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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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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
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INTERNATIONAL PAPER COMPANY
(Exact name of Company as specified in its charter)
NEW YORK 13-0872805
(State or other jurisdiction of (I.R.S. Employee Identification No.)
incorporation or organization)
TWO MANHATTANVILLE ROAD, PURCHASE, N.Y. 10577
(Address of principal executive offices) (Zip Code)
COMPANY'S TELEPHONE NUMBER, INCLUDING AREA CODE: 914-397-1500
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
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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
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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:
OUTSTANDING IN TREASURY
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300,699,457 498,663
The following documents are incorporated by reference into the parts of this
report indicated below:
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
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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)
1996(D,F) 1995(E,F) 1994(F)
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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
3
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(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.
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(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:
MERRILL LYNCH CO., INC. AND MERRILL LYNCH PIERCE FENNER &
SMITH INCORPORATED 30,608,893 10.2%
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.
STATE STREET BANK & TRUST CO., N.A. 25,523,640 8.5%
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.
THE CAPITAL GROUP COMPANIES, INC. AND CAPITAL
RESEARCH & MANAGEMENT COMPANY 15,165,000 5.0%
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.
COMMON STOCK HELD BY DIRECTORS
AND DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP 1,622,158 0.54%
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:
(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
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
Report of Independent Public Accountants on Financial Statement Schedule............. 14
Consolidated Schedule:
II--Valuation and Qualifying Accounts.............................................. 15
13
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE
To International Paper Company:
We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements included in the Company's 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
- - --------------------------------------------------------------------------------
BALANCE
BALANCE AT ADDITIONS ADDITIONS DEDUCTIONS AT END
BEGINNING CHARGED TO CHARGED TO FROM OF
DESCRIPTION OF PERIOD EARNINGS OTHER ACCOUNTS RESERVES PERIOD
- - ------------------------------------------------------------------------------------------------------------------
Reserves Applied Against Specific Assets Shown on
Balance Sheet:
Doubtful accounts--current...................... $ 101 $ 22 $ 0 $ (22)(A) $ 101
--
--
----- --- --- -----
----- --- --- -----
FOR YEAR ENDED DECEMBER 31, 1995
- - -------------------------------------------------------------------------------------------
BALANCE
BALANCE AT ADDITIONS ADDITIONS DEDUCTIONS AT END
BEGINNING CHARGED TO CHARGED TO FROM OF
DESCRIPTION OF PERIOD EARNINGS OTHER ACCOUNTS RESERVES PERIOD
- - ------------------------------------------------------------------------------------------------------------------
Reserves Applied Against Specific Assets Shown on
Balance Sheet:
Doubtful accounts--current...................... $ 97 $ 25 $ 0 $ (21)(A) $ 101
--
--
----- --- --- -----
----- --- --- -----
FOR YEAR ENDED DECEMBER 31, 1994
- - -------------------------------------------------------------------------------------------
BALANCE
BALANCE AT ADDITIONS ADDITIONS DEDUCTIONS AT END
BEGINNING CHARGED TO CHARGED TO FROM OF
DESCRIPTION OF PERIOD EARNINGS OTHER ACCOUNTS RESERVES PERIOD
- - ------------------------------------------------------------------------------------------------------------------
Reserves Applied Against Specific Assets Shown on
Balance Sheet:
Doubtful accounts--current...................... $ 104 $ 21 $ 0 $ (28)(A) $ 97
--
--
----- --- --- -----
----- --- --- -----
- - ------------------------
(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.
INTERNATIONAL PAPER COMPANY
BY:
JAMES W. GUEDRY
---------------------------------------
James W. Guedry,
VICE PRESIDENT AND SECRETARY
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:
NAME TITLE DATE
- - ------------------------------------------------------ -------------------------------------- -----------------
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)
16
NAME TITLE DATE
- - ------------------------------------------------------ -------------------------------------- -----------------
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)
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.