hardboard siding manufactured between 1990 and
January 15, 1998, with certain specified deductions based on years of use. The
settlement also provides for the payment of attorneys' fees equaling fifteen
percent of settlement amounts paid to class members, with a non-refundable
advance of $47.5 million plus $2.5 million in costs. While the total cost of the
settlement is not presently known with certainty, it is believed that this
settlement will not have a material adverse effect on the Company's consolidated
financial position or results of operation. The Company and Masonite have the
right, in their sole discretion, to terminate this settlement after seven years
from the date of final approval.
OTHER LITIGATION
As of March 30, 1998, there were no other pending judicial proceedings
brought by governmental authorities against the Company for alleged violations
of applicable environmental laws or regulations. The Company is engaged in
various administrative proceedings that arise under applicable environmental and
safety laws or regulations, including approximately 73 active proceedings under
the Comprehensive Environmental Response, Compensation and Liability Act
("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, the Company believes that it has no or DE
MINIMIS liability with respect to 17 of these sites; that liability is not
likely to be significant at 45 sites; and that estimates of liability at 11 of
these sites is likely to be significant but not material to the Company's
consolidated financial position or results of operations.
The Company's majority-owned subsidiary, Carter Holt Harvey, has an indirect
shareholding of 30.05% in Chile's largest industrial company, COPEC. This
shareholding is held through Carter Holt Harvey's joint venture in Los Andes
with Inversiones Socoroma S.A., a Chilean investment company ("Socoroma"). In
late 1993, Carter Holt Harvey commenced several actions in Chilean courts
challenging certain corporate governance documents of Los Andes, as well as
agreements between Carter Holt Harvey's subsidiary and Socoroma. One such
action, challenging the validity of the by-laws of Los Andes, is
8
still pending. In December 1994, Socoroma commenced an arbitration action
seeking to expel Carter Holt Harvey from Los Andes at a price which is less than
the carrying value. The decision of the arbitrator is expected in the first
quarter of 1998. Although the Company believes that the eventual resolution of
this Carter Holt Harvey litigation should not have a material adverse effect on
the Company, the actual resolution of each of these actions cannot be predicted
because of the uncertainties involved in the litigation and arbitration
proceedings.
The Company is 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, the Company believes
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
its 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, 1997.
SPECIAL ITEM. EXECUTIVE OFFICERS OF THE COMPANY
INTERNATIONAL PAPER COMPANY
EXECUTIVE OFFICERS
AS OF MARCH 30, 1998
INCLUDING NAME, AGE, OFFICES AND POSITIONS HELD(1) AND
BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS
John T. Dillon, 59, chairman and chief executive officer since 1996. Prior
to that he was executive vice president-packaging from 1987 to 1995 when he
assumed the position of president and chief operating officer.
C. Wesley Smith, 58, executive vice president-printing papers since 1992.
Prior thereto he was president-International Paper Europe from 1989.
W. Michael Amick, 57, executive vice president-forest products and
industrial packaging. He was vice president and group executive-specialty
industrial papers from 1988 to 1992, when he became president-International
Paper-Europe. He assumed his current position in February 1996.
James P. Melican, Jr., 57, executive vice president-legal and external
affairs. He assumed his current position in 1991.
David W. Oskin, 55, executive vice president, consumer packaging and
specialty industrial papers since 1995. He held the position of senior vice
president from 1988 to 1992, when he became the chief executive officer and
managing director of Carter Holt Harvey Limited of New Zealand until his current
position.
Milan J. Turk, 59, executive vice president, specialty businesses. He was
vice president and group executive-specialty products from 1990 until 1993, when
he became senior vice president-specialty products. He assumed his current
position in February, 1996.
Robert M. Byrnes, 60, senior vice president, human resources since 1989.
Thomas E. Costello, 58, senior vice president-distribution businesses since
March 1997. Prior to that he was president-ResourceNet International, the
Company's distribution business since 1991.
9
Douglas B. Fox, 50, senior vice president, marketing since 1997. He was
president and chief operating officer of Landmark Communication from 1994 to
1995; and was an executive with The Times Mirror Company from 1987 to 1994,
holding a variety of positions of increasing responsibility, including president
and chief operating officer of Newsday/New York Newsday.
Marianne M. Parrs, 54, senior vice president and chief financial officer
since 1995. She was controller-printing papers from 1985 to 1993 and then held
the position of staff vice president-tax until 1995.
Andrew R. Lessin, 55, vice president and controller since 1995. Prior
thereto he was the controller since 1990.
William B. Lytton, 49, vice president and general counsel. He was vice
president and general counsel for GE Aerospace from 1990 to 1993; vice president
and associate general counsel for Martin Marietta from 1993 to 1995; and vice
president and general counsel for Lockheed Martin Electronics from 1995 to 1996.
He assumed his current position in 1996.
- ------------------------
(1) 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.
10
PART II
ITEM 5. MARKET FOR THE 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 for each of the four quarters in 1997
and 1996 are set forth on page 50 of the Annual Report and are incorporated
herein by reference.
As of March 20, 1998, there were 32,384 holders of record of the Company's
common stock.
ITEM 6. SELECTED FINANCIAL DATA
The comparative columnar table showing selected financial data for the
Company is set forth on pages 48 and 49 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 review and comments on the consolidated financial statements
are set forth on pages 22 through 30 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 29 and 30 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 33 through 47 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
The directors of the Company and their business experience are set forth on
pages 8 through 11 of the Company's Notice of 1998 Annual Meeting and Proxy
Statement, dated March 30, 1998 (the "Proxy Statement") and are incorporated
herein by reference. The discussion of executive officers of the Company is
included in Part I of this report under "Executive Officers of the Company."
ITEM 11. EXECUTIVE COMPENSATION
A description of the compensation of the Company's executive officers is set
forth on pages 14 through 17 and 20 through 27 of the Proxy Statement and is
incorporated herein by reference.
11
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Company knows of no one owning beneficially more than five percent (5%)
of the Company's common stock other than the following:
STATE STREET BANK & TRUST CO., N.A. 25,003,206 8.3%
As of December 31, 1997, State Street Bank & Trust Co., N.A. holds such
shares as the independent trustee in trust funds for employee savings, thrift,
and similar employee benefit plans of the Company and its subsidiaries ("Company
Trust Funds"). In addition, State Street Bank & Trust Co., N.A. is trustee for
various third party trusts and employee benefit plans and is an Investment
Advisor. As a result of its holdings in all capacities, State Street Bank &
Trust Co., N.A. is the record holder of 24,628,312 shares of common stock of the
Company. The trustee disclaims beneficial ownership of all such shares except
3,530,000 shares of which it has sole power to dispose or to direct the
disposition. The common stock held by the Company Trust Funds is allocated to
participants' accounts and such stock or the cash equivalent will be distributed
to participants upon termination of employment or pursuant to withdrawal rights.
The trustee votes the shares of common stock held in the Company Trust Funds in
accordance with the instructions of the participants; shares for which no
instructions are received are voted proportionately to those shares voted by
participants.
MERRILL LYNCH, PIERCE, FENNER
& SMITH, INCORPORATED 20,601,662 6.8%
As of January 31, 1998, Merrill Lynch & Co., Inc. is a parent holding
company and a broker-dealer registered under Section 15 of the Securities
Exchange Act of 1934 (the "Act"). They, or subsidiaries, hold these shares
primarily as sponsor to various registered investment companies, but disclaim
beneficial ownership thereof other than certain of which are held in proprietary
accounts.
THE CAPITAL GROUP COMPANIES, INC. 18,150,000 6.0%
As of December 31, 1997, the Capital Group Companies, Inc. holds such shares
as the parent holding company of a group of investment management companies
(including Capital Research and Management Company). The Capital Group
Companies, Inc. does not have investment power or voting power over any of the
securities reported here; however, The Capital Group Companies, Inc. may be
deemed to "beneficially own" such securities by virtue of Rule 13d-3 under the
Act. Capital Research and Management Company, an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940, is the beneficial
owner of these shares as a result of acting as investment adviser to various
investment companies registered under Section 8 of the Investment Company Act of
1940.
COMMON STOCK HELD BY DIRECTORS AND DIRECTORS AND EXECUTIVE
OFFICERS AS A GROUP 1,555,691 0.51%
The table showing ownership of the Company's common stock held by directors
and by directors and executive officers as a group is set forth on page 6 of the
Proxy Statement, which information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None, other than those described under Item 11. It is noted that in June
1997, the Company sold 825 acres of land near Killington, Vermont to the
Conservation Fund for later disposition to the State of Vermont for conservation
and recreational use. The sale price was $424,875 which was the market value of
the land. Mr. Noonan, a director of the Company, is chairman and chief executive
officer of the Conservation Fund.
12
FORWARD-LOOKING INFORMATION
THIS 1997 ANNUAL REPORT ON FORM 10-K CONTAINS CERTAIN FORWARD-LOOKING
STATEMENTS CONCERNING PROJECTED IMPROVEMENT IN EARNINGS AT INTERNATIONAL PAPER.
ACTUAL RESULTS MAY DIFFER BASED PRIMARILY ON OVERALL DEMAND AND WHETHER PRICE
INCREASES FOR VARIOUS PAPER AND PACKAGING PRODUCTS CAN BE REALIZED IN 1998, AND
WHETHER ANTICIPATED SAVINGS FROM RESTRUCTURING, THE BUSINESS IMPROVEMENT PROGRAM
AND OTHER INITIATIVES ARE ACHIEVED. THIS ANNUAL REPORT ALSO INCLUDES CONCLUSIONS
AS TO VALUE AT RISK ASSOCIATED WITH FINANCIAL INSTRUMENTS. RESULTS MAY DIFFER
BASED ON ACTUAL MOVEMENTS IN INTEREST AND CURRENCY EXCHANGE RATES.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
EXHIBITS:
- ---------------------------------------------
(11) Statement of Computation of Per Share
Earnings
(12) Computation of Ratio of Earnings to Fixed
Charges
(13) 1997 Annual Report to Shareholders of the
Company
(21) List of Significant Subsidiaries
(22) Proxy Statement, dated March 30, 1998
(23) Consent of Independent Public Accountants
(24) Power of Attorney
(27) Financial Data Schedule
(99) Management Incentive Plan dated January 1,
1998.
REPORTS ON FORM 8-K
A Current Report on Form 8-K was filed by the Company on January 13, 1998,
and on January 20, 1998.
FINANCIAL STATEMENT SCHEDULES
The consolidated balance sheets as of December 31, 1997 and 1996 and the
related consolidated statements of earnings, cash flows and common shareholders'
equity for each of the three years ended December 31, 1997 and the related Notes
to Consolidated Financial Statements, together with the report thereon of Arthur
Andersen LLP, dated February 6, 1998, appearing on pages 33 through 47 of the
Annual Report, are incorporated herein by reference. With the exception of the
aforementioned information and the information incorporated by reference in
Items 1, 2 and 5 through 8, the Annual Report is not to be deemed filed as part
of this report. 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
1997, 1996 AND 1995
Report of Independent Public Accountants on Financial Statement Schedule............... 14
Consolidated Schedule:
II--Valuation and Qualifying Accounts................................................ 15
13
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE
To International Paper Company:
We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements included in the Company's 1997 Annual
Report to Shareholders, incorporated by reference in this Form 10-K, and have
issued our report thereon dated February 6, 1998. 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, 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, NY
February 6, 1998
14
SCHEDULE II
INTERNATIONAL PAPER COMPANY AND CONSOLIDATED SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
(IN MILLIONS)
FOR YEAR ENDED DECEMBER 31, 1997
-----------------------------------------------------------------------------
BALANCE
BALANCE AT ADDITIONS ADDITIONS DEDUCTIONS AT END
BEGINNING CHARGED TO CHARGED TO FROM OF
DESCRIPTION OF PERIOD EARNINGS OTHER ACCOUNTS RESERVES PERIOD
- -------------------------------------------------- ------------- --------------- ------------------- ----------- -----------
Reserves Applied Against Specific Assets Shown on
Balance Sheet:
Doubtful accounts-current......................... $ 101 $ 22 $ 0 $ (30)(A) $ 93
--
--
----- --- ----------- -----
----- --- ----------- -----
FOR YEAR ENDED DECEMBER 31, 1996
-----------------------------------------------------------------------------
BALANCE
BALANCE AT ADDITIONS ADDITIONS DEDUCTIONS AT END
BEGINNING CHARGED TO CHARGED TO FROM OF
DESCRIPTION OF PERIOD EARNINGS OTHER ACCOUNTS RESERVES PERIOD
- -------------------------------------------------- ------------- --------------- ------------------- ----------- -----------
Reserves Applied Against Specific Assets Shown on
Balance Sheet:
Doubtful accounts-current......................... $ 101 $ 22 $ 0 $ (22)(A) $ 101
--
--
----- --- ----------- -----
----- --- ----------- -----
FOR YEAR ENDED DECEMBER 31, 1995
-----------------------------------------------------------------------------
BALANCE
BALANCE AT ADDITIONS ADDITIONS DEDUCTIONS AT END
BEGINNING CHARGED TO CHARGED TO FROM OF
DESCRIPTION OF PERIOD EARNINGS OTHER ACCOUNTS RESERVES PERIOD
- -------------------------------------------------- ------------- --------------- ------------------- ----------- -----------
Reserves Applied Against Specific Assets Shown on
Balance Sheet:
Doubtful accounts-current......................... $ 97 $ 25 $ 0 $ (21)(A) $ 101
--
--
----- --- ----------- -----
----- --- ----------- -----
- ------------------------
(A) Includes write-offs, less recoveries, of accounts determined to be
uncollectible and other adjustments.
15
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/ JAMES W. GUEDRY
-----------------------------------------
James W. Guedry
VICE PRESIDENT AND SECRETARY
March 30, 1998
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:
NAME TITLE DATE
- ------------------------------ -------------------------- -------------------
JOHN T. DILLON Chairman of the Board,
- ------------------------------ Chief Executive Officer March 30, 1998
(John T. Dillon) and Director
C. WESLEY SMITH*
- ------------------------------ Executive Vice President March 30, 1998
(C. Wesley Smith) and Director
PETER I. BIJUR*
- ------------------------------ Director March 30, 1998
(Peter I. Bijur)
WILLARD C. BUTCHER*
- ------------------------------ Director March 30, 1998
(Willard C. Butcher)
ROBERT J. EATON*
- ------------------------------ Director March 30, 1998
(Robert J. Eaton)
JOHN A. GEORGES*
- ------------------------------ Director March 30, 1998
(John A. Georges)
THOMAS C. GRAHAM*
- ------------------------------ Director March 30, 1998
(Thomas C. Graham)
JOHN R. KENNEDY*
- ------------------------------ Director March 30, 1998
(John R. Kennedy)
DONALD F. MCHENRY*
- ------------------------------ Director March 30, 1998
(Donald F. McHenry)
16
NAME TITLE DATE
- ------------------------------ -------------------------- -------------------
PATRICK F. NOONAN*
- ------------------------------ Director March 30, 1998
(Patrick F. Noonan)
JANE C. PFEIFFER*
- ------------------------------ Director March 30, 1998
(Jane C. Pfeiffer)
EDMUND T. PRATT, JR.*
- ------------------------------ Director March 30, 1998
(Edmund T. Pratt, Jr.)
CHARLES R. SHOEMATE*
- ------------------------------ Director March 30, 1998
(Charles R. Shoemate)
MARIANNE M. PARRS
- ------------------------------ Senior Vice President and March 30, 1998
(Marianne M. Parrs) Chief Financial Officer
ANDREW R. LESSIN Vice President and
- ------------------------------ Controller and March 30, 1998
(Andrew R. Lessin) Chief Accounting Officer
*By: JAMES W. GUEDRY
-------------------------
(James W. Guedry)
(ATTORNEY-IN-FACT)
17
APPENDIX I
1997 LISTING OF FACILITIES
PRINTING PAPERS
BUSINESS PAPERS, COATED
PAPERS AND PULP
DOMESTIC:
Mobile, Alabama
Selma, Alabama
(Riverdale Mill)
Camden, Arkansas
Pine Bluff, Arkansas
Augusta, Georgia
Bastrop, Louisiana
(Louisiana Mill)
Springhill, Louisiana
(C & D Center)
Jay, Maine
(Androscoggin Mill)
Hazelton, Pennsylvania
(C & D Center)
Sturgis, Michigan
(C & D Center)
Ontario, California
(C & D Center)
Wilmington, North Carolina
(Reclaim Center)
Saybrook, Ohio
(C & D Center)
Millers Falls, Massachusetts
West Springfield, Massachusetts
Westfield, Massachusetts
(C & D Center)
Moss Point, Mississippi
Natchez, Mississippi
Corinth, New York
(Hudson River Mill)
Ticonderoga, New York
Riegelwood, North Carolina
Hamilton, Ohio
Erie, Pennsylvania
Lock Haven, Pennsylvania
Georgetown, South Carolina
Texarkana, Texas
INTERNATIONAL:
Clermont-Ferrand, France
(Corimex Mill)
Docelles, France
(Lana Mill)
Grenoble, France
(Pont De Claix Mill)
Maresquel, France
Saillat, France
Saint Die, France
(Anould Mill)
Strasbourg, France
(La Robertsau Mill)
Bergisch Gladbach, Germany
(Gorhrsmuhle Mill)
Duren, Germany
(Reflex Mill)
Kinleith, New Zealand
Mataura, New Zealand
Kwidzyn, Poland
Inverurie, Scotland
PACKAGING
CONTAINERBOARD
DOMESTIC:
Mansfield, Louisiana
Pineville, Louisiana
Vicksburg, Mississippi
Oswego, New York
Gardiner, Oregon
INTERNATIONAL:
Arles, France
Kinleith, New Zealand
Penrose, New Zealand
CORRUGATED CONTAINER
DOMESTIC:
Mobile, Alabama
Fordyce, Arkansas
Russellville, Arkansas
Carson, California
Modesto, California
Putnam, Connecticut
Auburndale, Florida
Chicago, Illinois
Shreveport, Louisiana
Springhill, Louisiana
Detroit, Michigan
Minneapolis, Minnesota
Geneva, New York
Statesville, North Carolina
Cincinnati, Ohio
Wooster, Ohio
Mount Carmel, Pennsylvania
Georgetown, South Carolina
Nashville, Tennessee
Dallas, Texas
Edinburg, Texas
El Paso, Texas
Delavan, Wisconsin
Fond du Lac, Wisconsin
INTERNATIONAL:
Las Palmas, Canary Islands
Suva, Fiji
Arles, France
Chalon-sur-Saone, France
Chantilly, France
Creil, France
LePuy, France
Mortagne, France
Guadeloupe, French West
Indies
Bellusco, Italy
Catania, Italy
Pedemonte, Italy
Pomezia, Italy
San Felice, Italy
Auckland, New Zealand
Christchurch, New Zealand
Hamilton, New Zealand
Hastings, New Zealand
Levin, New Zealand
Barcelona, Spain
Bilbao, Spain
Valladolid, Spain
Thrapston, United Kingdom
Winsford, United Kingdom
Fiber Converting Plant
Auckland, New Zealand
BLEACHED BOARD
DOMESTIC:
Pine Bluff, Arkansas
Sprague, Connecticut
Augusta, Georgia
Moss Point, Mississippi
Georgetown, South Carolina
Riegelwood, North Carolina
Texarkana, Texas
INTERNATIONAL:
Whaketane, New Zealand
LIQUID PACKAGING
DOMESTIC:
Turlock, California
Plant City, Florida
Atlanta, Georgia
Cedar Rapids, Iowa
Kansas City, Kansas
Framingham, Massachusetts
Kalamazoo, Michigan
Raleigh, North Carolina
Philadelphia, Pennsylvania
A-1
INTERNATIONAL:
Itu, Brazil
Edmonton, Alberta, Canada
London, Ontario, Canada
Longueuil, Quebec, Canada
Shanghai, China
San Salvador, El Salvador
Santiago, Dominican Republic
St. Priest, France
Kingston, Jamaica
Hyogo, Japan
Seoul, Korea
Taipei, Taiwan
Caracas, Venezuela
IMPERIAL BONDWARE
Visalia, California
Shelbyville, Illinois
Kenton, Ohio
Menomonee Falls, Wisconsin
FOLDING CARTON AND RETAIL BAG
DOMESTIC:
Mobile, Alabama
La Grange, Georgia
Thomaston, Georgia
Clinton, Iowa
Hopkinsville, Kentucky
Hendersonville, North Carolina
Wilmington, North Carolina
Cincinnati, Ohio
Jackson, Tennessee
Richmond, Virginia
INTERNATIONAL:
Auckland, New Zealand
Christchurch, New Zealand
Palmerston North,
New Zealand
LABEL
Bowling Green, Kentucky
KRAFT PAPER
Mobile, Alabama
Camden, Arkansas
MULTIWALL BAGS
INTERNATIONAL:
Auckland, New Zealand
PLASTIC PACKAGING
DOMESTIC:
Janesville, Wisconsin
INTERNATIONAL:
Santiago, Chile
Albany, New Zealand
Auckland, New Zealand
Hamilton, New Zealand
Hastings, New Zealand
Wellington, New Zealand
Sydney, New South Wales,
Australia
DISTRIBUTION
WHOLESALE AND RETAIL
DISTRIBUTION
(325 distribution branches)
XPEDX
DOMESTIC:
Stores Group
Chicago, Illinois
180 locations nationwide
Southeast Region
Greensboro, North Carolina
22 branches in the Middle
Atlantic States and Southeast
West Region
Denver, Colorado
23 branches in the West
and Midwest
Specialty Business Group
Erlanger, Kentucky
10 branches nationwide
Northeast Region
Erlanger, Kentucky
24 branches
in New England,
Middle Atlantic States
and Midwest,
Midwest Region
Olathe, Kansas
31 branches in the
West, Midwest and South
INTERNATIONAL:
Chihuahua, Mexico
3 locations
OTHER INTERNATIONAL:
Aussedat Rey France
Distribution S.A., Pantin,
France
Recom Papers
Nijmegen, Netherlands
Scaldia Papier BV,
Nijmegen, Netherlands
Aalbers Paper Products
Veenendaal, Netherlands
Paper Merchant,
Warehousing and
Distribution Centers,
Australia, 7 locations
New Zealand, 13 locations
Poland, 8 locations
FOREST PRODUCTS
FORESTLANDS
DOMESTIC:
Approximately 6.3
million acres in the
South and Northeast
INTERNATIONAL:
Approximately 845,000
acres in New Zealand
WOOD PRODUCTS
DOMESTIC:
Maplesville, Alabama
Tuscaloosa, Alabama
Gurdon, Arkansas
Leola, Arkansas
Whelen Springs, Arkansas
Augusta, Georgia
Washington, Georgia
Springhill, Louisiana
Morton, Mississippi
Wiggins, Mississippi
Joplin, Missouri
Madison, New Hampshire
Riegelwood, North Carolina
Pilot Rock, Oregon
Johnston, South Carolina
Newberry, South Carolina
Sampit, South Carolina
Henderson, Texas
Jefferson, Texas
Nacogdoches, Texas
New Boston, Texas
Danville, Virginia
Building Products
Ukiah, California
Lisbon Falls, Maine
Laurel, Mississippi
Towanda, Pennsylvania
Fiberboard
Spring Hope, North Carolina
Marion, South Carolina
Particleboard
Stuart, Virginia
Waverly, Virginia
A-2
Slaughter
Dallas, Texas
2 branches in the
Southwest and
Northwest
INTERNATIONAL:
Masonite Africa Limited
Estcourt Plant
Mt. Gambier, South Australia
Nangwarry, South Australia
Myrtleford, New South
Wales, Australia
Mt. Druit, New South Wales,
Australia
Benella, Victoria, Australia
Box Hill, Victoria, Australia
Auckland, New Zealand
Christchurch, New Zealand
Kopu, New Zealand
Nelson, New Zealand
Putaruru, New Zealand
Rangiora, New Zealand
Rotorua, New Zealand
Taupo, New Zealand
Thames, New Zealand
Topuni, New Zealand
Tokoroa, New Zealand
Building Supply
Retail Outlets, 36 branches in
New Zealand
REALTY PROJECTS
Haig Point Plantation
Daufuskie Island, South
Carolina
SPECIALTY PRODUCTS
TISSUE
Mills:
Box Hill, Victoria, Australia
Kawerau, New Zealand
Klucze, Poland
Plants:
Box Hill, Victoria, Australia
Clayton, Victoria, Australia
Keon Park, Victoria, Australia
Suva, Fiji
Auckland, New Zealand (two plants)
Myrtleford, New South Wales, Australia
Te Rapa, New Zealand
NONWOVENS
DOMESTIC:
Athens, Georgia
Griswoldville, Massachusetts
Walpole, Massachusetts
Lewisburg, Pennsylvania
Bethune, South Carolina
Green Bay, Wisconsin
INTERNATIONAL:
Toronto, Ontario, Canada
San Jose Ituebide, Mexico
IMAGING PRODUCTS
DOMESTIC:
Holyoke, Massachusetts
Binghamton, New York
INTERNATIONAL:
Munich, Germany
Morley, Great Britain
CHEMICALS
DOMESTIC:
Panama City, Florida
Pensacola, Florida
Port St. Joe, Florida
Oakdale, Louisiana
Springhill, Louisiana
Picayune, Mississippi
INTERNATIONAL:
Oulu, Finland
Valkeakoski, Finland
Niort, France
Sandarne, Sweden
Greaker, Norway
PETROLEUM
Alvin, Texas
Midland, Texas
Orange, Texas
SPECIALTY PANELS
DOMESTIC:
Chino, California
Ukiah, California
Cordele, Georgia
Glasgow, Kentucky
Odenton, Maryland
Laurel, Mississippi
Statesville, North Carolina
Tarboro, North Carolina
Klamath Falls, Oregon
Towanda, Pennyslvania
Hampton, South Carolina
Waverly, Virginia
Oshkosh, Wisconsin
INTERNATIONAL:
Pori, Finland
Bergerac, France
(Couze Mill)
Ussel, France
Barcelona, Spain
(Durion Mill)
Carrick-on-Shannon, Ireland
BUILDING PRODUCTS
FLOORING
Sydney, New South Wales,
Australia
INSULATION
Minto, New South Wales,
Australia
Auckland, New Zealand
Christchurch, New Zealand
Rooty Hill, New South Wales,
Australia
ROOFING
Corona, California
Auckland, New Zealand
SINKWARE
Adelaide, South Australia
SPECIALTY PAPERS
Thilmany
Knoxville, Tennessee
Kaukauna, Wisconsin
Nicolet
De Pere, Wisconsin
Jay, Maine
(Androscoggin Mill)
Akrosil
DOMESTIC:
Menasha, Wisconsin
Lancaster, Ohio
INTERNATIONAL:
Toronto, Canada
Limburg, Netherlands
A-3
[INTERNATIONAL PAPER LOGO]
TWO MANHATTANVILLE ROAD
PURCHASE, NEW YORK 10577
Printed on Hammermill Papers, Accent Opaque 50 lbs.
Hammermill Papers is a division of International Paper.