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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
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FOR FISCAL YEAR ENDED DECEMBER 31, 1993 COMMISSION FILE NUMBER 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. Employer 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
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
Indicate by check mark whether the Company (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the Company
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
The aggregate market value of the common stock of the Company outstanding
as of February 28, 1994, held by non-affiliates of the Company was
$8,995,743,848, calculated on the basis of the closing price on the Composite
Tape on February 28, 1994. 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, 1994:
OUTSTANDING IN TREASURY
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127,287,796 2,822,329
The following documents are incorporated by reference into the parts of
this report indicated below:
1993 ANNUAL REPORT TO SHAREHOLDERS
(PP. 2 AND 6 THROUGH 56) PARTS I, II AND IV
PROXY STATEMENT, DATED MARCH 31, 1994 PART III
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PART I
ITEM 1. BUSINESS
GENERAL
International Paper Company,* a New York corporation incorporated in 1941
as the successor to the New York corporation of the same name organized in 1898,
is a worldwide producer of printing and writing papers, paperboard and
packaging, wood products and distributes paper and office supply products in
both the United States and Europe. It also produces pulp, laminated products,
and specialty products, including photosensitive films and papers, nonwovens,
chemicals and minerals.
In the United States, the Company operates 26 pulp and paper mills, 54
converting and packaging plants, 43 wood products facilities, 15 specialty
panels and laminated products plants, six nonwoven products facilities and seven
envelope plants. Production facilities in Europe, Asia, Latin America and Canada
include 14 pulp and paper mills, 32 converting and packaging plants, three wood
products facilities, three specialty panels and laminated products plants and
five nonwoven products facilities.
The Company distributes fine paper, printing and industrial products and
building materials, primarily manufactured by other companies, through about 255
distribution branches located primarily in the United States. In addition, the
Company produces photosensitive films and papers and photographic equipment
(three U.S. and six international locations) and specialty chemicals (seven U.S.
and two international locations), and engages in domestic oil and gas and real
estate activities.
In March 1994, the Company, through a subsidiary, acquired approximately
one-half of Brierley Investments Limited's (Brierley) holdings in Carter Holt
Harvey Limited (Carter Holt), a major New Zealand forest products and paper
company with substantial assets in Chile. The purchase increased the Company's
ownership of Carter Holt to 24 percent and leaves Brierley with 8 percent.
In April 1993, the Company acquired certain assets of the Los Angeles-based
Ingram Paper Company, a distributor of industrial and fine printing papers. In
December, JB Papers, Inc., a paper distribution company located in Union, N.J.,
was purchased. Also in December, the assets of Monsanto Company's Kentucky-based
Fome-Cor division, a manufacturer of polystyrene foam products, were acquired.
In the first quarter of 1992, the operating assets of Western Paper Company
(Western Pacific), a printing and industrial paper distribution business based
in Portland, Oregon, were purchased. In the second quarter, the Company acquired
an equity interest in Scitex Corporation Ltd. (Scitex), an Israel-based world
leader in color electronic prepress systems for the graphic design, printing and
publishing industries. In the third quarter, Zaklady Celulozowa-Papierniecze
S.A. w Kwidzynie (Kwidzyn) was acquired from the Government of the Republic of
Poland. Kwidzyn is Poland's largest white papers manufacturer and the only
integrated bleached pulp and paper company. In the fourth quarter, certain
assets of the chemical division of Norway-based M. Peterson & Son AS (Peterson)
were acquired.
In the first quarter of 1991, the Company purchased certain packaging and
sheeting facilities located in France (the Rhone Valley packaging business) from
Georgia-Pacific Corporation. In April, the packaging equipment division of
United Dominion Industries Ltd. (Evergreen Packaging Equipment) was purchased.
Also in April, the Company acquired the common stock of Dillard Paper Company, a
wholesale distributor of printing and industrial papers, packaging equipment and
supplies based in the southern United States. In August, the Company completed a
merger with Leslie Paper Co., a paper distribution firm headquartered in
Minneapolis, Minnesota, using the pooling-of-interests method of accounting. In
November, the Company entered into a joint venture agreement with Brierley to
control 32% of Carter Holt. In December, the common stock of Scaldia Papier BV,
a paper distribution company based in Nijmegen, Netherlands, primarily
distributing coated and uncoated papers to the graphics industry, was purchased.
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* Unless otherwise indicated by the context, the terms 'Company' and
'International Paper' are used interchangeably to describe International Paper
Company and its consolidated subsidiaries.
2
All of the 1993, 1992 and 1991 acquisitions, except the merger with Leslie
Paper Co., were accounted for using the purchase method. The effects of these
mergers and acquisitions, individually or in the aggregate, were not significant
to the Company's consolidated financial statements.
A further discussion of mergers and acquisitions can be found on page 48 of
the Company's 1993 Annual Report to Shareholders (the 'Annual Report'), which
information is incorporated herein by reference.
From 1989 through 1993, International Paper's capital expenditures
approximated $5.7 billion, excluding mergers and acquisitions. These
expenditures reflect continuing efforts to improve product quality,
environmental performance, lower costs, expand production capacity, and acquire
and improve forestlands. Capital spending in 1993 was $954 million and is
expected to exceed $1.1 billion in 1994. 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, which owns a majority interest in IP Timberlands, Ltd., a
Texas limited partnership ('IPT'), controlled approximately 6.2 million acres of
forestlands in the United States at December 31, 1993. IPT was formed to succeed
to substantially all of International Paper's forest products business for the
period 1985 through 2035, unless earlier terminated. A further discussion of IPT
can be found on pages 28 and 47 of the Annual Report, which information is
incorporated herein by reference.
FINANCIAL INFORMATION CONCERNING INDUSTRY SEGMENTS
The financial information concerning industry segments is set forth on
pages 37 and 41 of the Annual Report, which information is incorporated herein
by reference.
FINANCIAL INFORMATION ABOUT INTERNATIONAL AND DOMESTIC OPERATIONS
The financial information concerning international and domestic operations
and export sales is set forth on page 40 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 10, 16, 20, 26, 30 and 36
through 39 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.
3
DESCRIPTION OF PRINCIPAL PRODUCTS
The Company's principal products are described on pages 6 through 31 of the
Annual Report, which information is incorporated herein by reference.
Production of major products for 1993, 1992 and 1991 was as follows:
PRODUCTION BY PRODUCTS
(UNAUDITED)
1993 1992 1991
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PRINTING PAPERS
(IN THOUSANDS OF TONS)
White papers and bristols................................................................ 2,920 2,845 2,915
Coated papers............................................................................ 972 1,038 927
Market pulp(1)........................................................................... 1,529 1,495 1,238
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PACKAGING
(IN THOUSANDS OF TONS)
Containerboard........................................................................... 2,084 2,135 2,074
Bleached packaging board................................................................. 1,004 959 942
Industrial papers........................................................................ 573 573 575
Industrial and consumer packaging(2)..................................................... 2,933 2,667 2,539
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FOREST PRODUCTS
(IN MILLIONS)
Panels (sq. ft. 3/8-in. basis)(3)........................................................ 778 737 671
Lumber (board feet)...................................................................... 952 915 863
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(1) This excludes market pulp purchases of approximately 600,000 tons annually.
(2) 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 figures in
this table.
(3) Panels include plywood and oriented strand board.
RESEARCH AND DEVELOPMENT
The Company operates research and development centers at Sterling Forest,
New York; Mobile, Alabama; Erie, Pennsylvania; Kaukauna, Wisconsin; Binghamton,
New York; South Walpole, Massachusetts; St. Charles, Illinois; Jacksonville,
Florida; Holyoke, Massachusetts; Mobberley, United Kingdom; Morley, United
Kingdom; Munich, Germany; Fribourg, Switzerland; Saint-Priest, France; and
Annecy, France; a regional center for applied forest research in Bainbridge,
Georgia; 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 improvements 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; 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 $94.7 million in 1993, $91.1 million in 1992 and
$82.7 million in 1991.
4
ENVIRONMENTAL PROTECTION
Control over discharges of pollutants into the air, water and groundwater
to avoid significant adverse impacts on the environment and to achieve 100%
compliance with regulations is a continuing objective of the Company. The
Company has invested substantial funds to modify facilities to assure compliance
with applicable environmental quality laws and plans to make substantial capital
expenditures for these purposes in the future. A total of $100 million was spent
in 1993 to control air and water pollution and to assure environmentally sound
disposal of solid waste. The Company expects to spend in the order of $160
million in 1994 for similar capital programs. Amounts to be spent for
environmental control facilities in future years will depend on new laws and
regulations and other 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 1995 through 1996 is in the range of $500 to $600 million. In December
1993, the United States Environmental Protection Agency ('EPA') proposed new
guidelines for air emissions and water discharge for the pulp and paper industry
to meet in 1998 known as 'Cluster Rulemaking'. It also proposed regulations
implementing the Great Lakes Initiative ('GLI') covering water quality and
implementation procedures. Future spending will be heavily influenced by the
final standards included within each of the sets of proposed regulations. We
estimate the Company's future capital spending to comply with the Cluster
Rulemaking and GLI requirements to be between $700 million and $1.5 billion
depending upon the methods allowed by the regulations to meet overall
requirements. A portion of this spending is reflected in the 1995 to 1996
spending forecast. In addition, annual operating costs, excluding depreciation,
are expected to increase between $60 million and $120 million when these
regulations are fully implemented in 1998. 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 33, 34, 38 and 39 of
the Annual Report, which information is incorporated herein by reference.
As of December 31, 1993, $755 million of industrial and pollution control
revenue bonds, secured by Company contractual obligations, were outstanding in
51 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, 1993, the Company had approximately 72,500 employees, of
whom approximately 52,000 were located in the United States and the remainder
overseas. Of these, approximately 44,500 are hourly employees, many of whom are
represented by the United Paperworkers International Union.
During 1993, new labor agreements were reached at the Mobile, Oswego,
Riverdale and Millers Falls mills. At year end, negotiations were still in
progress at the Beckett, Erie and Pine Bluff mills.
During 1994, labor agreements are scheduled to be negotiated at the
following mills: Camden and Natchez. During 1995 labor agreements are scheduled
to be negotiated at the following mills: Georgetown, Turners Falls, Ward and
Hudson River.
During 1993, labor agreements expired at 17 packaging plants, one forest
research facility, one chemical plant, two wood products plants, three specialty
products plants and seven distribution operations. Multiyear labor agreements
were negotiated at each location, except one converted paper products plant in
South San Francisco, California, where negotiations were still in progress at
year end. One packaging plant at Mount Carmel, Pennsylvania and one distribution
operation at Minneapolis, Minnesota have contracts remaining open from a
previous year.
5
RAW MATERIALS
For information as to the sources and availability of raw materials
essential to the Company's business, see Item 2 'Properties.'
ITEM 2. PROPERTIES.
FORESTLANDS
The principal raw material used by International Paper is wood in various
forms. At December 31, 1993, IPT, a limited partnership in which the Company has
a majority ownership interest, controlled approximately 6.0 million acres of
forestlands in the U.S. while an additional 0.2 million acres are held under
short term leases to International Paper.
During 1993, such forestlands supplied 1.4 million cords of roundwood to
the Company's U.S. facilities. This amounted to the following percentages of the
roundwood requirements of its mills and forest products facilities: 15% in its
Northern mills, 14% in its Southern mills and none in its Western mill. The
balance was acquired from other private industrial and nonindustrial forestland
owners, as well as the United States government. In addition, 3.3 million cords
of IPT's wood were sold to other users in 1993.
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.
All mills and converting facilities are owned by the Company, except one
mill and 13 plants in the United States and two non-U.S. facilities, which are
leased. The Company believes that these 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 1994, as of December 31, 1993, 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
On July 31, 1992, 77 plaintiffs, all residents of Arkansas, filed a lawsuit
in the U.S. District Court for the Western District of Arkansas, alleging that
the Company polluted the Sulfur River by discharging chemicals, including
dioxin, from its Domino, Texas plant. This case was settled in December, 1993 at
which time there were 54 plaintiffs remaining in the litigation. The terms of
the settlement are confidential.
On June 11, 1993, a lawsuit purporting to be a class action was filed by
individuals against the Company, Dow Chemical and other individual employees of
both companies in the 18th Judicial District of Louisiana seeking compensatory
and punitive damages of an unspecified amount for alleged claims similar to
those raised in the previously-filed lawsuits. The case has been removed to the
U.S. District Court for the Middle District of Louisiana.
Beginning in November of 1990, the Company has been named as a defendant in
88 lawsuits by individuals filed in state or federal court in Mississippi
alleging that it has polluted and damaged the Pascagoula, Leaf and Escatawpa
Rivers by releasing dioxin and over 40 other chemicals into those rivers.
Georgia-Pacific was initially named in most of these suits but an order severing
it from the Company in all the then pending cases was entered
6
on September 15, 1992. Following the severance order, nine of the State cases
were removed from state court to Federal District Court for the Southern
District of Mississippi. Of the nine cases that were removed, two have been
dismissed.
On May 24, 1993, a wrongful death action was filed in Mississippi state
court against the Company claiming that decedent's death was related to exposure
to hazardous and toxic substances from the Moss Point mill. The lawsuit also
included the independent survivorship claims of the widow. The complaint raises
claims similar to those in the previously-filed lawsuits and also contains
specific allegations relating to the disposal of sludge by the mill. The
plaintiff seeks compensatory damages of $1 million and punitive damages of $20
million. The case has been removed to the U.S. District Court for the Southern
District of Mississippi.
On June 26, 1993, a lawsuit was filed against the Company, Georgia-Pacific
and individual employees of both companies in Mississippi state court by 20
plaintiffs alleging claims similar to those raised in previously-filed lawsuits.
The plaintiffs seek an unspecified amount of compensatory and punitive damages.
On October 22, 1993, Georgia-Pacific and its individual employee-defendants were
severed from the Company.
On September 28, 1993, 221 plaintiffs filed a lawsuit in the state court of
Mississippi claiming that the Company polluted the Pascagoula and Escatawpa
Rivers by discharging chemicals, including dioxin from its Moss Point mill. The
plaintiffs seek compensatory damages of $33 million, punitive damages of $221
million and injunctive relief.
On December 15, 1992, a lawsuit purporting to be a class action was filed
against the Company in U.S. District Court for the Southern District of
Mississippi (Biloxi). The plaintiffs seek unspecified compensatory and punitive
damages for the alleged violation by the Company of Federal environmental laws
relating to dioxin and other chemicals associated with the operations of the
Moss Point Mill. On February 18, 1994, the judge denied the plaintiffs' motion
to certify the class and the lawsuit will proceed forward with only the two
named individuals as plaintiffs.
In summary, taking into account various dismissals and new filings, there
are 71 cases pending in state court and eight pending in federal court for a
total of 79 Mississippi cases as of February 1, 1994. In these cases, both state
and federal, there are a total of 5,093 plaintiffs seeking total compensatory
damages of approximately $1.0 billion, punitive damages of approximately $8.4
billion and injunctive relief. While any of this litigation has an element of
uncertainty, the Company believes that the outcome of any of these proceedings,
lawsuits or claims, pending or threatened, or all of them combined, will not
have a materially adverse effect on its consolidated financial position or
results of operations.
OTHER LITIGATION
On October 14, 1993, the Town of Jay, Maine assessed a penalty of $394,000
against the Company's Androscoggin mill for violations of its air permit under
the Town's Environmental Control and Improvement Ordinance attributable to
excess emissions of particulate from one of the mill's lime kilns, as well as
violations of certain reporting requirements. The Town's penalty assessment has
been appealed.
The Maine Department of Environmental Protection proposed on October 15,
1992 that the Androscoggin mill enter into an Administrative Consent Agreement
and Enforcement Order and pay a civil penalty of $217,892 because the
particulate emissions from the same lime kiln which was the subject of the
foregoing proceeding with the Town of Jay, had exceeded the limits in the state
air license. Settlement discussions are no longer being conducted and the State
has filed a lawsuit against the Company. Although no specific amount is claimed
in the complaint, presumably the State will seek civil penalties in excess of
the amount it had originally proposed.
On November 15, 1993, the Thilmany division of the Company agreed with the
EPA, Region 5, to pay a penalty of $150,000 for alleged violations of the Clean
Air Act in 1988 at the Thilmany mill located in Kaukauna, Wisconsin. The
settlement in the form of a consent decree must be approved by the federal court
having jurisdiction of the civil action.
In 1990, the Missouri Attorney General's office notified the Company that
it was preparing an enforcement action alleging violations of the hazardous
waste management rules at the Company's treated wood plant in Joplin, Missouri.
Settlement discussions with the Attorney General's office are in progress.
7
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 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. The Company and the EPA are in settlement
discussions and civil penalties are anticipated.
Separate lawsuits were filed in the Superior Court, Mendocino County,
California, in July 1992 against Masonite by the Mendocino County Air Pollution
Control District and the California Air Resources Board. Both lawsuits, which
were later consolidated, allege non-compliance with the California Air Toxics
Hot Spots Information and Assessment Act of 1987 by Masonite's Ukiah,
California, facility. The alleged non-compliance relates to an emissions plan
allegedly required to be filed by August 1, 1989 but allegedly not filed until
November 5, 1990. Additionally, the lawsuits allege that the molded products
line was operated without a required permit. The lawsuits were settled in April
1993 for a civil penalty of $250,000 and a commitment to conduct additional
environmental audits. This settlement terminated the proceeding.
In May 1992 the EPA, Region 4, filed an administrative action alleging that
Arizona Chemical Company, a wholly-owned subsidiary of the Company, at a
facility located in Gulfport, Mississippi, failed to comply with regulations
that govern the burning of hazardous wastes in the facility's boiler. The
action, which sought a civil penalty of $274,500, was settled in February 1994
for a civil penalty of $95,000. This settlement terminated the proceedings.
On September 21, 1993 the EPA, Region 4, filed an administrative action
alleging that an Arizona Chemical facility in Panama City, Florida, failed to
comply with regulations that govern the burning of hazardous wastes in the
facility's boiler. The action seeks a civil penalty of $334,600. Settlement
negotiations are in progress.
The Company has been advised by the State of New York of an impending
enforcement action concerning the power boiler at the Company's Ticonderoga, New
York, paper mill. The action would involve civil penalties. Settlement
discussions are in progress.
As of March 30, 1994, 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 62 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 waste generators. 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 18 of these sites; that liability is not
likely to be significant at 21 sites; and that estimates of liability at 23 of
these sites is likely to be significant but not material to the Company's
consolidated financial position or results of operations.
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 materially 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, 1993.
8
SPECIAL ITEM. EXECUTIVE OFFICERS OF THE COMPANY.
INTERNATIONAL PAPER COMPANY
EXECUTIVE OFFICERS
AS OF MARCH 31, 1994
INCLUDING NAME, AGE, OFFICES AND POSITIONS HELD* AND
BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS
JOHN A. GEORGES, 63, chief executive officer and chairman of the board of
directors of the Company. He became president, chief operating officer and a
director in 1981, chief executive officer in 1984 and chairman of the board in
1985.
JOHN T. DILLON, 55, executive vice president-packaging. In 1982, he was
elected vice president and group executive-forest products and assumed
additional responsibilities for the wood products group in late 1985. In 1986,
he was elected a senior vice president-forest products, liquid packaging, and
folding carton and label. He was elected to his present position in 1987 and a
director in 1991.
JAMES P. MELICAN, 53, executive vice president-legal and external affairs.
He was elected vice president and general counsel in 1984, senior vice president
and general counsel in 1987 and assumed his present position in 1991.
C. WESLEY SMITH, 54, executive vice president-printing papers. He was
elected vice president manufacturing-white papers businesses in 1987 and
president-International Paper Europe in 1989. He assumed his present position in
1992.
MARK A. SUWYN, 51, executive vice president-forest and specialty products.
He was senior vice president-imaging systems, medical products and corporate
marketing with E.I. DuPont De Nemours & Company from 1990 to 1991 and prior to
that held the position of group vice president-imaging systems and medical
products from 1988 to 1990. He joined the Company in his present position in
1992.
ROBERT C. BUTLER, 63, senior vice president and chief financial officer. In
1983, he became group executive vice president and chief financial officer of
the National Broadcasting Company. He joined the Company in his present position
in 1988.
ROBERT M. BYRNES, 56, senior vice president-human resources. He was senior
vice president-human resources at Emhart Corporation from 1986 to 1989. He
joined the Company in his present position in 1989.
ANDREW R. LESSIN, 51, controller. He served as a staff vice president and
director-taxes of the Company from 1988 to 1990. He was elected to his current
position in 1990.
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* 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 1993
and 1992 are set forth on page 56 of the Annual Report and are incorporated
herein by reference.
As of March 22, 1994, there were 31,237 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 54 and 55 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 10, 16, 20, 26, 30 and 36 through 39 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 42 through 53 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 6 through 9 of the Company's Notice of 1994 Annual Meeting and Proxy
Statement, dated March 31, 1994 (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.'
As required by the Securities and Exchange Commission rules under Section
16 of the Securities Exchange Act of 1934, the Company notes that during 1993,
two officers inadvertently filed untimely reports on transactions in the
Company's common stock: Robert Byrnes, one report regarding two purchases by his
wife and Robert Butler, two reports regarding gifts.
ITEM 11. EXECUTIVE COMPENSATION.
A description of the compensation of the Company's executive officers is
set forth on pages 17, 18 and 20 through 23 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 State Street Bank and Trust Co.,
N.A., as Trustee of the Company's Salaried Savings Plan and Retirement Savings
Plan, respectively, which in the aggregate own 8.26% of the Company's shares of
common stock as of December 31, 1993. State Street Bank and Trust Co., N.A.
holds 8.924% of the Company's common stock and disclaims beneficial ownership of
the 8.26% which it holds as Trustee for the Company's benefit plans. The table
showing ownership of the Company's common stock by directors and by directors
and executive officers as a group is set forth on pages 5 and 6 of the Proxy
Statement, which information is incorporated herein by reference.
10
In 1989, the Company announced that it had authorized the purchase, from
time to time, of additional shares of its common stock for use in the Company's
benefit and shareholder plans and for general corporate purposes. As of December
31, 1993, 4.9 million common shares may be repurchased under this program.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None, other than those described under Item 11.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
EXHIBITS:
(10) (a) Form of Termination Agreement Tier I*
(b) Form of Termination Agreement, Tier II*
(c) Form of Termination Agreement, Tier III*
(11) Statement of Computation of Per Share Earnings
(13) 1993 Annual Report to Shareholders of the Company
(21) List of Significant Subsidiaries
(22) Proxy Statement, dated March 31, 1994
(23) Consent of Independent Public Accountants
(24) Power of Attorney
(99) (a) Management Incentive Plan*
(b) Long-Term Incentive Compensation Plan*
(c) Supplemental Unfunded Savings Plan for Senior Managers*
- ------------------
* Previously filed in the Annual Report on Form 10-K, for the year ended
December 31, 1992.
REPORTS ON FORM 8-K
Current Reports on Form 8-K were filed by the Company on October 28, 1993,
February 9, 1994 and March 11, 1994.
FINANCIAL STATEMENT SCHEDULES
The consolidated balance sheets as of December 31, 1993 and 1992 and the
related consolidated statements of earnings, cash flows and common shareholders'
equity for each of the three years ended December 31, 1993 and the related Notes
to Consolidated Financial Statements, together with the report thereon of Arthur
Andersen & Co., dated February 4, 1994, appearing on pages 42 through 53 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.
11
ADDITIONAL FINANCIAL DATA
1993, 1992 AND 1991
Report of Independent Public Accountants on Financial Statement Schedules ................................. 13
Consolidated Schedules:
V -- Property, Plant and Equipment.......................................................... 14-15
VI -- Accumulated Depreciation, Depletion and Amortization of Property, Plant and 16
Equipment..............................................................................
VIII -- Valuation and Qualifying Accounts...................................................... 17
IX -- Short-Term Borrowings.................................................................. 18
X -- Supplementary Earnings Statement Information........................................... 19
12
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULES
TO INTERNATIONAL PAPER COMPANY:
We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements included in the Company's 1993 Annual
Report to Shareholders incorporated by reference in this Form 10-K, and have
issued our report thereon dated February 4, 1994. Our audits were made for the
purpose of forming an opinion on those statements taken as a whole. The
schedules listed in the accompanying index are the responsibility of the
Company's management and are presented for purposes of complying with the
Securities and Exchange Commission's rules and are not part of the basic
financial statements. These schedules have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, fairly state 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 & CO.
New York, N.Y.
February 4, 1994
13
SCHEDULE V
INTERNATIONAL PAPER COMPANY AND CONSOLIDATED SUBSIDIARIES
SCHEDULE V--PROPERTY, PLANT AND EQUIPMENT
(IN MILLIONS)
FOR YEAR ENDED DECEMBER 31, 1993
- ----------------------------------------------------------------------------------------------------------------------------
BALANCE AT RETIREMENTS, BALANCE AT
BEGINNING ADDITIONS SALES OR END OF
CLASSIFICATION (A) OF PERIOD AT COST RECLASSIFICATIONS PERIOD
- ----------------------------------------------------------------------------------------------------------------------------
Plants, Properties and Equipment:
Mills................................................ $ 10,588 $ 554 $146 $ 10,996
Packaging plants..................................... 1,067 91 20 1,138
Wood products facilities............................. 1,082 77 (19) 1,178
Other plants, properties and equipment............... 1,801 172 108 1,865
-------- ----- ---- --------
Total........................................... $ 14,538 $ 894 $255 $ 15,177
-------- ----- ---- --------
-------- ----- ---- --------
FOR YEAR ENDED DECEMBER 31, 1992
- ----------------------------------------------------------------------------------------------------------------------------
BALANCE AT RETIREMENTS, BALANCE AT
BEGINNING ADDITIONS SALES OR END OF
CLASSIFICATION (A) OF PERIOD AT COST RECLASSIFICATIONS(B) PERIOD
- ----------------------------------------------------------------------------------------------------------------------------
Plants, Properties and Equipment:
Mills................................................ $ 9,194 $ 1,051 $ (343) $ 10,588
Packaging plants..................................... 922 110 (35) 1,067
Wood products facilities............................. 975 73 (34) 1,082
Other plants, properties and equipment............... 1,642 237 78 1,801
-------- ------- ------ --------
Total........................................... $ 12,733 $ 1,471 $ (334) $ 14,538
-------- ------- ------ --------
-------- ------- ------ --------
FOR YEAR ENDED DECEMBER 31, 1991
- ----------------------------------------------------------------------------------------------------------------------------
BALANCE AT RETIREMENTS, BALANCE AT
BEGINNING ADDITIONS SALES OR END OF
CLASSIFICATION (A) OF PERIOD AT COST RECLASSIFICATIONS PERIOD
- ----------------------------------------------------------------------------------------------------------------------------
Plants, Properties and Equipment:
Mills................................................ $ 8,459 $ 836 $101 $ 9,194
Packaging plants..................................... 791 166 35 922
Wood products facilities............................. 913 111 49 975
Other plants, properties and equipment............... 1,493 187 38 1,642
-------- ------- ---- --------
Total........................................... $ 11,656 $ 1,300 $223 $ 12,733
-------- ------- ---- --------
-------- ------- ---- --------
- ------------------
(A) The Company does not maintain detailed property accounts for all of its
properties classified as to land, buildings, equipment, etc.
(B) Includes currency translation effects, write-downs of assets under the
productivity improvement program and reclassifications related to the
adoption of SFAS No. 109.
- ------------------
Note: Certain reclassifications have been made to prior-year amounts to conform
with the current-year presentation.
14
SCHEDULE V
INTERNATIONAL PAPER COMPANY AND CONSOLIDATED SUBSIDIARIES
SCHEDULE V--PROPERTY, PLANT AND EQUIPMENT--(CONTINUED)
(IN MILLIONS)
FOR YEAR ENDED DECEMBER 31, 1993
- ------------------------------------------------------------------------------------------------------------------------------
COST OF
TIMBER
HARVESTED
BALANCE AT RETIREMENTS, CREDITED BALANCE AT
BEGINNING ADDITIONS SALES OR DIRECTLY END OF
CLASSIFICATION OF PERIOD AT COST RECLASSIFICATIONS TO ASSET PERIOD
- ------------------------------------------------------------------------------------------------------------------------------
Forestlands.................................... $759 $77 $(10) $(40) $786
---- --- ---- ---- ----
---- --- ---- ---- ----
FOR YEAR ENDED DECEMBER 31, 1992
- ------------------------------------------------------------------------------------------------------------------------------
COST OF
TIMBER
HARVESTED
BALANCE AT RETIREMENTS, CREDITED BALANCE AT
BEGINNING ADDITIONS SALES OR DIRECTLY END OF
CLASSIFICATION OF PERIOD AT COST RECLASSIFICATIONS TO ASSET PERIOD
- ------------------------------------------------------------------------------------------------------------------------------
Forestlands.................................... $743 $60 $(11) $(33) $759
---- --- ---- ---- ----
---- --- ---- ---- ----
FOR YEAR ENDED DECEMBER 31, 1991
- ------------------------------------------------------------------------------------------------------------------------------
COST OF
TIMBER
HARVESTED
BALANCE AT RETIREMENTS, CREDITED BALANCE AT
BEGINNING ADDITIONS SALES OR DIRECTLY END OF
CLASSIFICATION OF PERIOD AT COST RECLASSIFICATIONS TO ASSET PERIOD
- ------------------------------------------------------------------------------------------------------------------------------
Forestlands.................................... $751 $28 $(6) $(30) $743
---- --- --- ---- ----
---- --- --- ---- ----
- ------------------
Note: Certain reclassifications have been made to prior-year amounts to conform
with the current-year presentation.
15
SCHEDULE VI
INTERNATIONAL PAPER COMPANY AND CONSOLIDATED SUBSIDIARIES
SCHEDULE VI--ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
(IN MILLIONS)
FOR YEAR ENDED DECEMBER 31, 1993
- ----------------------------------------------------------------------------------------------------------------------------
BALANCE AT RETIREMENTS, BALANCE AT
BEGINNING SALES OR END OF
CLASSIFICATION OF PERIOD DEPRECIATION RECLASSIFICATIONS PERIOD
- ----------------------------------------------------------------------------------------------------------------------------
Plants, Properties and Equipment:
Mills................................................ $4,031 $550 $ 70 $4,511
Packaging plants..................................... 460 66 15 511
Wood products facilities............................. 431 71 (7) 509
Other plants, properties and equipment............... 732 140 98 774
------ ---- ---- ------
Total........................................... $5,654 $827 $176 $6,305
------ ---- ---- ------
------ ---- ---- ------
FOR YEAR ENDED DECEMBER 31, 1992
- ----------------------------------------------------------------------------------------------------------------------------
BALANCE AT RETIREMENTS, BALANCE AT
BEGINNING SALES OR END OF
CLASSIFICATION OF PERIOD DEPRECIATION RECLASSIFICATIONS PERIOD
- ----------------------------------------------------------------------------------------------------------------------------
Plants, Properties and Equipment:
Mills................................................ $3,520 $535 $ 24 $4,031
Packaging plants..................................... 391 61 (8) 460
Wood products facilities............................. 355 65 (11) 431
Other plants, properties and equipment............... 619 121 8 732
------ ---- ---- ------
Total........................................... $4,885 $782 $ 13 $5,654
------ ---- ---- ------
------ ---- ---- ------
FOR YEAR ENDED DECEMBER 31, 1991
- ----------------------------------------------------------------------------------------------------------------------------
BALANCE AT RETIREMENTS, BALANCE AT
BEGINNING SALES OR END OF
CLASSIFICATION OF PERIOD DEPRECIATION RECLASSIFICATIONS PERIOD
- ----------------------------------------------------------------------------------------------------------------------------
Plants, Properties and Equipment:
Mills................................................ $3,115 $461 $ 56 $3,520
Packaging plants..................................... 370 49 28 391
Wood products facilities............................. 348 52 45 355
Other plants, properties and equipment............... 536 106 23 619
------ ---- ---- ------
Total........................................... $4,369 $668 $152 $4,885
------ ---- ---- ------
------ ---- ---- ------
- ------------------
Note: Certain reclassifications have been made to prior-year amounts to conform
with the current-year presentation.
16
SCHEDULE VIII
INTERNATIONAL PAPER COMPANY AND CONSOLIDATED SUBSIDIARIES
SCHEDULE VIII--VALUATION AND QUALIFYING ACCOUNTS
(IN MILLIONS)
FOR YEAR ENDED DECEMBER 31, 1993
- --------------------------------------------------------------------------------------------------------------------------
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................... $91 $29 $ 0 $(16)(A) $104
--- --- --- ---- ----
--- --- --- ---- ----
FOR YEAR ENDED DECEMBER 31, 1992
- --------------------------------------------------------------------------------------------------------------------------
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................... $74 $23 $ 9 $(15)(A) $ 91
--- --- --- ---- ----
--- --- --- ---- ----
FOR YEAR ENDED DECEMBER 31, 1991
- --------------------------------------------------------------------------------------------------------------------------
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................... $57 $32 $ 0 $(15)(A) $ 74
--- --- --- ---- ----
--- --- --- ---- ----
- ------------------
(A) Primarily write-offs, less recoveries, of accounts determined to be
uncollectible.
17
SCHEDULE IX
INTERNATIONAL PAPER COMPANY AND CONSOLIDATED SUBSIDIARIES
SCHEDULE IX--SHORT-TERM BORROWINGS
(IN MILLIONS)
FOR YEAR ENDED DECEMBER 31, 1993
- -------------------------------------------------------------------------------------------------------------------------
WEIGHTED
MAXIMUM AVERAGE AVERAGE
WEIGHTED AMOUNT AMOUNT INTEREST
BALANCE AT AVERAGE OUTSTANDING OUTSTANDING RATE
CATEGORY OF AGGREGATE END OF INTEREST DURING THE DURING THE DURING THE
SHORT-TERM BORROWINGS PERIOD RATE PERIOD PERIOD(3) PERIOD(4)
- -------------------------------------------------------------------------------------------------------------------------
Notes payable(1).................................. $ 766 6.04% $ 1,266 $ 1,159 4.60%
Commercial paper and bank notes(2)................ $1,145 3.53% $ 1,174 $ 1,013 3.53%
FOR YEAR ENDED DECEMBER 31, 1992
- -------------------------------------------------------------------------------------------------------------------------
WEIGHTED
MAXIMUM AVERAGE AVERAGE
WEIGHTED AMOUNT AMOUNT INTEREST
BALANCE AT AVERAGE OUTSTANDING OUTSTANDING RATE
CATEGORY OF AGGREGATE END OF INTEREST DURING THE DURING THE DURING THE
SHORT-TERM BORROWINGS PERIOD RATE PERIOD PERIOD(3) PERIOD(4)
- -------------------------------------------------------------------------------------------------------------------------
Notes payable(1).................................. $1,164 5.31% $ 1,164 $ 818 4.49%
Commercial paper and bank notes(2)................ $1,093 4.17% $ 1,098 $ 748 4.11%
FOR YEAR ENDED DECEMBER 31, 1991
- -------------------------------------------------------------------------------------------------------------------------
WEIGHTED
MAXIMUM AVERAGE AVERAGE
WEIGHTED AMOUNT AMOUNT INTEREST
BALANCE AT AVERAGE OUTSTANDING OUTSTANDING RATE
CATEGORY OF AGGREGATE END OF INTEREST DURING THE DURING THE DURING THE
SHORT-TERM BORROWINGS PERIOD RATE PERIOD PERIOD(3) PERIOD(4)
- -------------------------------------------------------------------------------------------------------------------------
Notes payable(1).................................. $1,201 6.29% $ 1,201 $ 883 8.38%
Commercial paper and bank notes(2)................ $ 380 5.33% $ 585 $ 308 6.25%
- ------------------
(1) Consists of domestic and international bank borrowings with various due
dates.
(2) Generally matures thirty days from date of issue with no provisions for
extension of maturity.
(3) Computed based on an average of month-end balances.
(4) Computed using monthly principal balances and stated month-end interest
rates.
18
SCHEDULE X
INTERNATIONAL PAPER COMPANY AND CONSOLIDATED SUBSIDIARIES
SCHEDULE X--SUPPLEMENTARY EARNINGS STATEMENT INFORMATION
(IN MILLIONS)
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
1993 1992 1991
---- ---- ----
Maintenance and repairs.................................. $680 $667 $617
---- ---- ----
---- ---- ----
19
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, SECRETARY
March 31, 1994
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 A. GEORGES Chairman of the Board, March 31, 1994
- -------------------------------------------------------------- Chief Executive
(JOHN A. GEORGES) Officer and Director
JOHN T. DILLON* Executive Vice March 31, 1994
- -------------------------------------------------------------- President and Director
(JOHN T. DILLON)
WILLARD C. BUTCHER* Director March 31, 1994
- --------------------------------------------------------------
(WILLARD C. BUTCHER)
FREDERICK B. DENT* Director March 31, 1994
- --------------------------------------------------------------
(FREDERICK B. DENT)
WILLIAM M. ELLINGHAUS* Director March 31, 1994
- --------------------------------------------------------------
(WILLIAM M. ELLINGHAUS)
STANLEY C. GAULT* Director March 31, 1994
- --------------------------------------------------------------
(STANLEY C. GAULT)
THOMAS C. GRAHAM* Director March 31, 1994
- --------------------------------------------------------------
(THOMAS C. GRAHAM)
ARTHUR G. HANSEN* Director March 31, 1994
- --------------------------------------------------------------
(ARTHUR G. HANSEN)
WILLIAM G. KUHNS* Director March 31, 1994
- --------------------------------------------------------------
(WILLIAM G. KUHNS)
PATRICK F. NOONAN* Director March 31, 1994
- --------------------------------------------------------------
(PATRICK F. NOONAN)
DONALD F. MCHENRY* Director March 31, 1994
- --------------------------------------------------------------
(DONALD F. MCHENRY)
20
NAME TITLE DATE
- -------------------------------------------------------------- ----------------------- ---------------
JANE C. PFEIFFER* Director March 31, 1994
- --------------------------------------------------------------
(JANE C. PFEIFFER)
SAMUEL R. PIERCE, JR.* Director March 31, 1994
- --------------------------------------------------------------
(SAMUEL R. PIERCE, JR.)
EDMUND T. PRATT, JR.* Director March 31, 1994
- --------------------------------------------------------------
(EDMUND T. PRATT, JR.)
ROGER B. SMITH* Director March 31, 1994
- --------------------------------------------------------------
(ROGER B. SMITH)
ROBERT C. BUTLER Senior Vice President March 31, 1994
- -------------------------------------------------------------- and Chief Financial
(ROBERT C. BUTLER) Officer
ANDREW R. LESSIN Controller and Chief March 31, 1994
- -------------------------------------------------------------- Accounting Officer
(ANDREW R. LESSIN)
By *By JAMES W. GUEDRY
-----------------------------------------------------------
(JAMES W. GUEDRY, ATTORNEY-IN-FACT)
21
APPENDIX I
1993 LISTING OF FACILITIES
PRINTING PAPERS
COATED AND UNCOATED
PAPERS AND BRISTOLS
Domestic:
Mobile, Alabama
Selma, Alabama
(Riverdale Mill)
Camden, Arkansas
Pine Bluff, Arkansas
Bastrop, Louisiana
(Louisiana Mill)
Springhill, Louisiana
(C&D Center)
Jay, Maine
(Androscoggin Mill)
Moss Point, Mississippi
Corinth, New York
(Hudson River Mill)
Oswego, New York
Ticonderoga, New York
Erie, Pennsylvania
Lock Haven, Pennsylvania
Georgetown, South Carolina
International:
Cali, Colombia
Coloto, Colombia
Strasbourg, France
(La Robertsau Mill)
Clermont-Ferrand, France
(Corimex Mill)
Annecy, France
(Cran Mill)
Saillat, France
Genoble, France
(Lancey and
Pont De Claix Mills)
Maresquel, France
Saint Die, France
(Anould Mill)
Bergisch Gladbach, Germany
(Gorhrsmuhle Mill)
Duren, Germany
(Reflex and Neumuhl Mills)
Kwidzyn, Poland
PAPER AND SPECIALTY PULPS
Selma, Alabama
(Riverdale Mill)
Jay, Maine
(Androscoggin Mill)
Natchez, Mississippi
Erie, Pennsylvania
Georgetown, South Carolina
Texarkana, Texas
FINE & PRINTING PAPERS
Strathmore Paper Company
Miller Falls, Massachusetts
Turners Falls, Massachusetts
Westfield, Massachusetts
West Springfield, Massachusetts
Woronoco, Massachusetts
Merrill, Wisconsin
Beckett Paper Company
Hamilton, Ohio
PACKAGING
CONTAINERBOARD
Domestic:
Mansfield, Louisiana
Pineville, Louisiana
Vicksburg, Mississippi
Gardiner, Oregon
International:
Arles, France
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
Presque Isle, Maine
Detroit, Michigan
Minneapolis, Minnesota
Geneva, New York
Tallman, New York
Statesville, North Carolina
Cincinnati, Ohio
Wooster, Ohio
Mount Carmel, Pennsylvania
Georgetown, South Carolina
Nashville, Tennessee
Dallas, Texas
Edinburg, Texas
El Paso, Texas
Delevan, Wisconsin
Fond du Lac, Wisconsin
International:
Las Palmas, Canary Islands
Arles, France
Chalon-sur-Saone, France
Chantilly, France
Creil, France
LePuy, France
Mortagne, France
Guadeloupe, French West Indies
Martinique, French West Indies
Bellusco, Italy
Catania, Italy
Pedemonte, Italy
Pomezia, Italy
San Felice, Italy
Barcelona, Spain
Bilbao, Spain
Valladolid, Spain
Winsford, United Kingdom
A-1
BLEACHED BOARD
Pine Bluff, Arkansas
Bastrop, Louisiana
(Louisiana Mill)
Moss Point, Mississippi
Georgetown, South Carolina
Texarkana, Texas
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:
Edmonton, Alberta, Canada
Burnaby, British
Columbia, Canada
London, Ontario, Canada
Longueil, Quebec, Canada
Santiago, Dominican Republic
Tel Aviv, Israel
Perugia, Italy
Kingston, Jamaica
Tokyo, Japan
Seoul, Korea
Taipei, Taiwan
Caracas, Venezuela
FOLDING CARTON
Clinton, lowa
Hopkinsville, Kentucky
Raleigh, North Carolina
Cincinnati, Ohio
Richmond, Virginia
LABEL
Commerce, California
Newark, California
Peoria, Illinois
Bowling Green, Kentucky
KRAFT PACKAGING
Mobile, Alabama
Camden, Arkansas
Jay, Maine (Androscoggin Mill)
Moss Point, Mississippi
GROCERY BAGS & SACKS
Mobile, Alabama
Jackson, Tennessee
MULTIWALL BAGS
Camden, Arkansas
Pittsburg, Kansas
Wilmington, Ohio
ENVELOPES
Glendale, California
Los Angeles, California
San Francisco, California
Chicago, Illinois
Westfield, Massachusetts
Richmond, Virginia (2 plants)
DISTRIBUTION
WHOLESALE AND RETAIL DISTRIBUTION
(255 distribution branches)
ResourceNet
International/Domestic:
Arvey Paper and Office Products
Chicago, Illinois
25 locations nationwide
Carter Rice
Boston, Massachusetts
16 branches in New England,
Middle Atlantic States
and District of Columbia
CDA Distributors
Erlanger, Kentucky
21 branches in the Midwest,
South, New England and
Middle Atlantic States
Dillard Paper
Greensboro, North Carolina
85 branches in the Middle
Atlantic States and
Southeast
Dixon Paper Company
Denver, Colorado
23 branches in the West and
Midwest
Industrial Materials Distributors
Erlanger, Kentucky
13 branches in New England,
and Middle Atlantic States,
Midwest, South and West
Ingram Paper
City of Industry, California
7 locations in the
Southwest and Hawaii
JB Papers, Inc.
Union, New Jersey
3 locations in the
Northeast
Leslie Paper Company
Minneapolis, Minnesota
16 locations in the
Midwest
Western Pacific
Portland, Oregon
3 locations in the Northwest
Western Paper Company
Overland Park, Kansas
43 branches in the West,
Midwest and South
A-2
International:
Plastic & Paper Sales, Ltd.
Toronto, Ontario, Canada
Aussedat Rey France
Distribution S.A., Pantin, France
Scaldia Papier BV,
Nijmegen, Netherlands
Masonite CP Ltd.
Leeds, United Kingdom
FOREST PRODUCTS
Domestic:
Maplesville, Alabama
Tuscaloosa, Alabama
Gurdon, Arkansas
Leola, Arkansas
Whelen Springs, Arkansas
DeRidder, Louisiana
Springhill, Louisiana
Morton, Mississippi
Wiggins, Mississippi
Joplin, Missouri
Pleasant Hill, Missouri
Madison, New Hampshire
Sampit, South Carolina
Henderson, Texas
Mineola, Texas
Nacogdoches, Texas
New Boston, Texas
Building Products
Ukiah, California
Lisbon Falls, Maine
Laurel, Mississippi
Gulfport, Mississippi
Fiberboard
Spring Hope, North Carolina
Pilot Rock, Oregon
Marion, South Carolina
Particleboard
Danville, Virginia
Stuart, Virginia
Waverly, Virginia
Slaughter
Dallas, Texas
2 branches in the Southwest
and Northwest
McEwen Lumber Company
High Point, North Carolina
14 branches in the Southeast
International:
INTAMASA
Cella, Spain
Masonite Africa Limited
Estcourt Plant
Ezebilt Products (PTY) Ltd.
FORESTLANDS
Approximately 6.2 million
acres in the South, Northeast
and Northwest
REALTY PROJECTS
Haig Point Plantation
Daufuskie Island, South Carolina
SPECIALTY PRODUCTS
NONWOVEN PRODUCTS
Domestic:
Athens, Georgia
Griswoldville, Massachusetts
Walpole, Massachusetts
Lewisburg, Pennsylvania
Bethune, South Carolina
Green Bay, Wisconsin
International:
Liege, Belgium
Toronto, Ontario, Canada
Yokohama, Japan
Braunton, United Kingdom
Hong Kong
IMAGING PRODUCTS
Domestic:
Jacksonville, Florida
Holyoke, Massachusetts
Binghamton, New York
International:
Melbourne, Australia
Saint-Priest, France
Munich, Germany
Mobberley, Great Britain
Morley, Great Britain
Fribourg, Switzerland
CHEMICAL PRODUCTS
Domestic:
Panama City, Florida
Pensacola, Florida
Port St. Joe, Florida
Oakdale, Louisiana
Springhill, Louisiana
Gulfport, Mississippi
Picayune, Mississippi
International:
Sandarne, Sweden
Greaker, Norway
MINERALS
Alvin, Texas
Houston, Texas
Midland, Texas
SPECIALTY PANELS AND LAMINATED PRODUCTS
Domestic:
Chino, California
Cordele, Georgia
Elkhart, Indiana
Newton, Kansas
Glasgow, Kentucky
Louisville, Kentucky
Monticello, Kentucky
Odenton, Maryland
Montevideo, Minnesota
Statesville, North Carolina
Tarboro, North Carolina
Towanda, Pennsylvania
Portland, Tennessee
Marshfield, Wisconsin
Oshkosh, Wisconsin
International:
Bergerac, France (Couze Mill)
Ussel, France
Barcelona, Spain (Durion Mill)
INDUSTRIAL AND PACKAGING PAPERS
Thilmany Pulp & Paper Company
Knoxville, Tennessee
Kaukauna, Wisconsin
Nicolet Paper Company
De Pere, Wisconsin
Jay, Maine
(Androscoggin Mill)
Akrosil
Domestic:
Menasha, Wisconsin
Lancaster, Ohio
International:
Limburg, Netherlands
A-3
(INTERNATIONAL PAPER LOGO)
PRINTED ON HAMMERMILL PAPERS ACCENT OPAQUE, 50 LBS.
HAMMERMILL PAPERS IS A DIVISION OF INTERNATIONAL PAPER.
EXHIBIT INDEX
Exhibits: Page No.
--------- --------
(10)(a) Form of Termination Agreement Tier I*
(b) Form of Termination Agreement, Tier II*
(c) Form of Termination Agreement, Tier III*
(11) Statement of Computation of Per Share Earnings
(13) 1993 Annual Report to Shareholders of the Company
(21) List of Significant Subsidiaries
(22) Proxy Statement, dated March 31, 1994
(23) Consent of Independent Public Accountants
(24) Power of Attorney
(99)(a) Management Incentive Plan*
(b) Long-Term Incentive Compensation Plan*
(c) Supplemental Unfunded Savings Plan for Senior Managers*
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* Previously filed in the Annual Report on Form 10-K, for the year ended
December 31, 1992.