================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM 10-K
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for Fiscal Year Ended December 31, 2001
or
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities Act of
1934
For the transition period from to
COMMISSION FILE NO. 1-3157
INTERNATIONAL PAPER COMPANY
(Exact name of Company as specified in its charter)
New York 13-0872805
(State or other jurisdiction of (I.R.S. Employee Identification No.)
incorporation or organization)
400 Atlantic Street
Stamford, Connecticut 06921
(Zip Code)
(Address of principal executive offices)
Company's telephone number, including area code: 203-541-8000
-----------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- ----------------
Common Stock, $1 per share par value New York Stock Exchange
7 7/8% Debentures due 2038 New York Stock Exchange
-----------------
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Company (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Company was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
-----------------
The aggregate market value of the common stock of the Company outstanding as
of March 12, 2002, held by non-affiliates of the Company was $21,399,113,271,
calculated on the basis of the closing price on the Composite Tape on March 12,
2002. For this computation, the Company has excluded the market value of all
common stock beneficially owned by all executive officers and directors of the
Company and their associates as a group and treasury stock. Such exclusion is
not to signify in any way that members of this group are 'affiliates' of the
Company.
The number of shares outstanding of the Company's common stock, as of March
12, 2002:
Outstanding In Treasury
----------- -----------
482,716,847 1,912,972
The following documents are incorporated by reference into the parts of this
report indicated below:
2001 Annual Report to Shareholders
(Inside front cover and pages 18 through 78)............................... Parts I, II, and IV
Proxy Statement dated March 25, 2002 (to be filed on or about March 25, 2002) Part III
================================================================================
PART I
Item 1. Business
General
International Paper Company (the Company or International Paper, which may
be referred to as we or us), is a global forest products, paper and packaging
company that is complemented by an extensive distribution system, with primary
markets and manufacturing operations in the United States, Canada, Europe, the
Pacific Rim, and South America. Substantially all of our businesses have
experienced, and are likely to continue to experience, cycles relating to
available industry capacity and general economic conditions. We are a New York
corporation and were incorporated in 1941 as the successor to the New York
corporation of the same name organized in 1898. Our home page on the Internet
is www.internationalpaper.com. You can learn more about us by visiting that
site.
In the United States at December 31, 2001, the Company operated 33 pulp,
paper and packaging mills, 90 converting and packaging plants, 35 wood products
facilities, seven specialty panels and laminated products plants and eight
specialty chemicals plants. Production facilities at December 31, 2001 in
Europe, Asia, South America and Canada included 12 pulp, paper and packaging
mills, 45 converting and packaging plants, 10 wood products facilities, three
specialty panels and laminated products plants and seven specialty chemicals
plants. We distribute printing, packaging, graphic arts, maintenance and
industrial products through over 289 distribution branches located primarily in
the United States. At December 31, 2001, the Company and its subsidiaries
controlled about 10.4 million acres of forestlands in the United States, 1.5
million acres in Brazil and had, through licenses and forest management
agreements, harvesting rights on government-owned timberlands in Canada and
Russia.
Through Carter Holt Harvey, a New Zealand company which is approximately
50.4% owned by International Paper, the Company operates five mills producing
pulp, paper, packaging and tissue products, 24 converting and packaging plants
and 63 wood products manufacturing and distribution facilities, primarily in
New Zealand and Australia. Carter Holt Harvey distributes paper and packaging
products through six distribution branches located in New Zealand and
Australia. In New Zealand, Carter Holt Harvey owns approximately 810,000 acres
of forestlands.
For financial reporting purposes, our businesses are separated into six
segments: Printing Papers; Industrial and Consumer Packaging; Distribution;
Forest Products; Carter Holt Harvey; and Other Businesses. A description of
these business segments can be found on pages 19 through 21 of our 2001 Annual
Report to Shareholders (Annual Report), which information is incorporated
herein by reference.
From 1996 through 2001, International Paper's capital expenditures
approximated $8.1 billion, excluding expenditures for mergers and acquisitions.
These capital expenditures reflect our continuing efforts to improve product
quality and environmental performance, lower costs, and improve forestlands.
Capital spending in 2001 was $1.0 billion and is budgeted to be approximately
$1.0 billion in 2002. This amount is below our annual depreciation and
amortization expense of $1.9 billion. You can find more information about
capital expenditures on page 25 of our Annual Report, which information is
incorporated herein by reference.
Discussions of mergers and acquisitions can be found on pages 26 and 48 of
the Annual Report, which information is incorporated herein by reference.
You can find discussions of restructuring charges, divestitures and other
special items on pages 26, 27, 29 through 32 and 48 through 59 of the Annual
Report, which information is incorporated herein by reference.
Throughout this 10-K report, we 'incorporate by reference' certain
information in parts of other documents filed with the Securities and Exchange
Commission (SEC). The SEC permits us to disclose important information by
referring to it in that manner. Please refer to such information.
2
Financial Information Concerning Industry Segments
The financial information concerning segments is set forth on pages 38 and
39 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 39 of the Annual Report, which
information is incorporated herein by reference.
Competition and Costs
Despite the size of the Company's manufacturing capacities for paper,
paperboard, packaging and pulp products, the markets in all of the cited
product lines are large and highly fragmented. The markets for wood and
specialty products are similarly large and fragmented. There are numerous
competitors, and the major markets, both domestic and international, in which
the Company sells its principal products are very competitive. These products
are in competition with similar products produced by others, and in some
instances, with products produced by other industries from other materials.
Many factors influence the Company's competitive position, including prices,
costs, product quality and services. You can find more information about the
impact of prices and costs on operating profits on pages 18 through 25 of the
Annual Report, which information is incorporated herein by reference.
Marketing and Distribution
The Company sells paper and packaging products through our own sales
organization directly to users or converters for manufacture. Sales offices are
located throughout the United States as well as internationally. We also sell
significant volumes of products through paper merchants and distributors,
including facilities in our distribution network.
We market our U.S. production of lumber and plywood through independent and
Company-owned distribution centers. Specialty products are marketed through
various channels of distribution.
Description of Principal Products
The Company's principal products are described on pages 19 through 21 of the
Annual Report, which information is incorporated herein by reference.
3
Sales volumes of major products for 2001, 2000 and 1999 were as follows:
Sales By Volume (1) (2) (3)
(Unaudited)
2001 2000 1999
----- ----- -----
Printing papers (In thousands of tons)
Uncoated Papers and Bristols............... 6,439 5,957 5,342
Coated papers.............................. 2,132 2,062 1,263
Market Pulp(4)............................. 2,531 1,996 1,503
Packaging
Containerboard............................. 2,091 2,347 2,874
Bleached Packaging Board................... 1,247 1,339 1,460
Kraft...................................... 587 489 423
Industrial and Consumer Packaging.......... 4,683 5,135 5,064
Forest Products (In millions)
Panels..................................... 2,991 2,380 1,910
Lumber (board feet)........................ 4,089 3,302 2,759
MDF and Particleboard (sq. ft. 3/4"--basis) 660 654 385
--------
(1) Includes third party and inter-segment sales.
(2) Includes sales volumes for Champion from July 1, 2000.
(3) Sales volumes for divested businesses are included through the date of sale.
(4) Includes internal sales to mills.
Research and Development
The Company operates research and development centers at Sterling Forest,
New York; Cincinnati, Ohio; Kaukauna, Wisconsin; Odenton, Maryland;
Jacksonville, Florida; Savannah, Georgia; Annecy, France; a regional center for
applied forest research in Bainbridge, Georgia; a forest biotechnology center
in Rotorua, New Zealand; and several product laboratories. We direct research
and development activities to short-term, long-term and technical assistance
needs of customers and operating divisions; process, equipment and product
innovations; and improve profits through tree generation and propagation
research. Activities include studies on improved forest species and management;
innovation and improvement of pulping, bleaching, chemical recovery,
papermaking and coating processes; packaging design and materials development;
reduction of environmental discharges; re-use of raw materials in manufacturing
processes; recycling of consumer and packaging paper products; energy
conservation; applications of computer controls to manufacturing operations;
innovations and improvement of products; and development of various new
products. Our development efforts specifically address product safety as well
as the minimization of solid waste. The cost to the Company of its research and
development operations in 2001 was $92 million; $92 million in 2000, including
Champion for the period of July-December; and $88 million in 1999.
Environmental Protection
Information concerning the effects of the Company's compliance with Federal,
State and local provisions enacted or adopted relating to environmental
protection matters is set forth on pages 33 through 35 of the Annual Report,
which information is incorporated herein by reference.
Employees
As of December 31, 2001, the Company had approximately 100,000 employees,
63,000 of whom were located in the United States. Of the domestic employees,
approximately 35,000 are hourly employees, 21,000 of whom are represented by
the Paper, Allied-Industrial, Chemical and Energy International Union.
4
During 2001, labor agreements were ratified at four mills. During 2002 labor
agreements are scheduled to be negotiated at six mills: Texarkana; Ticonderoga;
Savannah; Courtland; Augusta and Pineville.
During 2001, 19 labor agreements were settled in non-papermill operations.
Settlements included 12 in paper converting, three in building materials, two
in distribution, one in chemicals and one office workers unit. During 2002, 25
non-papermill operations will negotiate new labor agreements.
In 2001, effects of sale, closure or downsizing agreements were bargained
with unions at 18 locations including six papermills, four building materials
plants, five paper converting operations, two distribution sites and one forest
resources operation.
Approximately 5,600 of our U.S. based hourly employees are subject to labor
agreements that are scheduled to be negotiated during 2002.
Raw Materials
For information on the sources and availability of raw materials essential
to our business, see Item 2. Properties.
Forward-looking Statements
Certain statements in this report and in our 2001 Annual Report to
Shareholders, and in particular, statements found in Management's Discussion
and Analysis, that are not historical in nature may constitute forward-looking
statements. These statements are often identified by the words, "believe,"
"expect," "plan," "appear," "project," "estimate," "intend," and words of
similar import. Such statements reflect the current views of International
Paper with respect to future events and are subject to risks and uncertainties.
Actual results may differ materially from those expressed or implied in these
statements. Factors which could cause actual results to differ include, among
other things, the timing and magnitude of the expected economic recovery,
fluctuations in foreign currency exchange rates against the U.S. dollar,
fluctuations in interests rates, changes in overall demand, whether our
initiatives relating to balancing our supply with customer demand will be
successful, changes in domestic or foreign competition, changes in the cost or
availability of raw materials, the cost of compliance with environmental laws
and regulations, and whether anticipated savings from restructuring activities
and facility rationalizations can be achieved. In view of such uncertainties,
investors are cautioned not to place undue reliance on these forward-looking
statements. International Paper does not assume any obligation to update these
forward-looking statements.
Item 2. Properties
Forestlands
The principal raw material used by International Paper is wood in various
forms. As of December 31, 2001, the Company or its subsidiaries controlled
approximately 10.4 million acres of forestlands in the United States, 1.5
million acres in Brazil and had, through licenses and forest management
agreements, harvesting rights on government-owned timberlands in Canada. An
additional 810,000 acres of forestlands in New Zealand were held through Carter
Holt Harvey, a consolidated subsidiary of the Company.
During 2001, the U.S. forestlands supplied 18 million tons of roundwood to
the Company's U.S. facilities. This amounted to the following percentages of
the roundwood requirements of its U.S. mills and forest products facilities:
19% in its Northern mills and 41% in its Southern mills. The balance was
acquired from other private industrial and nonindustrial forestland owners,
with only an insignificant amount coming from public lands of the United States
government. In addition, in 2001, 10 million tons of wood were sold to other
users. In November 1994, we adopted the Sustainable Forestry Principles
developed by the American Forest and Paper Association in August 1994.
5
Mills and Plants
A listing of our production facilities, the vast majority of which we own,
can be found in Appendix I hereto, which is incorporated herein by reference.
The Company's facilities are in good operating condition and are suited for
the purposes for which they are presently being used. We continue to study the
economics of modernization or adopting other alternatives for higher cost
facilities.
Capital Investments and Dispositions
Given the size, scope and complexity of our business interests, we
continuously examine and evaluate a wide variety of business opportunities and
planning alternatives, including possible acquisitions and sales or other
dispositions of properties. You can find planned capital investments for 2002,
dispositions, and restructuring activities as of December 31, 2001 on pages 19,
25 through 32 and 48 through 59 of the Annual Report, which information is
incorporated herein by reference.
Item 3. Legal Proceedings
Information concerning the Company's legal proceedings is set forth on pages
33 through 35 and 61 through 65 of the Annual Report, which information is
incorporated herein by reference.
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, 2001.
6
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
Dividends per share data on the Company's common stock and the high and low
sale prices for the Company's common stock are set forth on page 74 of the
Annual Report and are incorporated herein by reference.
As of March 12, 2002, there were 39,653 holders of record of the Company's
common stock.
Item 6. Selected Financial Data
The Company columnar table showing selected financial data for the Company
is set forth on pages 74 through 76 of the Annual Report and is incorporated
herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation
Management discussion and analysis on the consolidated financial statements
are set forth on pages 18 through 37 of the Annual Report and is incorporated
herein by reference.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Quantitative and qualitative disclosures about market risk are set forth on
pages 36 and 37 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 40 through 73 of the Annual Report and are incorporated herein
by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
7
PART III
Item 10. Directors and Executive Officers of the Registrant
Information with respect to the directors of the Company is included on
pages 11 through 13 of the Company's Proxy Statement, dated March 25, 2002
(Proxy Statement), to be filed on or about March 25, 2002, which information is
incorporated herein by reference. Information with respect to the executive
officers of the Company is set forth below:
John T. Dillon, 63, chairman and chief executive officer since 1996. Prior
to that he was executive vice president-packaging from 1987 to 1995, when he
became president and chief operating officer.
Robert M. Amen, 52, executive vice president since 2000. He served as
President of International Paper- Europe from 1996 to 2000 and prior to that
was vice president-consumer packaging.
John V. Faraci, 52, executive vice president and chief financial officer
since 2000. Prior to that he was senior vice president-finance and chief
financial officer from 1999. From 1995 until 1999 he was chief executive
officer and managing director of Carter Holt Harvey Limited of New Zealand.
James P. Melican Jr., 61, executive vice president since 1991. Prior to that
he was senior vice president and general counsel from 1987 until 1991.
David W. Oskin, 59, executive vice president since 1995. He was chief
executive and managing director of Carter Holt Harvey Limited of New Zealand
from 1992 to 1995. Prior to that he was senior vice president-distribution,
timber and wood.
Marianne M. Parrs, 58, executive vice president since 1999. She was senior
vice president and chief financial officer from 1995 to 1999.
Andrew R. Lessin, 59, vice president-finance and chief accounting officer
since 2000. From 1995 to 2000 he was vice president and controller. Prior to
that he was controller from 1991 to 1995.
William B. Lytton, 53, senior vice president and general counsel since
January 1999. From 1996 to 1999 he was vice president and general counsel.
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.
Information with respect to compliance with Section 16(a) of the Securities
and Exchange Act is set forth on page 16 of the Proxy Statement and is
incorporated herein by reference.
Item 11. Executive Compensation
Information with respect to the compensation of executives and directors of
the Company is included in the Proxy Statement on the pages set forth below,
which information is incorporated herein by reference:
A description of the compensation of the Company's directors is set forth on
page 10.
8
A discussion regarding the Company's compensation committee interlocks and
insider participation is set forth on page 16.
A description of the compensation of the Company's executive officers is set
forth on pages 14 through 16 and pages 18 through 23.
A discussion regarding termination agreements with various executive
officers of the Company is set forth on pages 24 and 25.
The Report of the Management Development and Compensation Committee of the
Board of Directors is set forth on pages 14 through 16.
The Performance Graph comparing an investment in Company Stock with an
investment in the S&P 500 and peer group companies is set forth on page 17.
Item 12. Security Ownership of Certain Beneficial Owners and Management
A description of the security ownership of certain beneficial owners and
management is set forth on pages 8 and 9 of the Proxy Statement and is
incorporated herein by reference.
The table showing ownership of the Company's common stock held by individual
directors and by directors and executive officers as a group is set forth on
pages 8 and 9 of the Proxy Statement, and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
A description of certain relationships and related transactions is set forth
on page 7 of the Proxy Statement and is incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Documents filed as part of this report:
1. Consolidated financial statements
The consolidated financial statements of the Company and consolidated
subsidiaries listed below are incorporated herein by reference to the following
pages of the Annual Report:
Page
-----
Consolidated statement of earnings for fiscal years ended December 31, 2001,
2000 and 1999............................................................... 41
Consolidated balance sheet at December 31, 2001 and 2000...................... 42
Consolidated statement of cash flows for fiscal years ended December 31, 2001,
2000 and 1999............................................................... 43
Consolidated statement of common shareholders' equity......................... 44
Notes to consolidated financial statements.................................... 45-73
Report of independent public accountants...................................... 40
2. Financial statement schedule
The following additional financial data should be read in conjunction with
the financial statements in the Annual Report. Schedules not included with this
additional financial data have been omitted because they are not applicable, or
the required information is shown in the financial statements or notes thereto.
9
ADDITIONAL FINANCIAL DATA 2001, 2000 AND 1999
Report of Independent Public Accountants on Financial Statement Schedule... 13
Consolidated Schedule:
II Valuation and Qualifying Accounts................................... 14
3. Exhibits
(3.1) Form of Restated Certificate of Incorporation of International Paper Company (incorporated by
reference to the Company's Report on Form 8-K dated November 20, 1990, File No. 1-3157).
(3.2) Certificate of Amendment to the Certificate of Incorporation of International Paper Company
(incorporated herein by reference to Exhibit (3) (i) to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1999, File No. 1-3157).
(3.3) Certificate of Amendment of the Certificate of Incorporation of International Paper Company
(incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001, File No. 1-3157).
(3.4) By-laws of the Company, as amended.
(4.1) Specimen Common Stock Certificate (incorporated by reference to Exhibit 2-A to the Company's
registration statement on Form S-7, No. 2-56588, dated June 10, 1976).
(4.2) Indenture, dated as of April 12, 1999, between International Paper and The Bank of New York, as
Trustee (incorporated by reference to Exhibit 4.1 to International Paper's Report on Form 8-K filed on
June 29, 2000, File No. 1-3157).
(4.3) Floating Rate Notes Supplemental Indenture, dated as of June 14, 2000, between International Paper and
The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.2 to International Paper's
Report on Form 8-K filed on June 29, 2000, File No. 1-3157).
(4.4) 8% Notes Due July 8, 2003 Supplemental Indenture, dated as of June 14, 2000, between International
Paper and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.3 to International
Paper's Report on form 8-K filed on June 29, 2000, File No. 1-3157).
(4.5) 8 1/8% Notes Due July 8, 2005 Supplemental Indenture dated as of June 14, 2000, between International
Paper and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.4 to International
Paper's Report on Form 8-K filed on June 29, 2000, File No. 1-3157).
(4.6) Form of New Floating Rate Notes due July 8, 2002 (incorporated by reference to Exhibit 4.1 to
International Paper Company's Registration Statement on Form S-4, dated October 23, 2000, as
amended November 15, 2000, File No. 333-48434).
(4.7) Form of New 8% Notes due July 8, 2003 (incorporated by reference to Exhibit 4.1 to International Paper
Company's Registration Statement on Form S-4 dated October 23, 2000, as amended November 15,
2000, File No. 333-48434).
(4.8) Form of New 8 1/8% Note due July 8, 2005 (incorporated by reference to Exhibit 4.1 to International
Paper Company's Registration Statement on Form S-4 dated October 23, 2000, as amended November
15, 2000, File No. 333-48434).
10
(4.9) Zero Coupon Convertible Debentures due June 20, 2021 (incorporated by reference to Exhibit 4.2 to
International Paper Company's Registration Statement on Form S-3 dated June 20, 2001, as amended
September 7, 2001, October 31, 2001 and January 16, 2002, File No. 333-69082).
(4.10) 6.75% Notes due 2011 Supplemental Indenture between International Paper Company and The Bank
of New York (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form
10-Q dated September 30, 2001, File No. 1-3157).
(4.11) In accordance with Item 601 (b) (4) (iii) (A) of Regulation S-K, certain instruments respecting long-
term debt of the Company have been omitted but will be furnished to the Commission upon request.
(10.1) Long-Term Incentive Compensation Plan, as amended
(10.2) Restricted Stock Plan for Non-Employee Directors (incorporated by reference to Exhibit 99 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, File No. 1-3157).
(10.3) Champion Merger Integration Chief Executive Officer Performance Plan (incorporated by reference
to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, File
No. 1-3157).
(10.4) Champion Merger Integration Savings and Synergy Plan (incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, File No. 1-3157).
(10.5) Management Incentive Plan (incorporated by reference to Exhibit 99 to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1998, File No. 1-3157).
(10.6) Form of individual non-qualified stock option agreement under the Company's Long-Term Incentive
Compensation Plan.
(10.7) Form of individual executive continuity award under the Company Long-Term Incentive
Compensation Plan (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999, File No. 1-3157).
(10.8a) Form of Change of Control Agreement for Chief Executive Officer
(10.8b) Form of Change of Control Agreement--Tier I
(10.8c) Form of Change of Control Agreement--Tier II
(10.9) Unfunded Supplemental Retirement Plan for Senior Managers, as amended.
(10.11) International Paper Company Unfunded Savings Plan (incorporated by reference to the Company's
Form 10K/A for the year 2000 dated January 16, 2002, File No. 1-3157).
(10.12) International Paper Company Pension Restoration Plan for Salaried Employees (incorporated by
reference to the Company's Form 10K/A for the year 2000 dated January 16, 2002, File No. 1-3157).
(10.13) International Paper Company Unfunded Supplemental Plan for Senior Managers (incorporated by
reference to the Company's Form 10K/A for the fiscal year ended 2000, dated January 16, 2002, File
No. 1-3157).
(10.14) Agreement by and between C.W. Smith and International Paper Company (incorporated by reference
to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
2001, File No. 1-3157).
(11) Statement of Computation of Per Share Earnings.
(12) Computation of Ratio of Earnings to Fixed Charges.
(13) 2001 Annual Report to Shareholders of the Company.
(21) List of Subsidiaries of Registrant.
(23) Consent of Independent Public Accountants (Arthur Andersen LLP).
(24) Power of Attorney.
11
(b) Reports on Form 8-K
International Paper filed a report on Form 8-K on October 17, 2001,
reporting earnings for the quarter ended September 30, 2001.
International Paper filed a report on Form 8-K on November 27, 2001 under
Item 9, reporting that Mr. Amen was speaking at an industry conference and
including copies of his presentation.
International Paper filed a report on Form 8-K on January 22, 2002 under
Item 5, reporting earnings for quarter ended December 31, 2001 and earnings for
the year ended December 31, 2001.
12
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE
To International Paper Company:
We have audited in accordance with auditing standards generally accepted in
the United States, the consolidated financial statements included in the
Company's 2001 Annual Report to Shareholders incorporated by reference in this
Form 10-K and have issued our report thereon dated February 12, 2002. Our
audits were made for the purpose of forming an opinion on those statements
taken as a whole. The schedule listed in the accompanying index is the
responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part
of the basic financial statements. The schedule has been subjected to the
auditing procedures applied in the audits of the basic financial statements
and, in our opinion, based on our audits, 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 12, 2002
13
SCHEDULE II
INTERNATIONAL PAPER COMPANY AND CONSOLIDATED SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
For the Year Ended December 31, 2001
---------------------------------------------------------
Additions
Balance at Additions Charged to Deductions Balance at
Beginning of Charged to Other From End of
Description Period Earnings Accounts Reserves Period
----------- ------------ ---------- ---------- ---------- ----------
(In millions)
Reserves Applied Against Specific Assets
Shown on Balance Sheet:
Doubtful accounts--current........... $128 $ 82 $ (31)(a) $179
Restructuring reserves............... 242 385 (306)(b) 321
For the Year Ended December 31, 2000
---------------------------------------------------------
Additions
Balance at Additions Charged to Deductions Balance at
Beginning of Charged to Other From End of
Description Period Earnings Accounts Reserves Period
----------- ------------ ---------- ---------- ---------- ----------
(In millions)
Reserves Applied Against Specific Assets
Shown on Balance Sheet:
Doubtful accounts--current........... $106 $ 46 $ (24)(a) $128
Restructuring reserves............... 115 248 (121)(b) 242
For the Year Ended December 31, 1999
---------------------------------------------------------
Additions
Balance at Additions Charged to Deductions Balance at
Beginning of Charged to Other From End of
Description Period Earnings Accounts Reserves Period
----------- ------------ ---------- ---------- ---------- ----------
(In millions)
Reserves Applied Against Specific Assets
Shown on Balance Sheet:
Doubtful accounts--current........... $115 $ 34 $ (43)(a) $106
Restructuring reserves............... 71 149 (105)(b) 115
--------
(a) Includes write-offs, less recoveries, of accounts determined to be
uncollectible and other adjustments.
(b) Includes payments and deductions for reversals of previously established
reserves that were no longer required.
14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities 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
/S/ BARBARA L. SMITHERS
By: -----------------------------
Barbara L. Smithers
Vice President and Secretary
March 18, 2002
SIGNATURES
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:
Signature Title Date
--------- ----- ----
/S/ JOHN T. DILLON Chairman of the Board, Chief March 18, 2002
----------------------------- Executive Officer and
John T. Dillon Director
/S/ ROBERT J. EATON * Director March 18, 2002
-----------------------------
Robert J. Eaton
/S/ SAMIR G. GIBARA* Director March 18, 2002
-----------------------------
Samir G. Gibara
/S/ JAMES A. HENDERSON* Director March 18, 2002
-----------------------------
James A. Henderson
/S/ JOHN R. KENNEDY* Director March 18, 2002
-----------------------------
John R. Kennedy
/S/ ROBERT D. KENNEDY* Director March 18, 2002
-----------------------------
Robert D. Kennedy
/S/ W. CRAIG MCCLELLAND* Director March 18, 2002
-----------------------------
W. Craig McClelland
/S/ DONALD F. MCHENRY* Director March 18, 2002
-----------------------------
Donald F. McHenry
/S/ PATRICK F. NOONAN* Director March 18, 2002
-----------------------------
Patrick F. Noonan
/S/ JANE C. PFEIFFER* Director March 18, 2002
-----------------------------
Jane C. Pfeiffer
/S/ JEREMIAH J. SHEEHAN* Director March 18, 2002
-----------------------------
Jeremiah J. Sheehan
/S/ CHARLES R. SHOEMATE* Director March 18, 2002
-----------------------------
Charles R. Shoemate
/S/ JOHN V. FARACI March 18, 2002
----------------------------- Executive Vice President and
John V. Faraci Chief Financial Officer
/S/ ANDREW R. LESSIN March 18, 2002
----------------------------- Vice President--Finance and
Andrew R. Lessin Chief Accounting Officer
/S/ BARBARA L. SMITHERS
*By: -------------------------
Barbara L. Smithers
Attorney-in-fact
15
Appendix I
2001 Listing of Facilities
(All facilities are owned except noted otherwise)
PRINTING PAPERS Svetogorsk, Russia Solon, Ohio
Inverurie, Scotland Wooster, Ohio
Business Papers, Coated Lancaster, Pennsylvania
Papers, Fine Papers and INDUSTRIAL AND CONSUMER Mount Carmel,
Pulp PACKAGING Pennsylvania
U.S.: Washington,
Courtland, Alabama INDUSTRIAL PACKAGING Pennsylvania
Selma, Georgetown, South
Alabama (Riverdale Containerboard Carolina
Mill) U.S.: Spartanburg, South
Pine Bluff, Arkansas Prattville, Alabama Carolina
Mira Loma, California Savannah, Georgia Morristown, Tennessee
leased (C & D Center) Terre Haute, Indiana Murfreesboro, Tennessee
Pensacola, Florida Mansfield, Louisiana Dallas, Texas
Augusta, Georgia Pineville, Louisiana Edinburg, Texas
Bastrop, Vicksburg, Mississippi El Paso, Texas
Louisiana (Louisiana Oswego, New York Ft. Worth, Texas
Mill) Roanoke Rapids, North San Antonio, Texas
Springhill, Carolina Richmond, Virginia
Louisiana (C & D Georgetown, South Cedarburg, Wisconsin
Center) Carolina Fond du Lac, Wisconsin
Bucksport, Maine International: Emerging Markets
Jay, Arles, France Ranagua, Chile
Maine (Androscoggin Bayamon, Puerto Rico
Mill) Corrugated Container International:
West Springfield, U.S.: Las Palmas, Canary
Massachusetts leased Bay Minette, Alabama Islands (2 locations)
Westfield, Decatur, Alabama Tenerife, Canary
Massachusetts (C & D Conway, Arkansas Islands
center) Fordyce, Arkansas Arles, France
Quinnesec, Michigan leased Chalon-sur-Saone,
Sturgis, Michigan (C & Jonesboro, Arkansas France
D Center) Russellville, Arkansas Chantilly, France
Sartell, Minnesota Carson, California Creil, France
Corinth, New Hanford, California LePuy, France
York (Hudson River Modesto, California Mortagne, France
Mill) Stockton, California Guadeloupe, French
Ticonderoga, New York Vernon, California West Indies
Riegelwood, North Putnam, Connecticut Asbourne, Ireland
Carolina Auburndale, Florida Bellusco, Italy
Wilmington, North Forest Park, Georgia Catania, Italy
Carolina leased Savannah, Georgia Pomezia, Italy
(Reclaim Center) Statesboro, Georgia San Felice, Italy
Hamilton, Ohio Chicago, Illinois Alcala, Spain leased
Saybrook, Ohio Des Plaines, Illinois Almeria, Spain leased
leased (C & D center) Fort Wayne, Indiana Barcelona, Spain
Erie, Pennsylvania Lexington, Kentucky Bilbao, Spain
Hazleton, LaFayette, Louisiana Gandia, Spain
Pennsylvania (C & D Shreveport, Louisiana Valladolid, Spain
Center) Springhill, Louisiana Thrapston, United
Lock Haven, Auburn, Maine Kingdom
Pennsylvania Howell, Michigan Winsford, United
Eastover, South Kalamazoo, Michigan Kingdom
Carolina Monroe, Michigan Kraft Paper
Georgetown, South Minneapolis, Minnesota Savannah, Georgia
Carolina Houston, Mississippi Mansfield, Louisiana
Sumter, South Kansas City, Missouri Roanoke Rapids, North
Carolina (C & D Geneva, New York Carolina
Center) King's Mountain, North Courtland, Alabama
Franklin, Virginia Carolina Franklin, Virginia
Statesville, North
International: Carolina CONSUMER PACKAGING
Cincinnati, Ohio
Mogi Guacu, Sao Paulo, Brasil Bleached Board
Aropoti Parana, Brasil Pine Bluff, Arkansas
Hinton, Alberta, Canada Augusta, Georgia
Quesnel, British Riegelwood, North
Columbia, Canada Carolina
Maresquel, France Georgetown, South
Saillat, France Carolina
Saint Die, Prosperity, South
France (Anould Mill) Carolina
Strasbourg, France (La
Robertsau Mill)
Klucze, Poland
Kwidzyn, Poland
A-1
Texarkana, Texas DISTRIBUTION Gurdon, Arkansas
Whelen Springs,
Beverage Packaging Xpedx Arkansas
U.S.: U.S.: McDavid, Florida
Turlock, California Stores Group Whitehouse, Florida
Plant City, Florida Chicago, Illinois Augusta, Georgia
Cedar Rapids, Iowa 155 locations Cordele, Georgia
Kansas City, Kansas nationwide 147 leased Folkston, Georgia
Framingham, SouthCentral Region Meldrim, Georgia
Massachusetts Greensboro, North Springhill, Louisiana
Kalamazoo, Michigan Carolina Wiggins, Mississippi
Raleigh, North Carolina 28 branches in the Joplin, Missouri
International: Middle Madison, New Hampshire
London, Ontario, Canada Atlantic and Armour, North Carolina
Longueuil, Quebec, Southeast States 12 Seaboard, North
Canada leased leased Carolina
Shanghai, China 7 branches in Johnston, South
Santiago, Dominican Michigan and Ohio Carolina
Republic 1 leased Newberry, South
San Salvador, El West Region Carolina
Salvador leased Denver, Colorado Sampit, South Carolina
Fukusaki, Japan 62 branches in the Camden, Texas
Seoul, Korea West, Corrigan, Texas
Taipei, Taiwan Midwest and South Henderson, Texas
Guacara,Venezuela States 41 leased Jefferson, Texas
Specialty Business Nacogdoches, Texas
Foodservice Group New Boston, Texas
U.S.: Erlanger, Kentucky Franklin, Virginia
Visalia, California 3 branches Slaughter
Shelbyville, Illinois nationwide all leased Dallas, Texas (Miller
Hopkinsville, Kentucky Northeast Region Rd)
Wilmington, North Hartford, Connecticut Northwest (Milwaukee,
Carolina 15 branches in New OR) leased
Kenton, Ohio England
Jackson, Tennessee and Middle Atlantic International:
International: States 13 leased Burns Lake, British
Brisbane, Australia International: Columbia (2 plants)
Santiago, Chile leased Papateries de France Houston, British
Bogota, Columbia Pantin, France 2 Columbia
Bombay, India locations 1 leased 100 Mile House,
Manila, Philippines Chihuahua, Mexico 10 British Columbia
leased locations all leased Quesnel, British
Scalida, Nijmegen, Columbia (2 plants)
Shorewood Packaging Netherlands 2 Williams Lake, British
U.S.: locations Columbia
Waterbury, Connecticut 1 leased Hinton, Alberta
LaGrange, Georgia Impap Strachan, Alberta
Indianapolis, Indiana Tczew, Poland 5 Sundre, Alberta
Louisville, Kentucky locations 3 leased
Hendersonville, North CARTER HOLT HARVEY
Carolina FOREST PRODUCTS
Weaverville, North Forest Resources Forestlands
Carolina U.S.: Approximately 810,000
Clifton, New Jersey Approximately 10.4 acres in New Zealand
Edison, New Jersey million
Englewood, New Jersey acres in the U.S., Wood Products
Harrison, New Jersey mostly in the South Sawmills and
leased International: Processing Plants
West Deptford, New Approximately 1.5 Mt. Gambier, South
Jersey million acres in Australia
Springfield, Oregon Brazil Myrtleford, Victoria
Danville, Virginia Oberon, New South
Newport News, Virginia Realty Projects Wales
Roanoke, Virginia Haig Point Incorporated Morwell, Australia
International: Daufuskie Island, Box Hill, Victoria
Smith Falls, Ontario, South Carolina leased
Canada Kopu, New Zealand
Brockville, Ontario, Wood Products Nelson, New Zealand
Canada U.S.: Putaruru, New Zealand
Toronto, Ontario, Chapman, Alabama Rotorua, New Zealand
Canada Citronelle, Alabama Taupo, New Zealand
Ebbw Vale, Wales, Maplesville, Alabama Tokoroa, New Zealand
United Kingdom Opelika, Alabama
Guangzhou, China Thorsby, Alabama Timber
Tuscaloosa, Alabama Merchants--Australia
Leola, Arkansas Box Hill, Victoria
leased
Hamilton Central,
Queensland
Sydney, New South
Wales leased
A-2
Plywood Mills Crestmead, Queensland, Industrial Papers
Myrtleford, Victoria Australia leased U.S.:
Nangwarry, South Dandenong, Victoria, Lancaster, Ohio
Australia Australia leased De Pere, Wisconsin
Tokoroa, New Zealand Reservoir, Victoria, Kaukauna, Wisconsin
Whangarei, Marsden Australia leased Menasha, Wisconsin
Point, New Zealand Smithfield, New South International:
Wales, Limburg, Netherlands
Panel Production Plants--New Zealand Australia
Auckland Woodville, Australia Decorative Products
Kopu Auckland, New Zealand Particleboard
Rangiora Corrugated Franklin, Virginia
Panel Production Manufacturing Stuart, Virginia
Plants--Australia Sydney, Australia Waverly, Virginia
Gympie, Queensland leased
Mt. Gambier Melbourne, Australia Specialty Panels
(2 plants) leased U.S.:
Oberon, New South Paper Bag Chino, California
Wales Manufacturing leased
(2 plants) Penrose, New Zealand Glasgow, Kentucky
Tumut, New South Wales Paper Cups Odenton, Maryland
St. Leonards, New Brisbane, Australia Statesville, North
South Wales leased Packaging and Tissue Carolina
Building Supplies Head Office Tarboro, North Carolina
Retail Outlets South Yarra, Victoria, Hampton, South Carolina
Retail Outlets, 38 Australia leased Oshkosh, Wisconsin
branches in Distribution International:
New Zealand (22 Paper Merchant Bergerac, France
leased) Warehousing and (Couze Mill)
Pulp and Paper Distribution Centers, Ussel, France
Kraft Paper, Pulp, Australia, 3 Barcelona, Spain
Coated and Uncoated locations (3 leased) (Durion Mill)
Papers and Bristols New Zealand, 4
Kinleith, New Zealand locations (3 leased)
Cartonboard
Whakatane, New Zealand OTHER BUSINESSES
Containerboard Chemicals
Kinleith, New Zealand U.S.:
Penrose, New Zealand Panama City, Florida
Fiber Recycling Pensacola, Florida
Operation Port St. Joe, Florida
Auckland, New Zealand Savannah, Georgia
leased Valdosta, Georgia
Specialty Products Oakdale, Louisiana
Operations Picayune, Mississippi
Auckland, New Zealand Dover, Ohio
Tissue International:
Pulp and Tissue Oulu, Finland
Mills--New Zealand Valkeakoski, Finland
Kawerau, New Zealand Niort, France
Box Hill, Victoria Greaker, Norway
Conversion Sites Sandarne, Sweden
Box Hill, Victoria, Chester-Le-Street,
Australia leased United Kingdom
Clayton, Victoria, Bedlington, United
Australia leased Kingdom
Keon Park, Victoria,
Australia leased Chemical Cellulose Pulp
Suva, Fiji leased Natchez, Mississippi
Auckland, New Zealand
(2 plants) Hardrock Minerals
Kawerau, New Zealand Alvin, Texas
Te Rapa, New Zealand
leased
Packaging
Case Manufacturing
Suva, Fiji leased
Central (Levin, New
Zealand)
Northern (Auckland,
New Zealand)
Solid Fibre
(Hamilton, New
Zealand)
Southern
(Christchurch, New
Zealand)
Carton Manufacturing
A-3