- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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, 1999 COMMISSION FILE NO. 1-3157 ------------------------ INTERNATIONAL PAPER COMPANY (Exact name of Company as specified in its charter) <TABLE> <S> <C> NEW YORK 13-0872805 (State or other jurisdiction (I.R.S. Employee of Identification No.) incorporation or organization) </TABLE> 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: <TABLE> <S> <C> NAME OF EACH EXCHANGE ON TITLE OF EACH CLASS WHICH REGISTERED - ------------------------------------ ----------------------- Common Stock, $1 per share par value............................... New York Stock Exchange 7 7/8% Debentures due 2038 New York Stock Exchange </TABLE> 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. /X/ THE AGGREGATE MARKET VALUE OF THE COMMON STOCK OF THE COMPANY OUTSTANDING AS OF MARCH 17, 2000, HELD BY NON-AFFILIATES OF THE COMPANY WAS $15,719,434,577, CALCULATED ON THE BASIS OF THE CLOSING PRICE ON THE COMPOSITE TAPE ON MARCH 17, 2000. 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 17, 2000 <TABLE> <S> <C> OUTSTANDING IN TREASURY 413,825,796 1,583,006 </TABLE> The following documents are incorporated by reference into the parts of this report indicated below: 1999 ANNUAL REPORT TO SHAREHOLDERS PARTS I, II, AND IV (INSIDE FRONT COVER AND PAGES 6 THROUGH 61) PROXY STATEMENT DATED MARCH 24, 2000 PART III - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
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 paper and forest products company that is complemented by an extensive distribution system. The Company produces printing and writing papers, pulp, tissue, paperboard and packaging and wood products. We also manufacture specialty chemicals and specialty panels and laminated products. Our primary markets and manufacturing and distribution operations are in the United States, Europe and the Pacific Rim. 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, 1999, the Company operated 30 pulp, paper and packaging mills, 104 converting and packaging plants, 38 wood products facilities, 8 specialty panels and laminated products plants and 12 specialty chemicals plants. Production facilities at December 31, 1999 in Europe, Asia, Latin America and Canada included 12 pulp, paper and packaging mills, 35 converting and packaging plants, 4 wood products facilities, 3 specialty panels and laminated products plants and 23 specialty chemicals plants. We distribute printing, packaging, graphic arts and industrial supply products, primarily manufactured by other companies, through over 305 distribution branches located primarily in the United States, and also engage in oil and gas and real estate activities in the United States. At December 31, 1999, we controlled approximately 7.1 million acres of forestlands in the United States. Through Carter Holt Harvey, a New Zealand company which is 50.3% owned by International Paper, the Company operates 6 mills producing pulp, paper, packaging and tissue products, 27 converting and packaging plants and 54 wood products manufacturing and distribution facilities, primarily in New Zealand and Australia. Carter Holt Harvey distributes paper and packaging products through 17 distribution branches located in New Zealand and Australia. In New Zealand, Carter Holt Harvey controls approximately 785,000 acres of forestlands. For financial reporting purposes, our businesses are separated into six segments: Printing and Communications Papers; Industrial and Consumer Packaging; Distribution; Chemicals and Petroleum; Forest Products; and Carter Holt Harvey. A description of these business segments can be found on pages 6 through 8 of International Paper: From Innovation to Results, Our 1999 Annual Report (Annual Report), which information is incorporated herein by reference. From 1994 through 1999, International Paper's capital expenditures approximated $8.9 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 1999 was approximately $1.1 billion and is budgeted to be between $1.2 and $1.3 billion in 2000. This amount is below our annual depreciation and amortization expense of $1.5 billion. You can find more information about capital expenditures on pages 13 through 14 of our Annual Report, which information is incorporated herein by reference. Discussions of mergers and acquisitions can be found on pages 6, 13 through 14, and 39 through 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 22 and 40 through 47 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. 1
FINANCIAL INFORMATION CONCERNING INDUSTRY SEGMENTS The financial information concerning segments is set forth on pages 30 through 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 12 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 6 through 8 of the Annual Report, which information is incorporated herein by reference. 2
Production of major products for 1999, 1998 and 1997 was as follows: PRODUCTION BY PRODUCT (UNAUDITED) <TABLE> <CAPTION> 1999 1998(D) 1997(D) -------- -------- -------- <S> <C> <C> <C> Printing Papers (In thousands of tons) White Papers and Bristols................................. 5,393 5,188 5,508 Coated Papers............................................. 1,308 1,241 1,304 Market Pulp (A)........................................... 2,082 2,020 2,268 Newsprint................................................. 100 95 86 Packaging (In thousands of tons) Containerboard............................................ 4,837 4,670 4,874 Bleached Packaging Board.................................. 2,122 2,148 2,191 Industrial Papers......................................... 898 894 981 Industrial and Consumer Packaging (B)..................... 5,112 4,919 4,796 Specialty Products (In thousands of tons) Tissue.................................................... 158 148 147 Forest Products (In millions) Panels (sq. ft. 3/8"-basis) (C)........................... 2,106 1,818 1,650 Lumber (board feet)....................................... 2,927 2,726 2,671 MDF (sq. ft. 3/4"-basis).................................. 209 297 325 Particleboard (sq. ft. 3/4"-basis)........................ 196 195 188 </TABLE> - ------------------------ (A) This excludes market pulp purchases. (B) 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. (C) Panels include plywood and oriented strand board. (D) Certain reclassifications and adjustments have been made to prior-year amounts. RESEARCH AND DEVELOPMENT The Company operates research and development centers at Sterling Forest, New York; Cincinnati, Ohio; Panama City, Florida; Erie, Pennsylvania; 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 improvement of 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 was $88 million in 1999, $144 million in 1998 and $157 million in 1997. 3
ENVIRONMENTAL PROTECTION The Company is subject to extensive federal and state environmental regulation, and 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 $90 million was spent in 1999 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 $257 million in 2000 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 2001 through 2002 is approximately $157 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 between now and 2006. One of the requirements of the Cluster Rule is that pulp and paper mills use only elemental chlorine-free technology (ECF) in the pulp bleaching process. We have spent $247 million through 1999 to convert 15 of our U.S. and European bleached mills to this technology and for certain other projects related to the Cluster Rule regulations. The projected costs included in the Company's estimate related to the Cluster Rule regulations for the years 2000 through 2001 are $229 million. Projected Cluster Rule costs for 2002 through 2006 are in the range of $150 million to $195 million. 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 2000 or 2001. We estimate that annual operating costs, excluding depreciation, will increase approximately $20 million when these regulations are fully implemented. 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. Related costs are recorded in the financial statements when they are probable and reasonably estimable. 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 page 24 of the Annual Report, which information is incorporated herein by reference. You can also find additional information about environmental matters in the Company's 1998-1999 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, 1999, the Company had approximately 99,000 employees, of whom 70,000 were located in the United States and the remainder overseas. Of the domestic employees, approximately 45,000 are hourly employees, approximately 20,000 of whom are represented by the Paper, Allied-Industrial, Chemical and Energy International Union. During 1999, a new labor agreement was reached at the Pine Bluff mill. Erie mill negotiations were still in progress at year end. During 2000, labor agreements are scheduled to be negotiated at the Camden, Natchez, Reigelwood, Terre Haute and Hamilton mills. 4
During 1999, twenty-five labor agreements were settled in non-papermill operations. Settlements included nine in paper converting, four in building materials, two in forest resources and ten in distribution. At year end, ten open contracts existed where negotiations were in progress. These include two paper converting, one chemical and seven distribution. During 2000, nineteen non-papermill operations will negotiate new labor agreements. RAW MATERIALS For information as to 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 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," "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. Any or all of the forward-looking statements that we make in this report, in the Annual Report and any other public statements may turn out to be wrong. They can be influenced by inaccurate assumptions we might make or by known or unknown risks and uncertainties. No forward-looking statements can be guaranteed and actual results may vary materially. Factors which could cause actual results to differ include, among other things, changes in overall demand, 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 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 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. At December 31, 1999, the Company controlled approximately 7.1 million acres of forestlands in the United States. An additional 785,000 acres of forestlands in New Zealand were held through Carter Holt Harvey, a consolidated subsidiary of International Paper. During 1999, the U.S. forestlands supplied 14.9 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: 14% in its Northern mills and 39% 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, 6 million tons of wood were sold to other users in 1999. In November 1994, we adopted the Sustainable Forestry Principles developed by the American Forest and Paper Association in August 1994. 5
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 2000, dispositions, and restructuring activities as of December 31, 1999 on pages 6 and 13 through 22 of the Annual Report, which information is incorporated herein by reference. ITEM 3. LEGAL PROCEEDINGS MASONITE LITIGATION Three nationwide class action lawsuits filed against the Company have been settled. 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 final approval of 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 nonrefundable 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 consists 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 consists of all U.S. property owners on which Masonite Woodruf roofing had been incorporated and installed 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 nonrefundable advance of $1.7 million plus $75,000 in costs for each of the two cases. The Company's reserves for these matters total $76 million at December 31, 1999. This amount includes $25 million which the Company added to its reserve for hardboard siding claims in the fourth quarter of 1999, to cover an expected shortfall in that reserve resulting primarily from a higher than anticipated number of hardboard siding claims in the fourth quarter of 1999. 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, the Company believes that these settlements will not have a material adverse effect on its consolidated financial position or results of operations. The reserve balance is net of $51 million of expected insurance 6
recoveries (apart from the insurance recoveries to date). Through December 31, 1999, settlement payments of $183 million, including the $51 million of nonrefundable advances of attorneys' fees discussed above, have been made. Also, we have received $27 million from our insurance carriers through December 31, 1999. The Company and Masonite have the right to terminate each of the settlements after seven years from the dates of final approval. LINERBOARD LITIGATION On May 14, 1999 and May 18, 1999, two lawsuits were filed against the Company, the former Union Camp Corporation 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. Motions to dismiss the cases are pending before the Court. COPEC The Company's majority-owned subsidiary, Carter Holt Harvey, had an indirect shareholding of 30.05% in Chile's largest industrial company, COPEC, through Carter Holt Harvey's subsidiary, Carter Holt Harvey International. This shareholding was held through Carter Holt Harvey International's 50% interest in Inversiones y Desarrollo Los Andes S.A. (Los Andes), which held 60.1% of the shares of COPEC. The other 50% of Los Andes was owned by Inversiones Socoroma S.A. (Socoroma), a Chilean investment company. In late 1993, Carter Holt Harvey International commenced several actions in Chilean courts challenging certain corporate governance documents of Los Andes, as well as agreements between Carter Holt Harvey and Socoroma. All of those actions have now been terminated. In December 1994, Socoroma commenced an arbitration action seeking to expel Carter Holt Harvey International from Los Andes. In April 1998, the arbitrator dismissed Socoroma's request, but granted it the right to claim monetary damages for what he found was Carter Holt Harvey International's breach of certain of its obligations as a participant in the Los Andes joint venture. All of the foregoing litigation has been settled. As a part of the settlement, AntarChile, S.A., purchased Carter Holt Harvey's interest in COPEC for just over $1.2 billion on January 3, 2000. OTHER LITIGATION 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 Corporation at that time and was one of seven paper mills in Region 3 owned by different companies which 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. The EPA's initiative may result in similar actions at other facilities. On August 5, 1999, International Paper and the New York Department of Environmental Conservation entered into a consent order which resolved several alleged air permit violations at our paper mill in Ticonderoga, New York, for a civil penalty of $100,000. 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 7
related to a power boiler at the paper mill in Franklin, Virginia. On August 11, 1999, the DEQ proposed a consent order with a civil penalty exceeding $100,000. Terms of the consent order, including the penalty, are being negotiated with the DEQ. 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 complaint seeks penalties that could exceed $100,000. International Paper is engaged in settlement discussions with the state. As of March 27, 2000, 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 other proceedings that arise under applicable environmental and safety laws or regulations, including approximately 108 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 21 of these sites; that liability is not likely to be significant at 67 sites; and that estimates of liability at 20 of these sites is likely to be significant but not material to the Company's consolidated financial position or results of operations. 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, 1999. SPECIAL ITEM. EXECUTIVE OFFICERS OF THE COMPANY INTERNATIONAL PAPER COMPANY EXECUTIVE OFFICERS AS OF MARCH 27, 2000 INCLUDING NAME, AGE, OFFICES AND POSITIONS HELD AND BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS(1) John T. Dillon, 61, 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, 60, executive vice president-operations group since 1998. From 1992 to 1998 he was executive vice president-printing papers. John V. Faraci, 50, senior vice president-finance and chief financial officer since 1999. From 1995 until 1999 he was CEO and managing director of Carter Holt Harvey Limited of New Zealand. - ------------------------ (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. 8
James P. Melican Jr., 59, executive vice president-legal and external affairs. He assumed this position in 1991. David W. Oskin, 57, executive vice president since 1995. He was CEO and managing director of Carter Holt Harvey Limited of New Zealand from 1992 to 1995. Marianne M. Parrs, 56, executive vice president-administration since March 9, 1999. She was executive vice-president and chief financial officer from 1995 to 1999. Andrew R. Lessin, 57, vice president and controller since 1995. Prior to that he was controller from 1990. William B. Lytton, 51, senior vice president and general counsel since January 1999. From 1996 to 1999 he was vice president and general counsel. He was vice president and general counsel for Lockheed Martin Electronics from 1995 to 1996. 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 1999 and 1998 are set forth on page 61 of the Annual Report and are incorporated herein by reference. As of March 17, 2000, there were 32,505 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 59 and 60 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 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 58 of the Annual Report and are incorporated herein by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None 9
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 11 through 14 of the Company's Proxy Statement, dated March 24, 2000 (Proxy Statement), which information is incorporated herein by reference. The discussion of executive officers of the Company is included in Part I 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 21 through 24 and 26 through 30 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 6 through 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 page 7 of the Proxy Statement, which information 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: <TABLE> <CAPTION> PAGE -------- <S> <C> Consolidated statement of earnings for fiscal years ended December 31, 1999, 1998 and 1997.......................... 33 Consolidated balance sheet at December 31, 1999 and 1998.... 34 Consolidated statement of cash flows for fiscal years ended December 31, 1999, 1998 and 1997.......................... 35 Consolidated statement of common shareholders' equity....... 36 Notes to consolidated financial statements.................. 37-58 Report of independent public accountants.................... 32 </TABLE> 10
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 1999, 1998 AND 1997 <TABLE> <S> <C> Report of Independent Public Accountants on Financial Statement Schedule........................................ 13 Consolidated Schedule: II--Valuation and Qualifying Accounts..................... 14 </TABLE> <TABLE> <CAPTION> 3. EXHIBITS <S> <C> (2) Agreement and Plan of Merger, dated November 24, 1998, between the Company and Union Camp Corporation (incorporated herein by reference to Exhibit 2.1 to the Company's Report on Form 8-K, dated November 25, 1998). (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 March 9, 1999 (incorporated by reference to Exhibit (3)(ii) to the Company's Report on Form 8-K, dated March 9, 1999). (4) 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). (10.1) Long Term Incentive Compensation Plan (incorporated by reference to Exhibit 99 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999). (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) Transitional Performance Unit Plan (incorporated by reference to Exhibit 99 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 1999). (10.4) Chief Executive Officer Performance Incentive Plan (incorporated by reference to Exhibit 99 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 1999). (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). </TABLE> 11
<TABLE> <CAPTION> 3. EXHIBITS <S> <C> (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. (10.9) Form of individual executive continuity award under Company Long Term Incentive Compensation Plan (10.10a) Form of Termination Agreement--Tier I (10.10b) Form of Termination Agreement--Tier II (10.10c) Form of Termination Agreement--Tier III (11) Statement of Computation of Per Share Earnings (12) Computation of Ratio of Earnings to Fixed Charges (13) 1999 Annual Report to Shareholders of the Company (21) List of Subsidiaries of Registrant (22) Proxy Statement dated March 24, 2000 (incorporated by reference to the Company's Proxy Statement dated March 24, 2000, filed on March 27, 2000 pursuant to Rule 14a-6) (23.1) Consent of Independent Public Accountants (Arthur Andersen LLP) (23.2) Consent of Independent Public Accountants (PricewaterhouseCoopers LLP) (24) Power of Attorney (27) Financial Data Schedule (99.1) Report of Independent Accountants (PricewaterhouseCoopers LLP) (99.2) From Innovation to Results: A Conversation About the Future </TABLE> (B) REPORTS ON FORM 8-K There was one report filed on October 12, 1999 on Form 8-K, under Item 5 during the fourth quarter of 1999 which reported earnings for the quarter ended September 30, 1999, disclosed a special item for pre-tax charges of $50 million, and an extraordinary expense of $3 million. 12
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 1999 Annual Report to Shareholders incorporated by reference in this Form 10-K, and have issued our report thereon dated February 8, 2000. 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 8, 2000 13
SCHEDULE II INTERNATIONAL PAPER COMPANY AND CONSOLIDATED SUBSIDIARIES SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS (In millions) <TABLE> <CAPTION> FOR THE YEAR ENDED DECEMBER 31, 1999 -------------------------------------------------------------- ADDITIONS BALANCE AT ADDITIONS CHARGED TO DEDUCTIONS BALANCE AT BEGINNING CHARGED TO OTHER FROM END DESCRIPTION OF PERIOD EARNINGS ACCOUNTS RESERVES OF PERIOD - ----------- ---------- ---------- ---------- ---------- ---------- <S> <C> <C> <C> <C> <C> Reserves Applied Against Specific Assets Shown on Balance Sheet: Doubtful accounts--current........... $115 $ 34 $ (43)(a) $106 Restructuring reserves............... 71 149 (105)(b) 115 </TABLE> <TABLE> <CAPTION> FOR THE YEAR ENDED DECEMBER 31, 1998 -------------------------------------------------------------- ADDITIONS BALANCE AT ADDITIONS CHARGED TO DEDUCTIONS BALANCE AT BEGINNING CHARGED TO OTHER FROM END DESCRIPTION OF PERIOD EARNINGS ACCOUNTS RESERVES OF PERIOD - ----------- ---------- ---------- ---------- ---------- ---------- <S> <C> <C> <C> <C> <C> Reserves Applied Against Specific Assets Shown on Balance Sheet: Doubtful accounts--current........... $108 $39 $ (32)(a) $115 Restructuring reserves............... 91 81 (101)(c) 71 </TABLE> <TABLE> <CAPTION> FOR THE YEAR ENDED DECEMBER 31, 1997 -------------------------------------------------------------- ADDITIONS BALANCE AT ADDITIONS CHARGED TO DEDUCTIONS BALANCE AT BEGINNING CHARGED TO OTHER FROM END DESCRIPTION OF PERIOD EARNINGS ACCOUNTS RESERVES OF PERIOD - ----------- ---------- ---------- ---------- ---------- ---------- <S> <C> <C> <C> <C> <C> Reserves Applied Against Specific Assets Shown on Balance Sheet: Doubtful accounts--current........... $116 $25 $(33)(a) $108 Restructuring reserves............... 76 95 (80) 91 </TABLE> - ------------------------ (a) Includes write-offs, less recoveries, of accounts determined to be uncollectible and other adjustments. (b) Includes a $36 million deduction for the reversal of previously established reserves that were no longer required. The reversal was recognized in 1999 net earnings and is a separate line item in the consolidated statement of earnings. (c) Includes an $83 million deduction for the reversal of previously established reserves that were no longer required. The reversal was recognized in 1998 net earnings and is a separate line item in the consolidated statement of earnings. 14
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. <TABLE> <S> <C> <C> INTERNATIONAL PAPER COMPANY By: /s/ JAMES W. GUEDRY ----------------------------------------- James W. Guedry VICE PRESIDENT AND SECRETARY </TABLE> March 27, 2000 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: <TABLE> <CAPTION> NAME TITLE DATE ---- ----- ---- <C> <S> <C> /s/ JOHN T. DILLON Chairman of the Board, ------------------------------------------- Chief Executive Officer March 27, 2000 (John T. Dillon) and Director /s/ C. WESLEY SMITH* ------------------------------------------- Executive Vice President March 27, 2000 (C. Wesley Smith) and Director /s/ PETER I. BIJUR* ------------------------------------------- Director March 27, 2000 (Peter I. Bijur) /s/ ROBERT J. EATON* ------------------------------------------- Director March 27, 2000 (Robert J. Eaton) /s/ SAMIR G. GIBARA* ------------------------------------------- Director March 27, 2000 (Samir G. Gibara) /s/ JAMES R. HENDERSON* ------------------------------------------- Director March 27, 2000 (James R. Henderson) /s/ JOHN R. KENNEDY* ------------------------------------------- Director March 27, 2000 (John R. Kennedy) </TABLE> 15
<TABLE> <CAPTION> NAME TITLE DATE ---- ----- ---- <C> <S> <C> /s/ ROBERT D. KENNEDY* ------------------------------------------- Director March 27, 2000 (Robert D. Kennedy) /s/ W. CRAIG MCCLELLAND* ------------------------------------------- Director March 27, 2000 (W. Craig McClelland) /s/ DONALD F. MCHENRY* ------------------------------------------- Director March 27, 2000 (Donald F. McHenry) /s/ PATRICK F. NOONAN* ------------------------------------------- Director March 27, 2000 (Patrick F. Noonan) /s/ JANE C. PFEIFFER* ------------------------------------------- Director March 27, 2000 (Jane C. Pfeiffer) /s/ JEREMIAH J. SHEEHAN* ------------------------------------------- Director March 27, 2000 Jeremiah J. Sheehan /s/ CHARLES R. SHOEMATE* ------------------------------------------- Director March 27, 2000 (Charles R. Shoemate) /s/ JOHN V. FARACI ------------------------------------------- Senior Vice President and March 27, 2000 (John V. Faraci) Chief Financial Officer /s/ ANDREW R. LESSIN Vice President and ------------------------------------------- Controller and Chief March 27, 2000 (Andrew R. Lessin) Accounting Officer </TABLE> <TABLE> <S> <C> <C> <C> *By: /s/ JAMES W. GUEDRY -------------------------------------- (James W. Guedry) (ATTORNEY-IN-FACT) </TABLE> 16
APPENDIX I 1999 LISTING OF FACILITIES PRINTING AND COMMUNICATIONS PAPERS BUSINESS PAPERS, COATED PAPERS, FINE PAPERS AND PULP DOMESTIC: Mobile, Alabama Selma, Alabama (Riverdale Mill) Camden, Arkansas Pine Bluff, Arkansas Mira Loma, California (C & D Center) Augusta, Georgia Bastrop, Louisiana (Louisiana Mill) Springhill, Louisiana (C & D Center) Jay, Maine (Androscoggin Mill) Millers Falls, Massachusetts West Springfield, Massachusetts Westfield, Massachusetts (C & D center) Sturgis, Michigan (C & D Center) 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 Hazelton, Pennsylvania (C & D Center) Lock Haven, Pennsylvania Eastover, South Carolina Georgetown, South Carolina Sumter, South Carolina (C & D Center) Texarkana, Texas Franklin, Virginia INTERNATIONAL: 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) Klucze, Poland Kwidzyn, Poland Svetogorsk, Russia Inverurie, Scotland CONSUMER AND INDUSTRIAL PACKAGING INDUSTRIAL PAPERS DOMESTIC: Lancaster, Ohio Knoxville, Tennessee De Pere, Wisconsin Kaukauna, Wisconsin Menasha, Wisconsin INTERNATIONAL: Limburg, Netherlands INDUSTRIAL PACKAGING CONTAINERBOARD DOMESTIC: Prattville, Alabama Camden, Arkansas Savannah, Georgia Terre Haute, Indiana Mansfield, Louisiana Pineville, Louisiana Vicksburg, Mississippi Oswego, New York Gardiner, Oregon Georgetown, South Carolina INTERNATIONAL: Arles, France CORRUGATED CONTAINER DOMESTIC: Decatur, Alabama Mobile, Alabama Montgomery, Alabama Conway, Arkansas Fordyce, Arkansas Jonesboro, Arkansas Russellville, Arkansas Carson, California Hanford, California Modesto, California Stockton, California Vernon, California Putnam, Connecticut Auburndale, Flordia Forest Park, Georgia Savannah, Georgia Statesboro, Georgia Chicago, Illinois Des Plaines, Illinois North Lake, Illinois Fort Wayne, Indiana Terre Haute, Indiana Lexington, Kentucky LaFayette, Louisiana Shreveport, Louisiana Springhill, Louisiana Auburn, Maine Detroit, Michigan Kalamazoo, Michigan Minneapolis, Minnesota Houston, Mississippi Jackson, Mississippi Tupelo, Mississippi Kansas City, Missouri West Deptford, New Jersey Geneva, New York Charlotte, North Carolina King's Mountain, North Carolina Statesville, North Carolina Cincinnati, Ohio Cleveland,Ohio Wooster, Ohio A-1
Eighty Four, Pennsylvania Mount Carmel, Pennsylvania Lancaster, Pennsylvania Georgetown, South Carolina Spartanburg, South Carolina Columbia, Tennessee Nashville, Tennessee Morristown, 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 Mobile, Alabama Camden, Arkansas Savannah, Georgia Moss Point, Mississippi CONSUMER PACKAGING BLEACHED BOARD Pine Bluff, Arkansas Augusta, Georgia Moss Point, Mississippi Georgetown, South Carolina Riegelwood, North Carolina Texarkana, Texas BEVERAGE PACKAGING Turlock, California Plant City, Florida Cedar Rapids, Iowa Kansas City, Kansas Framingham, Massachusetts Kalamazoo, Michigan Raleigh, North Carolina Philadelphia, Pennsylvania Prosperity, South Carolina INTERNATIONAL: Edmonton, Alberta, Canada London, Ontario, Canada Longueuil, Quebec, Canada St. Priest, France Perugia, Italy St. Catherine, Jamaica Taipei, Taiwan RETAIL PACKAGING Mobile, Alabama La Grange, Georgia Thomaston, Georgia Clinton, Iowa Clifton, New Jersey Englewood, New Jersey Moonachie, New Jersey Hendersonville, North Carolina Wilmington, North Carolina Cincinnati, Ohio Richmond, Virginia FOODSERVICE Visalia, Calfornia Shelbyville, Illinois Hopkinsville, Kentucky Kenton, Ohio Jackson, Tennessee FLEXIBLE PACKAGING DOMESTIC: Monticello, Arkansas Hanford, California Griffin, Georgia Tifton, Georgia Seymour, Indiana Sibley, Iowa St. Louis, Missouri Hazleton, Pennsylvania Spartanburg, South Carolina Tomah, Wisconsin INTERNATIONAL: Bolsaflex Buenos Aires, Argentina DISTRIBUTION WHOLESALE AND RETAIL DISTRIBUTION (305 distribution branches) XPEDX DOMESTIC: Stores Group Chicago, Illinois 174 locations nationwide Southeast Region Greensboro, North Carolina 27 branches in the Middle Atlantic States and Southeast West Region Denver, Colorado 22 branches in the West and Midwest Specialty Business Group Erlanger, Kentucky 3 branches nationwide Central Region Erlanger, Kentucky 12 branches in Midwest Northeast Region East Grandy, Connecticut 21 branches in New England and Middle Atlantic States Midwest Region Olathe, Kansas 25 branches in the West, Midwest and South A-2
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 9 locations CHEMICALS AND PETROLEUM CHEMICALS DOMESTIC: Panama City, Flordia Pensacola, Flordia Port St. Joe, Flordia Oakdale, Louisiana Savannah, Georgia Valdosta, Georgia Picayune, Mississippi Dover, Ohio INTERNATIONAL: Oulu, Finland Valkeakoski, Finland Niort, France Sandarne, Sweden Greaker, Norway Chester-Le-Street, United Kingdom Bedlington, United Kingdom BUSH BOAKE ALLEN INC. DOMESTIC: Jacksonville, Florida Chicago, Illinois Norwood, New Jersey Carrollton, Texas INTERNATIONAL: Buenos Aires, Argentina Melbourne, Australia Sydney, Australia Montreal, Canada Madras, India Atlacomulco, Mexico Auckland, New Zealand Manila, Philippines Jurong, Singapore Johannesburg, South Africa Knislinge, Sweden Istanbul, Turkey London, United Kingdom Long Melford, United Kingdom Widnes, United Kingdom Witham, United Kingdom CHEMICAL CELLULOSE PULP Natchez, Mississippi PETROLEUM Alvin, Texas Midland, Texas FORESTLANDS FOREST RESOURCES Approximately 7.1 million acres in the South and Northeast REALTY PROJECTS Haig Point Plantation Daufuskie Island, South Carolina BUILDING MATERIALS WOOD PRODUCTS Chapman, Alabama Maplesville, Alabama Opelika, Alabama Thorsby, Alabama Tuscaloosa, Alabama Gurdon, Arkansas Leola, Arkansas Whelen Springs, Arkansas Augusta, Georgia Cordele, Georgia Meldrim, Georgia Folkston, Georgia Washington, Georgia Springhill, Louisiana Morton, Mississippi Wiggins, Mississippi Joplin, Missouri Madison, New Hampshire Armour, North Carolina Seaboard, North Carolina Johnston, South Carolina Newberry, South Carolina Sampit, South Carolina 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 DOMESTIC: Chino, California Glasgow, Kentucky Odenton, Maryland Statesville, North Carolina Tarboro, North Carolina Hampton, South Carolina Memphis, Tennessee Oshkosh, Wisconsin INTERNATIONAL: Bergerac, France (Couze mill) Ussel, France Barcelona, Spain (Durion mill) MASONITE DOMESTIC: Ukiah, Calfornia Lisbon Falls, Maine Laurel, Mississippi Pilot Rock, Oregon Towanda, Pennsylvania Danville, Virginia INTERNATIONAL: Carrick-on-Shannon, Ireland Masonite Africa Limited Estcourt Plant Kunpo-shi, Korea A-3
CARTER HOLT HARVEY FORESTLANDS Approximately 785,000 acres in New Zealand WOOD PRODUCTS Sawmills and Processing Plants Box Hill, Victoria, Australia Mt. Burr, South Australia Mt. Gambier, South Australia Myrtleford, 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 Panel Production Plants Auckland, New Zealand Christchurch, New Zealand Rangiora, New Zealand Thames, New Zealand Building Supplies Retail Outlets Retail Outlets, 37 branches in New Zealand PULP AND PAPER Kraft Paper, Pulp, Coated and Uncoated Papers and Bristols Kinleith, New Zealand Mataura, New Zealand Cartonboard Whakatane, New Zealand Containerboard Kinleith, New Zealand Penrose, New Zealand Fiber Recycling Operations Auckland, New Zealand TISSUE Pulp and Tissue Box Hill, Victoria, Australia Kawerau, New Zealand Conversion Sites Box Hill, Victoria, Australia Keon Park, Victoria, Australia Clayton, Victoria, Australia Suva, Fiji Auckland, New Zealand (2 plants) Te Rapa, New Zealand PACKAGING Case Manufacturing Northern (Auckland, New Zealand) Central (Levin, New Zealand) Southern (Christchurch, New Zealand) Solid Fibre (Hamilton, New Zealand) Suva, Fiji 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 Sydney, Australia Santiago, Chile Albany, New Zealand Hamilton, New Zealand Hastings, New Zealand Wellington, New Zealand DISTRIBUTION Paper Merchant Warehousing and Distribution Centers, Australia, 3 locations New Zealand, 14 locations A-4