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 and wood products; and distributes paper and office supply products in the United States, Europe and the Pacific Rim. 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 24 pulp and paper mills, 52 converting and packaging plants, 29 wood products facilities, 15 specialty panels and laminated products plants and six nonwoven products facilities. Production facilities in Europe, Asia, Latin America and Canada include 14 pulp and paper mills, 30 converting and packaging plants, two wood products facilities, four specialty panels and laminated products plants and four nonwoven products facilities.
The Company distributes fine paper, printing and industrial products and building materials, primarily manufactured by other companies, through over 300 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 three international locations), and engages in domestic oil and gas and real estate activities.
Through its acquisition of Carter Holt Harvey, the Company, primarily in New Zealand and Australia, operates seven mills producing pulp and paper, packaging and tissue products, 32 converting and packaging facilities, 49 wood products manufacturing and distribution facilities, and nine building products plants. Carter Holt Harvey distributes paper and packaging products through 18 distribution branches located in New Zealand and Australia. In New Zealand, Carter Holt Harvey controls approximately 800,000 acres of forestlands.
In January 1995, the Company acquired the assets of two Michigan-based paper distributors, Carpenter Paper Company and Seaman-Patrick Paper Company. In March 1994, the Company, through a subsidiary, acquired from Brierley Investments Limited (Brierley) an additional 8 percent interest in Carter Holt Harvey Limited (Carter Holt Harvey), a major New Zealand forest and paper products company with substantial assets in Chile. The purchase increased the Company's ownership of Carter Holt Harvey to 24 percent. In April 1995, the Company acquired from Brierley their remaining 131.8 million shares of Carter Holt Harvey for NZ$470 million (approximately $316 million). Further in April 1995, an additional 325.8 million Carter Holt Harvey shares were acquired by the Company through a subsidiary in open-market purchases for NZ$3.80 per share (approximately $834 million) bringing the Company's total ownership in Carter Holt Harvey to 50.2% on a fully diluted basis. Beginning May 1, 1995, Carter Holt Harvey was consolidated in the financial statements of the Company. The Company in September 1995, acquired Micarta, the high pressure laminates business of Westinghouse located in Hampton, South Carolina and in October 1995, acquired the inks and adhesives resin business of DSM located in Niort, France.
In July 1994, the Company, through a subsidiary, acquired certain assets of Papelera Kif and Ogi Papel, distributors of printing papers in Juarez and Chihuahua, Mexico. In December 1994, the Company completed a merger with Kirk Paper Corporation, a paper distributor located in Downey, California using the pooling-of-interests accounting method, and acquired additional stock of Zanders Feinpapiere AG.
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, J.B. 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.
All of the 1995, 1994 and 1993 acquisitions, except the merger with Kirk Paper Corporation, were accounted for using the purchase method. The pro-forma consolidated results of operations reflecting the 1995 acquisitions are presented on page 58 of the Company's 1995 Annual Report to Shareholders (the "Annual Report"), which information is incorporated herein by reference. The effects of the 1994 and 1993 mergers and acquisitions, both individually and in the aggregate, were not significant to the Company's consolidated financial statements.
A further discussion of mergers and acquisitions can be found on pages 44, 57 and 58 of the Company's Annual Report, which information is incorporated herein by reference.
- ------------------ * Unless otherwise indicated by the context, the terms 'Company' and 'International Paper' are used interchangeably to describe International Paper Company and its consolidated subsidiaries.
From 1991 through 1995, International Paper's capital expenditures approximated $6.2 billion, excluding mergers and acquisitions. These expenditures reflect continuing efforts to improve product quality and environmental performance, lower costs, expand production capacity, and acquire and improve forestlands. Capital spending in 1995 was approximately $1.5 billion and is budgeted to be approximately $1.4 billion in 1996. A further discussion of capital expenditures can be found on pages 44 and 45 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 6.0 million acres of forestlands in the United States at December 31, 1995. IPT was formed to succeed to substantially all of International Paper's forest products business for the period 1985 through 2035, unless earlier terminated. Through its subsidiary Carter Holt Harvey, the Company controls approximately 800,000 acres of forestlands in New Zealand.
In March 1996, IPT signed a contract to sell a 98% general partnership interest in a subsidiary partnership owning all of IPT's Western region assets, which includes approximately 300,000 acres of forestlands in Oregon and Washington. IPT will retain a 1% limited partner's interest and a preferred interest of approximately $135 million. IP Forest Resources Company, the managing general partner of IPT will own another 1% interest.
In March 1996, the Company completed its announced merger with Federal Paper Board. For a further discussion of this merger, see pages 44 and 58 of the Company's 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 10, 18, 24, 34, 40, 45 and 50 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 49 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, 18, 24, 34, 40 and 44 through 48 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 5 through 41 of the Annual Report, which information is incorporated herein by reference.
Production of major products for 1995, 1994 and 1993 was as follows:
PRODUCTION BY PRODUCTS (UNAUDITED)
- ------------------ (1) This excludes market pulp purchases of approximately 700,000 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. (4) Includes amounts for Carter Holt Harvey as applicable from May 1, 1995. (5) 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; Mobile, Alabama; 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; 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 $110.8 million in 1995, $102.6 million in 1994 and $94.7 million in 1993.
ENVIRONMENTAL PROTECTION
Control over pollutants discharged into the air, water and groundwater to avoid significant adverse impacts on the environment and achieve 100% compliance with applicable law and 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. The Company expects the pending merger with Federal to increase environmental expenditures. The amount of these expenditures will be determined after the merger is completed. The discussions in the following paragraphs are based on International Paper facilities at the end of 1995.
A total of $108 million was spent in 1995 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 $175 million in 1996 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 1997 through 1998 is in the range of $390 million to $650 million.
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. This proposal is known as 'Cluster Rulemaking.' 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 rules 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 Rulemaking 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 the Congress and EPA over the last two 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 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 43, 47 and 48 of the Annual Report, which information is incorporated herein by reference.
As of December 31, 1995, $916 million of industrial and pollution control revenue bonds, secured by Company contractual obligations, were outstanding in 57 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, 1995, the Company had approximately 81,500 employees, of whom approximately 51,000 were located in the United States and the remainder overseas. Of the domestic employees, approximately 33,000 are hourly employees, approximately 15,000 of whom are represented by the United Paperworkers International Union.
During 1995, new labor agreements were reached at the Erie and Georgetown Mills. Currently, negotiations are still in progress at the Hudson River Mill.
During 1996, labor agreements are scheduled to be negotiated at the following mills: Gardiner, Pineville, Texarkana, Thilmany, Ticonderoga and Woronoco. During 1997, labor agreements are scheduled to be negotiated at the following mills: Mobile, Riverdale, Oswego, Millers Falls, and Vicksburg.
During 1995, labor agreements expired at 11 packaging plants, four specialty products plants and four distribution operations. Multi-year labor agreements were negotiated at each location except three packaging plants, one specialty products plant and two distribution operations where negotiations were still in progress at year end. One land and timber operation has a contract open from a previous year.
RAW MATERIALS
For information as to the sources and availability of raw materials essential to the Company's business, see Item 2
ITEM 2. PROPERTIES.
FORESTLANDS
The principal raw material used by International Paper is wood in various forms. At December 31, 1995, IPT, a limited partnership in which the Company has a majority ownership interest, controlled approximately 5.9 million acres of forestlands in the U.S. while an additional 0.1 million acres are held under short-term leases to International Paper. In March 1996, IPT signed a contract to sell a 98% general partnership interest in a subsidiary partnership owning all of IPT's Western region assets, which includes approximately 300,000 acres of forestlands in Oregon and Washington.
During 1995, such forestlands supplied 1.5 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: 12% in its Northern mills, 16% 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, 3.4 million cords of IPT's wood were sold to other users in 1995.
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 44 and 45 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 1996, as of December 31, 1995, are set forth on pages 44 through 46 and 58 of the Annual Report, which information is incorporated herein by reference.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
DIOXIN LITIGATION
On June 11, 1993, a lawsuit purporting to be a class action was filed by individuals against the Company, Dow Chemical and individual employees of both companies in the 18th Judicial District of Louisiana seeking compensatory and punitive damages of an unspecified amount, alleging that the Company polluted Staulkinghead Creek and all waterways south thereof, by discharging chemicals, including dioxin, from its Bastrop, Louisiana mill. The case was removed to the U.S. District Court for the Middle District of Louisiana. On June 22, 1994, the Court entered an order dismissing Dow and its employees from the case. The Plaintiff appealed this ruling challenging among other things federal jurisdiction. The Fifth Circuit Court of Appeals ruled in favor of the defendants on all issues and returned the case to the Federal District Court. The case is still before that court for the determination of class certification.
Beginning in November of 1990, the Company was 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 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 four were dismissed and the remaining five were resolved by summary judgments in favor of the Company.
On May 24, 1993, a wrongful death action was filed in Mississippi state court against the Company claiming the 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 raised claims similar to those in the previously-filed lawsuits and also contained specific allegations relating to the disposal of sludge by the mill. The plaintiff sought compensatory damages of $1 million and punitive damages of $20 million. The case was removed to the U.S. District Court for the Southern District of Mississippi. In August of 1995 the federal court granted the Company's motion for summary judgment and this case is now concluded.
All of the 64 cases that had been pending in the Mississippi state court had been consolidated before one judge. Pursuant to a scheduling order a bellwhether trial with six plaintiffs was set for trial in November, 1995. However, prior to trial, the court granted the Company's motions for summary judgment against those specific plaintiffs. Thereafter the Company filed similar motions for summary judgment in some of the remaining cases. These motions were granted on March 4, 1996, resulting in the dismissal of 29 cases and 3,094 plaintiffs. The Company has filed or will file similar motions in all the remaining cases.
In summary, taking into account various dismissals, there are 36 cases pending in state court and none in Federal Court for a total of 36 Mississippi cases as of March 5, 1996. In these cases, there are a total of 1,981 plaintiffs seeking compensatory and punitive damages and injunctive relief. While any of this litigation has an element of uncertainty, the Company believes that in the very near future it will prevail on its motions for summary judgment, thereby eliminating all the remaining cases. The Company further 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 the 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 was appealed. On September 28, 1994, the Maine Superior Court vacated most of the penalty the Town had assessed, leaving $22,000 in place but providing the Town with the opportunity to reassess the penalty on four violations. The Town appealed this decision to the Maine Supreme Judicial Court, the State's highest court, sitting as the Law Court. By decision, dated October 6, 1995, the Law Court affirmed the decision of the Superior Court. On October 20, 1995, the Town asked the Law Court to reconsider its decision. On November 10, 1995, the Law Court denied the Town's request.
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. On March 9, 1994, the State commenced an action in the Maine Superior Court but no specific amount is claimed in the complaint. With the conclusion of the litigation with the Town of Jay, settlement discussions with the State have resumed.
On September 26, 1994, the EPA issued a Complaint and Compliance Order alleging that a facility in Gulfport, Mississippi owned and operated by Arizona Chemical Company ('Arizona'), wholly owned subsidiary of the Company, violated regulations governing the burning of hazardous waste fuel in an industrial boiler. The Complaint sought a civil penalty of $712,350. On September 29, 1995, Arizona settled the matter on terms which included a civil penalty of $442,150.
The United States Attorney's Office for the Southern District of Mississippi and EPA Region IV, are investigating Arizona through a Federal Grand Jury. Arizona has been informed that it is a target of the investigation, which relates to environmental issues at Arizona facilities in Gulfport and Picayune, Mississippi. Arizona is cooperating with the investigation. EPA criminal investigators have interviewed some of Arizona's current and former employees with respect to the foregoing matters and several have testified before the Federal Grand Jury. The Company and Arizona have also received Federal Grand Jury subpoenas seeking production of documents relating to these matters, and have complied with the subpoenas. We are unable to predict the outcome of the investigation.
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.
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 January 18, 1995, a consent decree which resolves this matter was lodged with the U.S. District Court for the Northern District of California. The consent decree includes a civil penalty of $600,000. The consent decree was challenged by a citizen's group and the decree has not yet been entered by the court.
A lawsuit purporting to be a nationwide class action was filed against the Company and Masonite, on December 27, 1994 in Mobile County Circuit Court, Mobile, Alabama. This lawsuit alleges that hardboard siding, which is used as exterior cladding for residential dwellings and is manufactured by Masonite, fails prematurely, allowing moisture intrusion. It is further alleged that the presence of moisture in turn causes the failure of the structure underneath the siding. The class, which has been certified, consists of all owners of homes in the United States having Masonite hardboard siding. It is impossible to know how many homes may have this siding, but it is estimated that there are hundreds of thousands. 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 has been remanded to the Mobile County Circuit Court. The Company and Masonite feel that there are valid defenses to this case and will 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 lawsuit will not have a materially adverse effect on its consolidated financial position or results of operations.
As of March 30, 1996, 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 68 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 26 of these sites; that liability is not likely to be significant at 26 sites; and that estimates of liability at 16 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.
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, 1995.
SPECIAL ITEM. EXECUTIVE OFFICERS OF THE COMPANY.
INTERNATIONAL PAPER COMPANY EXECUTIVE OFFICERS AS OF FEBRUARY 29, 1996
INCLUDING NAME, AGE, OFFICES AND POSITIONS HELD(1) AND BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS
JOHN A. GEORGES, 65, chief executive officer and chairman of the board of directors of the Company since 1985(2).
JOHN T. DILLON, 57, president and chief operating officer(3). He was executive vice president-packaging since 1987, until he assumed his current position in 1995.
W. MICHAEL AMICK, 55, 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, 55, executive vice president-legal and external affairs. He assumed his current position in 1991.
DAVID W. OSKIN, 53, 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.
C. WESLEY SMITH, 56, executive vice president-printing papers. He was elected president-International Paper Europe in 1989 and assumed his present position in 1992.
MILAN J. TURK, 57, 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, 58, senior vice president-human resources since 1989.
MARIANNE M. PARRS, 51, 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, 53, vice president and controller since 1995. Prior thereto he was the controller since 1990.
WILLIAM B. LYTTON, 47, vice president and general counsel. He was vice president and general counsel for GE Aerospace from 1990 to 1993; vice president and associate general counsel for Martin Marietta from 1993 to 1995; and vice president and general counsel for Lockheed Martin Electronics from 1995 to 1996. He assumed his current position in 1996.
- ------------------ (1) Executive officers of International Paper are elected to hold office until the next annual meeting of the board of directors following the annual meeting of shareholders and until election of successors, subject to removal by the board.
(2) Mr. Georges has announced his retirement as Chairman and Chief Executive Officer of the Company, effective March 31, 1996. He will continue as a director of the Company.
(3) On April 1, 1996, Mr. Dillon will become the Chairman and Chief Executive Officer of the Company.
PART II
ITEM 5.
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 1995 and 1994 are set forth on page 68 of the Annual Report and are incorporated herein by reference.
As of March 22, 1996, there were 33,719 holders of record of the Company's common stock.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
The comparative columnar table showing selected financial data for the Company is set forth on pages 66 and 67 of the Annual Report and is incorporated herein by reference.
ITEM 7.
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, 18, 24, 34, 40 and 44 through 48 of the Annual Report and are incorporated herein by reference.
ITEM 8.
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 51 through 65 of the Annual Report and are incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The directors of the Company and their business experience are set forth on pages 8 through 11 of the Company's Notice of 1996 Annual Meeting and Proxy Statement, dated March 29, 1996 (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.
ITEM 11. EXECUTIVE COMPENSATION.
A description of the compensation of the Company's executive officers is set forth on pages 13, 14 and 16 through 19 of the Proxy Statement and is incorporated herein by reference.
ITEM 12.
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 7.68% of the Company's shares of common stock as of December 31, 1995. State Street Bank and Trust Co., N.A. holds 8.46% of the Company's common stock and disclaims beneficial ownership of the Company's common stock 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 6 and 7 of the Proxy Statement, which information is incorporated herein by reference.
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, 1995, 9.8 million common shares may be repurchased under this program.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None, other than those described under Item 11.
FORWARD-LOOKING INFORMATION
THIS 1995 ANNUAL REPORT ON FORM 10-K CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS CONCERNING PROJECTED COST SAVINGS AND PROFITABILITY OF INTERNATIONAL PAPER. ACTUAL RESULTS MAY DIFFER BASED ON UNANTICIPATED CHANGES IN THE U.S. AND INTERNATIONAL ECONOMIES, PRICING AND DEMAND FOR THE COMPANY'S PRODUCTS, RAW MATERIAL COSTS, LOWER THAN ANTICIPATED SAVINGS FROM RESTRUCTURING AND 'WRITE-OFF' CHARGES, OR LOWER THAN EXPECTED EFFICIENCIES FROM HIGH-PERFORMANCE WORK SYSTEMS AND OTHER PRODUCTIVITY AND COST-OF-QUALITY INITIATIVES.
PART IV
ITEM 14.
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* (d) Revolving Credit Agreement, dated January 24, 1995** (11) Statement of Computation of Per Share Earnings (12) Computation of Ratio of Earnings to Fixed Charges (13) 1995 Annual Report to Shareholders of the Company (21) List of Significant Subsidiaries (22) Proxy Statement, dated March 29, 1996 (23) Consent of Independent Public Accountants (24) Power of Attorney (27) Financial Data Schedule (99) (a) Management Incentive Plan* (b) Long-Term Incentive Compensation Plan* (c) Unfunded Savings Plan for Senior Managers** (d) Non-Funded Deferred Compensation Plan for Non-Employee Directors**
- ------------------ * Previously filed in the Annual Report on Form 10-K, for the year ended December 31, 1992.
** Previously filed in the Annual Report on Form 10-K for the year ended December 31, 1994.
REPORTS ON FORM 8-K
Current Reports on Form 8-K were filed by the Company on November 13, 1995, December 5, 1995, February 1, 1996, February 15, 1996, March 8, 1996 and March 27, 1996.
FINANCIAL STATEMENT SCHEDULES
The consolidated balance sheets as of December 31, 1995 and 1994 and the related consolidated statements of earnings, cash flows and common shareholders' equity for each of the three years ended December 31, 1995 and the related Notes to Consolidated Financial Statements, together with the report thereon of Arthur Andersen LLP, dated February 13, 1996, appearing on pages 51 through 65 of the Annual Report, are incorporated herein by reference. With the exception of the aforementioned information and the information incorporated by reference in Items 1, 2 and 5 through 8, the Annual Report is not to be deemed filed as part of this report. The following additional financial data should be read in conjunction with the financial statements in the Annual Report. Schedules not included with this additional financial data have been omitted because they are not applicable, or the required information is shown in the financial statements or notes thereto.
ADDITIONAL FINANCIAL DATA 1995, 1994 AND 1993
Report of Independent Public Accountants on Financial Statement Schedule ... 13
Consolidated Schedule: II -- Valuation and Qualifying Accounts................................ 14
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 1995 Annual Report to Shareholders incorporated by reference in this Form 10-K, and have issued our report thereon dated February 13, 1996. 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, N.Y. February 13, 1996
SCHEDULE II
INTERNATIONAL PAPER COMPANY AND CONSOLIDATED SUBSIDIARIES SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS (IN MILLIONS)
- ------------------ (A) Primarily write-offs, less recoveries, of accounts determined to be uncollectible.
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 29, 1996
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 29, 1996 (JOHN A. GEORGES) Chief Executive Officer and Director
JOHN T. DILLON* President and Director March 29, 1996 (JOHN T. DILLON)
C. WESLEY SMITH* Executive Vice March 29, 1996 (C. WESLEY SMITH) President and Director
WILLARD C. BUTCHER* Director March 29, 1996 (WILLARD C. BUTCHER)
ROBERT J. EATON* Director March 29, 1996 (ROBERT J. EATON)
STANLEY C. GAULT* Director March 29, 1996 (STANLEY C. GAULT)
THOMAS C. GRAHAM* Director March 29, 1996 (THOMAS C. GRAHAM)
ARTHUR G. HANSEN* Director March 29, 1996 (ARTHUR G. HANSEN)
DONALD F. MCHENRY* Director March 29, 1996 (DONALD F. MCHENRY)
PATRICK F. NOONAN* Director March 29, 1996 (PATRICK F. NOONAN)
JANE C. PFEIFFER* Director March 29, 1996 (JANE C. PFEIFFER)
EDMUND T. PRATT, JR.* Director March 29, 1996 (EDMUND T. PRATT, JR.)
NAME TITLE DATE - ---------------------------------------- ---------------------- -------------- CHARLES R. SHOEMATE* Director March 29, 1996 (CHARLES R. SHOEMATE)
ROGER B. SMITH* Director March 29, 1996 (ROGER B. SMITH)
MARIANNE M. PARRS Senior Vice President March 29, 1996 (MARIANNE M. PARRS) and Chief Financial Officer
ANDREW R. LESSIN Vice President and March 29, 1996 (ANDREW R. LESSIN) Controller and Chief Accounting Officer
*By JAMES W. GUEDRY (JAMES W. GUEDRY, ATTORNEY-IN-FACT)
APPENDIX I
1995 LISTING OF FACILITIES
PRINTING PAPERS BUSINESS PAPERS, COATED PAPERS AND PULP 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) Miller 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 Hamilton, Ohio Erie, Pennsylvania Lock Haven, Pennsylvania Georgetown, South Carolina
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
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 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 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 Dunedin, New Zealand Feilding, New Zealand Hamilton, New Zealand Hastings, New Zealand Invercargill, New Zealand Levin, New Zealand Nelson, New Zealand Barcelona, Spain Bilbao, Spain Valladolid, Spain Winsford, United Kingdom
Fiber Converting Plants Auckland, New Zealand Nelson, New Zealand
BLEACHED BOARD Domestic: Pine Bluff, Arkansas Moss Point, Mississippi Georgetown, South 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 Santiago, Dominican Republic Perugia, Italy Kingston, Jamaica Tokyo, Japan Seoul, Korea Taipei, Taiwan Caracas, Venezuela
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FOLDING CARTON Domestic: Clinton, lowa Hopkinsville, Kentucky Cincinnati, Ohio Richmond, Virginia
International: Auckland, New Zealand Christchurch, New Zealand Palmerston North, New Zealand
LABEL Commerce, California Bowling Green, Kentucky
KRAFT PAPER Mobile, Alabama Camden, Arkansas Moss Point, Mississippi
GROCERY BAGS & SACKS Mobile, Alabama Jackson, Tennessee
MULTIWALL BAGS Domestic: Camden, Arkansas Pittsburg, Kansas Wilmington, Ohio
International: Auckland, New Zealand Palmerston North, New Zealand
PLASTIC PACKAGING Domestic: Janesville, Wisconsin
International: Santiago, Chile Auckland, New Zealand Christchurch, 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 142 locations nationwide Dillard Paper Greensboro, North Carolina 21 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 7 locations in the Southwest and Hawaii
Kirk Paper Company Downey, California 4 locations in the West, Southwest, and Northwest Leslie Paper Minneapolis, Minnesota 12 locations in the Midwest Northeast Region Erlanger, Kentucky 43 branches in New England, Middle Atlantic States, Midwest and District of Columbia Western Pacific Portland, Oregon 2 locations in the Northwest Western Paper Company Overland Park, Kansas 23 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, 15 locations in New Zealand and 3 locations in Australia
FOREST PRODUCTS FORESTLANDS Domestic: Approximately 6.0 million acres in the South, Northeast and Northwest
International: Approximately 800,000 acres in New Zealand
WOOD 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 Pilot Rock, Oregon Sampit, South Carolina Henderson, Texas Mineola, Texas Nacogdoches, Texas New Boston, Texas Danville, Virginia Building Products Ukiah, California Lisbon Falls, Maine Laurel, Mississippi Towanda, Pennsylvania Fiberboard Spring Hope, North Carolina Marion, South Carolina Particleboard Stuart, Virginia Waverly, Virginia Slaughter Dallas, Texas 2 branches in the Southwest and Northwest
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International: INTAMASA Cella, Spain Masonite Africa Limited Estcourt Plant Myrtleford, New South Wales, Australia Mt. Druit, New South Wales, Australia Benella, Victoria, Australia Auckland, New Zealand Kopu, New Zealand Kumeu, New Zealand Marton, 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, 34 branches in New Zealand
REALTY PROJECTS Haig Point Plantation Daufuskie Island, South Carolina
SPECIALTY PRODUCTS TISSUE Mills: Box Hill, Victoria, Australia Myrtleford, Victoria, Australia Kawerau, New Zealand
Plants: Box Hill, Victoria, Australia Clayton, Victoria, Australia Keon Park, Victoria, Australia 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 Yokohama, Japan San Jose Ituebide, Mexico
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
CHEMICALS Domestic: Panama City, Florida Pensacola, Florida Port St. Joe, Florida Oakdale, Louisiana Springhill, Louisiana Gulfport, Mississippi Picayune, Mississippi
International: Niort, France Sandarne, Sweden Greaker, Norway
PETROLEUM Alvin, Texas Houston, Texas Midland, Texas Orange, Texas
SPECIALTY PANELS Domestic: Chino, California Ukiah, California Cordele, Georgia Glasgow, Kentucky Louisville, Kentucky Monticello, Kentucky (2 plants) Odenton, Maryland Laurel, Mississippi Statesville, North Carolina Tarboro, North Carolina Towanda, Pennsylvania 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 Sydney, New South Wales, Australia Auckland, New Zealand Christchurch, New Zealand
ROOFING Corona, California Auckland, New Zealand
SINKWARE AND ALUMINIUM PRODUCTS Adelaide, South Australia Auckland, New Zealand
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
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PRINTED ON HAMMERMILL PAPERS ACCENT OPAQUE, 50 LBS. HAMMERMILL PAPERS IS A DIVISION OF INTERNATIONAL PAPER.