- - -------------------------------------------------------------------------------- - - -------------------------------------------------------------------------------- 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, 1996 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 of (I.R.S. Employee Identification No.) incorporation or organization) TWO MANHATTANVILLE ROAD, PURCHASE, N.Y. 10577 (Address of principal executive offices) (Zip Code) </TABLE> COMPANY'S TELEPHONE NUMBER, INCLUDING AREA CODE: 914-397-1500 ------------------------ SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: <TABLE> <CAPTION> NAME OF EACH EXCHANGE ON TITLE OF EACH CLASS WHICH REGISTERED - - --------------------------------------------------------------------------- -------------------------------------------------- <S> <C> Cumulative $4 Preferred Stock, without par value........................... -- Common Stock, $1 per share par value....................................... New York Stock Exchange 5 1/8% Debentures due 2012................................................. 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 ) 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 28, 1997, held by non-affiliates of the Company was $11,386,671,055, calculated on the basis of the closing price on the Composite Tape on February 28, 1997. 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 28, 1997: <TABLE> <CAPTION> OUTSTANDING IN TREASURY - - -------------------------------------------------------------- -------------------------------------------------------------- <S> <C> 300,699,457 498,663 </TABLE> The following documents are incorporated by reference into the parts of this report indicated below: <TABLE> <S> <C> 1996 ANNUAL REPORT TO SHAREHOLDERS PARTS I, II AND (PAGE 1 AND PAGES 15 THROUGH 60) IV PROXY STATEMENT, DATED MARCH 28, 1997 PART III </TABLE> - - -------------------------------------------------------------------------------- - - --------------------------------------------------------------------------------
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, paperboard and packaging and wood products. It also manufactures specialty items including tissue products; photographic films, papers and equipment; nonwovens; specialty chemicals; and specialty panels and laminated products. The Company also distributes printing and writing papers and other products in the United States, Europe and the Pacific Rim. In the United States at December 31, 1996, the Company operated 27 pulp, paper and packaging mills, 60 converting and packaging plants, 34 wood products facilities, 13 specialty panels and laminated products plants, 6 nonwoven products facilities, 3 imaging products facilities and 5 specialty chemicals plants. Production facilities at December 31, 1996 in Europe, Asia, Latin America and Canada included 15 pulp, paper and packaging mills, 32 converting and packaging plants, one wood products plant, 4 specialty panels and laminated products plants, 3 nonwoven products facilities, 5 imaging 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, 1996, the Company controlled approximately 6.4 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, 29 converting and packaging facilities, 54 wood products manufacturing and distribution facilities, and 7 building products plants. 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 800,000 acres of forestlands. 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, 1
was acquired. In October, the Company purchased the inks and adhesives resin business of DSM located in Niort, France. In December 1994, the Company acquired additional stock of Zanders Feinpapiere AG. Also in December, a merger was completed with Kirk Paper Corporation, a California-based paper distribution company. With the exception of Kirk Paper Corporation, which was accounted for as a pooling-of-interests, all of the 1996, 1995 and 1994 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 37, 38 and 49 of the Annual Report, which information is incorporated herein by reference. From 1991 through 1996, International Paper's capital expenditures approximated $7.5 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 1996 was approximately $1.4 billion and is budgeted to be approximately $1.2 billion in 1997. A further discussion of capital expenditures can be found on pages 37 and 38 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, and the merger with Federal, controlled approximately 6.4 million acres of forestlands in the United States at December 31, 1996. IPT controlled approximately 5.6 million acres of forestlands in the United States at December 31, 1996. 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 800,000 acres of forestlands in New Zealand. 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. 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 the remainder will be 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. FINANCIAL INFORMATION CONCERNING INDUSTRY SEGMENTS The financial information concerning segments is set forth on pages 18, 19, 22, 23, 26, 27, 30, 31, 34, 35, 37 and 42 of the Annual Report, which information is incorporated herein by reference. 2
FINANCIAL INFORMATION ABOUT INTERNATIONAL AND DOMESTIC OPERATIONS The financial information concerning international and domestic operations and export sales is set forth on page 41 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 18, 19, 22, 23, 26, 27, 30, 31, 34, 35 and 36 through 40 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. DESCRIPTION OF PRINCIPAL PRODUCTS The Company's principal products are described on pages 2 through 35 of the Annual Report, which information is incorporated herein by reference. Production of major products for 1996, 1995 and 1994 was as follows: PRODUCTION BY PRODUCTS (UNAUDITED) <TABLE> <CAPTION> 1996(D,F) 1995(E,F) 1994(F) ----------- ----------- ----------- <S> <C> <C> <C> Printing Papers (in thousands of tons) Business Papers................................................................. 3,875 3,432 3,173 Coated Papers................................................................... 1,089 1,136 1,036 Market Pulp(A).................................................................. 2,007 1,733 1,611 Newsprint....................................................................... 94 91 68 Packaging (In thousands of tons) Containerboard.................................................................. 2,702 2,387 2,164 Bleached Packaging Board........................................................ 1,885 1,167 1,044 Industrial Papers............................................................... 667 653 610 Industrial and Consumer Packaging(B)............................................ 3,313 2,952 2,946 Speciality Products (in thousands of tons) Tissue.......................................................................... 126 68 -- Forest Products (In millions) Panels (sq. ft. 3/8" basis)(C).................................................. 1,218 936 882 Lumber (board feet)............................................................. 1,815 1,104 953 MDF (sq. ft. 3/4" basis)........................................................ 285 263 138 Particleboard (sq. ft. 3/4" basis............................................... 192 182 176 </TABLE> 3
- - ------------------------ (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; Loveland, Ohio; Mobile, Alabama; Panama City, Florida; Erie, Pennsylvania; Kaukauna, Wisconsin; Binghamton, New York; South Walpole, Massachusetts; St. Charles, Illinois; Orange Park, Florida; Holyoke, Massachusetts; Odenton, Maryland; Mobberley, United Kingdom; Morley, United Kingdom; Munich, Germany; Fribourg, Switzerland; 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, bleaching, chemical recovery, papermaking and coating processes; packaging design and materials development; innovation and improvement of photographic materials and processes, printing plates, pressroom/plate chemistries and plate processors; 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 $112.5 million in 1996, $110.8 million in 1995 and $102.6 million in 1994. 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 law 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 these purposes in the future. The completed merger with Federal Paper Board will increase environmental expenditures. The amount of these expenditures in 1996 and those for future years are included in the discussion in the following paragraphs. A total of $130 million was spent in 1996 to control pollutant releases into the air and water and to assure environmentally sound disposal of solid and hazardous waste. The Company expects to spend approximately $140 million in 1997 for similar capital programs. Amounts to be spent for environmental control facilities 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 1998 through 1999 is in the range of $350 million to $580 million. 4
In December 1993, the United States Environmental Protection Agency (EPA) proposed new pulp and paper mill standards for air emissions and water discharges to be met three years after final promulgation (the "Cluster Regulations"). EPA also promulgated regulations implementing the Great Lakes Initiative ("GLI") covering water quality and permitting implementation procedures. Future spending will be heavily influenced by the final Cluster Regulations and, in the case of the GLI, on how the individual Great Lakes states implement the program. In 1994, the Company estimated future capital spending to comply with the Cluster Regulations and the GLI to be between $700 million and $1.5 billion depending upon the methods and deadlines allowed by the final regulations to meet requirements. There have been extensive discussions with Congress and the EPA over the last three years, but there have been no publicly announced changes to the proposed Cluster Regulations. Nevertheless, there is reason to expect that changes will soon be announced and that these estimates will be adjusted downward, and expenditures will occur over a longer time frame than the three years in the current proposal. In 1994, the Company estimated that annual operating costs, excluding depreciation, would increase between $60 million and $120 million when these regulations are fully implemented. This estimate will also be adjusted to the extent the EPA makes moderating changes. 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 pages 39 and 40 of the Annual Report, which information is incorporated herein by reference. As of December 31, 1996, $981 million of industrial and pollution control revenue bonds, secured by Company contractual obligations, were outstanding in 63 political subdivisions of various states, counties and municipalities, primarily to finance environmental control projects located at or in conjunction with the Company's plants in those subdivisions. It is contemplated that additional industrial revenue bonds will be issued from time to time to finance other environmental control projects, provided tax law changes do not curtail the Company's access to the municipal bond market. EMPLOYEES As of December 31, 1996, the Company had approximately 87,000 employees, of whom approximately 56,000 were located in the United States and the remainder overseas. Of the domestic employees, approximately 38,000 are hourly employees, approximately 17,000 of whom are represented by the United Paperworkers International Union. During 1996, new labor agreements were reached at the Pineville, Texarkana, Thilmany, Ticonderoga, and Woronoco mills. Currently, negotiations are still in progress at the Augusta and Sprague mills of the former Federal Paper Board, and the Gardiner Mill. During 1997, labor agreements are scheduled to be negotiated at the following mills: Mobile, Riverdale, Oswego, Millers Falls, and Vicksburg. During 1998, labor agreements are scheduled to be negotiated at the following mills: Louisiana, Moss Point, and Pine Bluff. During 1996, labor agreements expired in 13 packaging plants, four wood products plants and nine distribution operations. New labor agreements were negotiated at each location except one packaging plant, two wood products plants and three distribution operations where negotiations were still in progress at year end. Two packaging plants have contracts 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." 5
ITEM 2. PROPERTIES. FORESTLANDS The principal raw material used by International Paper is wood in various forms. At December 31, 1996, the Company controlled approximately 6.4 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 800,000 acres of Forestlands in New Zealand are held through Carter Holt Harvey, a consolidated subsidiary of International Paper. In March 1996, IPT sold a 98% general partnership interest in a subidiary partnership owning all of IPT'S Western region assets, which included approximately 300,000 acres of forestlands in Oregon and Washington. During 1996, the U.S. forestlands supplied 1.7 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, 15% 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, 4.4 million cords of wood were sold to other users in 1996. 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 37 and 38 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 1997, as of December 31, 1996 are set forth on pages 37 and 38 of the Annual Report, which information is incorporated herein by reference. ITEM 3. LEGAL PROCEEDINGS. DIOXIN LITIGATION Since 1991, the Company has reported on lawsuits which alleged that the Company had polluted various bodies of water in Mississippi, Louisiana, Arkansas and Texas by discharging certain chemicals, including dioxin, thereby causing personal injury, property damage, business loss, and fear of contracting disease. All of the lawsuits have been resolved by summary judgment in favor of the Company and are no longer pending. Therefore, the Company will no longer be reporting on these matters. 6
MASONITE LITIGATION A lawsuit which has been certified as a nationwide class action 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. 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 manufactured after 1980. It is impossible to know how many homes have this siding, but it is estimated that there are between three and four million. The Company and Masonite were unsuccessful in their attempt to remove the case to the Federal District Court for the Southern District of Alabama on diversity grounds. The case was remanded to the Mobile County Circuit Court where 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. A Phase II trial is set for July 14, 1997 on the remaining issues in the case. The Company and Masonite feel that there are valid defenses to this case and will continue to vigorously defend all claims asserted by the Plaintiff. While any litigation has an element of uncertainty it is believed that the outcome of these proceedings and lawsuits will not have a material adverse effect on its consolidated financial position or results of operation. ARIZONA CHEMICAL As reported previously, Arizona Chemical Company (Arizona), a wholly owned subsidiary of the Company, was the subject of a federal investigation concerning environmental issues. On September 26, 1996, Arizona entered a plea of guilty to two counts alleging violations of the Clean Water Act at a facility in Gulfport, Mississippi, and one count alleging violations of hazardous waste requirements at a facility in Picayune, Mississippi. Pursuant to an agreement with the government, Arizona paid a criminal penalty of $2.5 million and was placed on probation for three years. Arizona also paid a civil penalty of $150,000 and restitution in the amount of $1.5 million to the Mississippi Department of Environmental Quality. In addition to the resolution of the Arizona matter, the Company paid civil penalties related to environmental issues of $1,053,000 in 1996. Civil penalties related to these issues were $630,000 and $960,000 for the years 1995 and 1994, respectively. OTHER LITIGATION An order was entered on April 11, 1996, in Maine Superior Court, whereby in consideration of the payment of $175,296, the Company settled with both the State of Maine and the Town of Jay, all air emission violations that may have occurred through December 31, 1995, as well as all alleged violations of state waste water discharge and hazardous waste laws through December 31, 1995. This concluded the actions involving emissions from the Company's Adroscoggin mill's lime kiln. The Company paid and did not appeal the $22,000 penalty assessed by the Town in its order of October 14, 1993. In 1989, Masonite Corporation, a wholly-owned subsidiary of the Company ("Masonite"), modified a production line to make a new product at a facility in Ukiah, California. The facility obtained the necessary Authority to Construct permits from the appropriate state authority. In May 1992 the EPA, Region 9, issued an order alleging that an additional Prevention of Significant Deterioration permit was required for the new product line. On April 24, 1996, a consent decree resolving this matter was entered by the U.S. District Court for the Northern District of California. The consent decree included a civil penalty of $600,000. 7
As of March 31, 1997, 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 MINIMUS liability with respect to 27 of these sites; that liability is not likely to be significant at 34 sites; and that estimates of liability at 12 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. 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. 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, 1996. 8
SPECIAL ITEM. EXECUTIVE OFFICERS OF THE COMPANY. INTERNATIONAL PAPER COMPANY EXECUTIVE OFFICERS AS OF FEBRUARY 28, 1997 INCLUDING NAME, AGE, OFFICES AND POSITIONS HELD (1) AND BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS John T. Dillon, 58, 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, 57, executive vice president--printing papers since 1992. Prior thereto he was president--International Paper Europe from 1989. W. Michael Amick, 56, 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., 56, executive vice president--legal and external affairs. He assumed his current position in 1991. David W. Oskin, 54, 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, 58, 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, 59, senior vice president, human resources since 1989. Thomas E. Costello, 57, senior vice president--distribution businesses since March 1997. Prior to that he was president--ResourceNet International, the Company's distribution business since 1991. Marianne M. Parrs, 53, 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, 54, vice president and controller since 1995. Prior thereto he was the controller since 1990. William B. Lytton, 48, 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. 9
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 1996 and 1995 are set forth on page 60 of the Annual Report and are incorporated herein by reference. As of March 21, 1997, there were 300,865,985 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 58 and 59 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 18, 19, 22, 23, 26, 27, 30, 31, 34 and 35 through 40 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 43 through 57 of the Annual Report and are incorporated herein by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. The directors of the Company and their business experience are set forth on pages 7 through 10 of the Company's Notice of 1997 Annual Meeting and Proxy Statement, dated March 27, 1997 (the "Proxy Statement") and are 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 13 through 15 and 17 through 22 of the Proxy Statement and is incorporated herein by reference. 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: <TABLE> <S> <C> <C> MERRILL LYNCH CO., INC. AND MERRILL LYNCH PIERCE FENNER & SMITH INCORPORATED 30,608,893 10.2% </TABLE> As of March 13, 1997, Merrill Lynch & Co., Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are, respectively, 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 10
sponsor and investment advisor to various registered investment companies, but disclaim beneficial ownership thereof other than certain of which are held in proprietary accounts. <TABLE> <S> <C> <C> STATE STREET BANK & TRUST CO., N.A. 25,523,640 8.5% </TABLE> As of December 31, 1996, 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 25,523,640 shares of common stock of the Company. The trustee disclaims beneficial ownership of all such shares except 3,229,706 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. <TABLE> <S> <C> <C> THE CAPITAL GROUP COMPANIES, INC. AND CAPITAL RESEARCH & MANAGEMENT COMPANY 15,165,000 5.0% </TABLE> As of February 12, 1997 the Capital Group Companies, Inc. holds such shares as the parent holding company of a group of investment management companies that hold investment power and, in some cases, voting power over these securities. The investment management companies, which include a "bank" as defined in Section 3(a)6 of the Act and several investment advisers registered under Section 203 of the Investment Advisers Act of 1940, provide investment advisory and management services for their respective clients which include registered investment companies and institutional accounts. 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 and wholly owned subsidiary of The Capital Group Companies, Inc., 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. <TABLE> <S> <C> <C> COMMON STOCK HELD BY DIRECTORS AND DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP 1,622,158 0.54% </TABLE> 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 4 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. FORWARD-LOOKING INFORMATION THIS 1996 ANNUAL REPORT ON FORM 10-K CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS CONCERNING PROJECTED MODEST IMPROVEMENT IN EARNINGS AT INTERNATIONAL PAPER. ACTUAL RESULTS MAY DIFFER BASED PRIMARILY ON OVERALL DEMAND AND WHETHER PRICING INITIATIVES FOR VARIOUS PAPER AND PACKAGING PRODUCTS CAN BE REALIZED IN 1997 AND ANTICIPATED SAVINGS FROM RESTRUCTURING ARE ACHIEVED. 11
PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K EXHIBITS: <TABLE> <S> <C> (11) Statement of Computation of Per Share Earnings (12) Computation of Ratio of Earnings to Fixed Charges (13) 1996 Annual Report to Shareholders of the Company (21) List of Significant Subsidiaries (22) Proxy Statement, dated March 28, 1997 (23) Consent of Independent Public Accountants (24) Power of Attorney (27) Financial Data Schedule </TABLE> REPORTS ON FORM 8-K A Current Report on Form 8-K was filed by the Company on February 18, 1997. FINANCIAL STATEMENT SCHEDULES The consolidated balance sheets as of December 31, 1996 and 1995 and the related consolidated statements of earnings, cash flows and common shareholders' equity for each of the three years ended December 31, 1996 and the related Notes to Consolidated Financial Statements, together with the report thereon of Arthur Andersen LLP, dated February 7, 1997, appearing on pages 43 through 57 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. 12
ADDITIONAL FINANCIAL DATA 1996, 1995 AND 1994 <TABLE> <CAPTION> Report of Independent Public Accountants on Financial Statement Schedule............. 14 <S> <C> Consolidated Schedule: II--Valuation and Qualifying Accounts.............................................. 15 </TABLE> 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 1996 Annual Report to Shareholders incorporated by reference in this Form 10-K, and have issued our report thereon dated February 7, 1997. 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 7, 1997 14
SCHEDULE II INTERNATIONAL PAPER COMPANY AND CONSOLIDATED SUBSIDIARIES SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS (IN MILLIONS) FOR YEAR ENDED DECEMBER 31, 1996 - - -------------------------------------------------------------------------------- <TABLE> <CAPTION> BALANCE BALANCE AT ADDITIONS ADDITIONS DEDUCTIONS AT END BEGINNING CHARGED TO CHARGED TO FROM OF DESCRIPTION OF PERIOD EARNINGS OTHER ACCOUNTS RESERVES PERIOD <S> <C> <C> <C> <C> <C> - - ------------------------------------------------------------------------------------------------------------------ Reserves Applied Against Specific Assets Shown on Balance Sheet: Doubtful accounts--current...................... $ 101 $ 22 $ 0 $ (22)(A) $ 101 -- -- ----- --- --- ----- ----- --- --- ----- FOR YEAR ENDED DECEMBER 31, 1995 - - ------------------------------------------------------------------------------------------- <CAPTION> BALANCE BALANCE AT ADDITIONS ADDITIONS DEDUCTIONS AT END BEGINNING CHARGED TO CHARGED TO FROM OF DESCRIPTION OF PERIOD EARNINGS OTHER ACCOUNTS RESERVES PERIOD <S> <C> <C> <C> <C> <C> - - ------------------------------------------------------------------------------------------------------------------ Reserves Applied Against Specific Assets Shown on Balance Sheet: Doubtful accounts--current...................... $ 97 $ 25 $ 0 $ (21)(A) $ 101 -- -- ----- --- --- ----- ----- --- --- ----- FOR YEAR ENDED DECEMBER 31, 1994 - - ------------------------------------------------------------------------------------------- <CAPTION> BALANCE BALANCE AT ADDITIONS ADDITIONS DEDUCTIONS AT END BEGINNING CHARGED TO CHARGED TO FROM OF DESCRIPTION OF PERIOD EARNINGS OTHER ACCOUNTS RESERVES PERIOD <S> <C> <C> <C> <C> <C> - - ------------------------------------------------------------------------------------------------------------------ Reserves Applied Against Specific Assets Shown on Balance Sheet: Doubtful accounts--current...................... $ 104 $ 21 $ 0 $ (28)(A) $ 97 -- -- ----- --- --- ----- ----- --- --- ----- </TABLE> - - ------------------------ (A) Primarily write-offs, less recoveries, of accounts determined to be uncollectible. 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. <TABLE> <S> <C> <C> <C> INTERNATIONAL PAPER COMPANY BY: <CAPTION> JAMES W. GUEDRY --------------------------------------- James W. Guedry, VICE PRESIDENT AND SECRETARY </TABLE> March 28, 1997 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> JOHN T. DILLON Chairman of the Board, March 28, 1997 ------------------------------------------- Chief Executive (John T. Dillon) Officer and Director C. WESLEY SMITH* Executive Vice March 28, 1997 ------------------------------------------- President and Director (C. Wesley Smith) WILLARD C. BUTCHER* Director March 28, 1997 ------------------------------------------- (Willard C. Butcher) ROBERT J. EATON* Director March 28, 1997 ------------------------------------------- (Robert J. Eaton) STANLEY C. GAULT* Director March 28, 1997 ------------------------------------------- (Stanley C. Gault) JOHN A. GEORGES* Director March 28, 1997 ------------------------------------------- (John A. Georges) THOMAS C. GRAHAM* Director March 28, 1997 ------------------------------------------- (Thomas C. Graham) JOHN R. KENNEDY* Director March 28, 1997 ------------------------------------------- (John R. Kennedy) DONALD F. MCHENRY* Director March 28, 1997 ------------------------------------------- (Donald F. McHenry) PATRICK F. NOONAN* Director March 28, 1997 ------------------------------------------- (Patrick F. Noonan) </TABLE> 16
<TABLE> <CAPTION> NAME TITLE DATE - - ------------------------------------------------------ -------------------------------------- ----------------- <C> <S> <C> JANE C. PFEIFFER* Director March 28, 1997 ------------------------------------------- (Jane C. Pfeiffer) EDMUND T. PRATT, JR.* Director March 28, 1997 ------------------------------------------- (Edmund T. Pratt, Jr.) CHARLES R. SHOEMATE* Director March 28, 1997 ------------------------------------------- (Charles R. Shoemate) ROGER B. SMITH* Director March 28, 1997 ------------------------------------------- (Roger B. Smith) MARIANNE M. PARRS Senior Vice President and March 28, 1997 ------------------------------------------- Chief Financial Officer (Marianne M. Parrs) ANDREW R. LESSIN Vice President and Controller and March 28, 1997 ------------------------------------------- Chief Accounting Officer (Andrew R. Lessin) *By: JAMES W. GUEDRY (James W. Guedry, ATTORNEY-IN-FACT) </TABLE> 17
APPENDIX I 1996 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) Millers Falls, Massachusetts West Springfield, Massachusetts Westfield, Massachusetts (C & D Center) Woronoco, Massachusetts 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: Cali, Colombia Coloto, Colombia Clermont-Ferrand, France (Corimex Mill) Docelles, France (Lana Mill) Grenoble, France (Lancey and Pont De Claix Mills) 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 Russellville, Arkansas Carson, California Modesto, California San Jose, California Stockton, 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 Nelson, 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 INTERNATIONAL: Itu, Brazil Edmonton, Alberta, Canada London, Ontario, Canada Longueuil, Quebec, Canada Shanghai, China Santiago, Dominican Republic St. Priest, France Kingston, Jamaica A-1
Hyogo, Japan Seoul, Korea Taipei, Taiwan Caracas, Venezuela IMPERIAL BONDWARE Visalia, California Shelbyville, Illinois Kenton, Ohio Menomonee Falls, Wisconsin FOLDING CARTON DOMESTIC: La Grange, Georgia Thomaston, Georgia Clinton, Iowa Hopkinsville, Kentucky Durham, North Carolina Hendersonville, North Carolina Wilmington, North Carolina Cincinnati, Ohio Richmond, Virginia INTERNATIONAL: Auckland, New Zealand Christchurch, New Zealand Palmerston North, New Zealand LABEL Bowling Green, Kentucky KRAFT PAPER Mobile, Alabama Camden, Arkansas Moss Point, Mississippi GROCERY BAGS & SACKS Mobile, Alabama Jackson, Tennessee MULTIWALL BAGS DOMESTIC: Camden, Arkansas Fordyce, Arkansas Pittsburg, Kansas Wilmington, Ohio INTERNATIONAL: Auckland, New Zealand Palmerston North, 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 DISTRIBUTION WHOLESALE AND RETAIL DISTRIBUTION(303 distribution branches) RESOURCENET INTERNATIONAL DOMESTIC: Stores Group Chicago, Illinois 150 locations nationwide Dillard Paper Greensboro, North Carolina 22 branches in the Middle Atlantic States and Southeast Dixon Paper Company Denver, Colorado 12 branches in the West and Midwest Specialty Business Group Erlanger, Kentucky 12 branches in New England and Middle Atlantic States, Midwest, South and West Ingram Paper City of Industry, California 6 locations in the West, Southwest and Hawaii Kirk Paper Company Downey, California 2 locations in the West Leslie Paper Minneapolis, Minnesota 9 locations in the Midwest Northeast Region Erlanger, Kentucky 36 branches in New England, Middle Atlantic States, Midwest and District of Columbia Western Pacific Portland, Oregon 3 locations in the Northwest Western Paper Company Overland Park, Kansas 22 branches in the West, Midwest and South INTERNATIONAL: Chihuahua, 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, 4 locations New Zealand, 13 locations Poland, 5 locations FOREST PRODUCTS FORESTLANDS DOMESTIC: Approximately 6.4 million acres in the South and Northeast INTERNATIONAL: Approximately 800,000 acres in New Zealand WOOD PRODUCTS DOMESTIC: Maplesville, Alabama Tuscaloosa, Alabama Gurdon, Arkansas Leola, Arkansas Whelen Springs, Arkansas Augusta, Georgia Washington, Georgia DeRidder, Louisiana Springhill, Louisiana Morton, Mississippi Wiggins, Mississippi Joplin, Missouri Pleasant Hill, Missouri Madison, New Hampshire Riegelwood, North Carolina Pilot Rock, Oregon Johnston, South Carolina Newberry, South Carolina Sampit, South Carolina Henderson, Texas Jefferson, Texas Mineola, Texas Nacogdoches, Texas New Boston, Texas Danville, Virginia Building Products Ukiah, California Lisbon Falls, Maine Laurel, Mississippi Towanda, Pennsylvania A-2
Fiberboard Spring Hope, North Carolina Marion, South Carolina Particleboard Stuart, Virginia Waverly, Virginia 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 Mill, 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 (three plants) Christchurch, New Zealand Te Rapa, New Zealand NONWOVENS DOMESTIC: Athens, Georgia Griswoldville, Massachusetts Walpole, Massachusetts Lewisburg, Pennsylvania Bethune, South Carolina Green Bay, Wisconsin INTERNATIONAL: Liege, Belgium Toronto, Ontario, Canada San Jose Ituebide, Mexico IMAGING PRODUCTS DOMESTIC: Jacksonville, Florida Holyoke, Massachusetts Binghamton, New York INTERNATIONAL: Melbourne, Australia Munich, Germany Mobberley, Great Britain Morley, Great Britain Fribourg, Switzerland CHEMICALS DOMESTIC: Panama City, Florida Pensacola, Florida Port St. Joe, Florida Springhill, Louisiana Picayune, Mississippi INTERNATIONAL: Oulu, Finland Yalkeakoski, 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 Klamoth Falls, Oregon Towanda, Pennyslvania Hampton, South Carolina Waverly, Virginia Oshkosh, Wisconsin INTERNATIONAL: Pori, Finland Bergerac, France (Couze Mill) Ussel, France Barcelona, Spain (Durion Mill) BUILDING PRODUCTS FLOORING Sydney, New South Wales, Australia INSULATION Minto, New South Wales, Australia Auckland, New Zealand Christchurch, New Zealand 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
12345 PRINTED ON HAMMERMILL PAPERS ACCENT OPAQUE, 50 LBS. HAMMERMILL PAPERS IS A DIVISION OF INTERNATIONAL PAPER.