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<SEC-DOCUMENT>0000950130-02-001668.txt : 20020415
<SEC-HEADER>0000950130-02-001668.hdr.sgml : 20020415
ACCESSION NUMBER: 0000950130-02-001668
CONFORMED SUBMISSION TYPE: 10-K405
PUBLIC DOCUMENT COUNT: 14
CONFORMED PERIOD OF REPORT: 20011231
FILED AS OF DATE: 20020318
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: INTERNATIONAL PAPER CO /NEW/
CENTRAL INDEX KEY: 0000051434
STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621]
IRS NUMBER: 130872805
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-K405
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-03157
FILM NUMBER: 02578069
BUSINESS ADDRESS:
STREET 1: 400 ATLANTIC STREET
CITY: STAMFORD
STATE: CT
ZIP: 06921
BUSINESS PHONE: 203-541-8000
MAIL ADDRESS:
STREET 1: 400 ATLANTIC STREET
CITY: STAMFORD
STATE: CT
ZIP: 06921
FORMER COMPANY:
FORMER CONFORMED NAME: INTERNATIONAL PAPER & POWER CORP
DATE OF NAME CHANGE: 19710527
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K405
<SEQUENCE>1
<FILENAME>d10k405.txt
<DESCRIPTION>FORM 10-K 405
<TEXT>
<PAGE>
================================================================================
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:
<TABLE>
<CAPTION>
Outstanding In Treasury
----------- -----------
<S> <C> <C>
482,716,847 1,912,972
</TABLE>
The following documents are incorporated by reference into the parts of this
report indicated below:
<TABLE>
<S> <C>
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
</TABLE>
================================================================================
<PAGE>
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
<PAGE>
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
<PAGE>
Sales volumes of major products for 2001, 2000 and 1999 were as follows:
Sales By Volume (1) (2) (3)
(Unaudited)
<TABLE>
<CAPTION>
2001 2000 1999
----- ----- -----
<S> <C> <C> <C>
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
</TABLE>
- --------
(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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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:
<TABLE>
<CAPTION>
Page
-----
<S> <C>
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
</TABLE>
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
<PAGE>
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
<TABLE>
<C> <S>
(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).
</TABLE>
10
<PAGE>
<TABLE>
<C> <S>
(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.
</TABLE>
11
<PAGE>
(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
<PAGE>
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
<PAGE>
SCHEDULE II
INTERNATIONAL PAPER COMPANY AND CONSOLIDATED SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
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)
<S> <C> <C> <C> <C> <C>
Reserves Applied Against Specific Assets
Shown on Balance Sheet:
Doubtful accounts--current........... $128 $ 82 $ (31)(a) $179
Restructuring reserves............... 242 385 (306)(b) 321
</TABLE>
<TABLE>
<CAPTION>
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)
<S> <C> <C> <C> <C> <C>
Reserves Applied Against Specific Assets
Shown on Balance Sheet:
Doubtful accounts--current........... $106 $ 46 $ (24)(a) $128
Restructuring reserves............... 115 248 (121)(b) 242
</TABLE>
<TABLE>
<CAPTION>
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)
<S> <C> <C> <C> <C> <C>
Reserves Applied Against Specific Assets
Shown on Balance Sheet:
Doubtful accounts--current........... $115 $ 34 $ (43)(a) $106
Restructuring reserves............... 71 149 (105)(b) 115
</TABLE>
- --------
(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
<PAGE>
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:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/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
</TABLE>
/S/ BARBARA L. SMITHERS
*By: -------------------------
Barbara L. Smithers
Attorney-in-fact
15
<PAGE>
Appendix I
2001 Listing of Facilities
(All facilities are owned except noted otherwise)
<TABLE>
<S> <C> <C>
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
</TABLE>
A-1
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
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
</TABLE>
A-2
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
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
</TABLE>
A-3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.4
<SEQUENCE>3
<FILENAME>dex34.txt
<DESCRIPTION>BY-LAWS FO THE COMPANY AS AMENDED ON FEB. 13, 2001
<TEXT>
<PAGE>
Exhibit 3.4
================================================================================
By-Laws
of
International Paper Company
----------------
As Amended February 13, 2001
----------------
INTERNATIONAL [LOGO] PAPER
================================================================================
<PAGE>
BY-LAWS
OF
INTERNATIONAL PAPER COMPANY
----------------
ARTICLE I
STOCKHOLDERS' MEETINGS
SECTION 1. Annual Meeting. The annual meeting of the Stockholders of the
Corporation for the election of Directors, and for the transaction of such other
business as may come before the meeting, shall be held on such date and at such
place within or without the State of New York as shall have been fixed by the
Board of Directors on a timely basis.
SECTION 2. Special Meetings. Special meetings of the Stockholders, unless
otherwise provided by statute, or by the Certificate of Incorporation or other
certificate filed pursuant to law, at any time may be called or caused to be
called by a majority of the Board of Directors or by the Chairman of the Board,
or by the President. Special meetings shall be held at such place within or
without the State of New York as is specified in the call thereof.
SECTION 3. Notice of Meetings. Unless otherwise required by statute, the
notice of every meeting of the Stockholders shall be in writing and shall state
the place, date and hour of the meeting. Notice of a special meeting shall also
state the purpose or purposes for which the meeting is called. A copy of the
notice of any meeting shall be given personally, electronically or by mail, not
less than ten nor more than fifty days before the date of the meeting, to each
Stockholder entitled to vote at the meeting and to each Stockholder who, by
reason of any action proposed at such meeting, is entitled by law to notice
thereof. If mailed, it shall be directed to a Stockholder at his address as it
appears on the record of Stockholders or, if he shall have filed with the
Secretary of the Corporation a written request that notices to him be mailed to
some other address, then directed to him at such other address. If transmitted
electronically, such notice is given when directed to the Shareholder's
electronic mail address as supplied by the Shareholder to the Secretary of the
Corporation or as otherwise directed pursuant to the Shareholder's authorization
or instructions.
SECTION 4. Quorum. Proxies. Voting. Except as otherwise provided by law or
by the Certificate of Incorporation or other certificate filed pursuant to law,
at any meeting of the Stockholders there must be present in person or by proxy
the holders of record of stock representing at least one-third of the number of
votes entitled to be cast upon any question to be considered at the meeting in
order to constitute a quorum for the determination of such question, but a less
interest may adjourn the meeting from time to time without notice other than
announcement at the meeting until a quorum be present, and thereupon any
business may be transacted at the adjourned meeting which might have been
transacted at the meeting as originally called. Except as otherwise provided by
law or by the Certificate of Incorporation or other certificate filed pursuant
to law or by the By-Laws of the Corporation, a majority vote of a quorum at a
meeting shall decide any question brought before such meeting. Every holder of
record of stock of a class entitled to vote at a meeting shall be entitled to
one vote for every share of such stock standing in his name on the books of the
Corporation, and may vote either in person or by proxy.
SECTION 5. Presiding Officer and Secretary. At all meetings of the
Stockholders the Chairman of the Board, or in his absence the President, or in
his absence a Vice Chairman of the Board or a Vice President designated by the
Board of Directors, or if none be present, the appointee of the meeting, shall
preside. The Secretary of the Corporation, or in his absence an Assistant
Secretary, or if none be present, the appointee of the Presiding Officer of the
meeting, shall act as Secretary of the meeting.
SECTION 6. Inspectors. At each meeting of Stockholders at which Directors
are to be elected the Presiding Officer shall appoint two Inspectors of Election
who shall perform the duties required by the statute at that meeting and any
adjournment thereof. If any Inspector shall refuse to serve, or neglect to
attend at the election or his office becomes vacant, the Presiding Officer shall
appoint an Inspector in his place.
<PAGE>
The Presiding Officer of any meeting may also appoint, at such meeting, two
Inspectors with authority to count and report upon the votes cast at such
meeting upon such questions (other than the election of Directors) as may be
voted upon by ballot.
Inspectors shall be sworn.
SECTION 7. Stockholders' Meetings. No business may be transacted at an
annual meeting of Stockholders of the Corporation, other than business that is
either (a) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors or any duly authorized
committee thereof, (b) otherwise properly brought before the annual meeting by
or at the direction of the Board of Directors or any duly authorized committee
thereof or (c) otherwise properly brought before the annual meeting by any
Stockholder of the Corporation (i) who is a Stockholder of record on the date of
the giving of the notice provided for in this Section and on the record date for
the determination of Stockholders entitled to vote at such annual meeting and
(ii) who complies with the notice procedures set forth in this Section.
Business shall be brought before the annual meeting by any Stockholder of
the Corporation by notice in writing delivered or mailed by first class United
States mail, postage prepaid, to the Secretary of the Corporation at the
principal executive offices of the Corporation, and received by such person not
less than ninety (90) days nor more than one-hundred twenty (120) days prior to
any meeting of the Stockholders.
At Stockholder's notice to the Secretary shall set forth as to each matter
such Stockholder proposes to bring before the meeting (i) a brief description of
the business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and record address
of such Stockholder, (iii) the number of shares of stock of the Corporation
which are owned beneficially or of record by such Stockholder, (iv) a
description of all arrangements or understandings between such Stockholder and
any other person or persons (including their names) in connection with the
proposal of such business by such Stockholder and any material interest of such
Stockholder in such business and (v) a representation that such Stockholder
intends to appear in person or by proxy at the meeting to bring such business
before the meeting.
No business shall be conducted at the annual meeting of Stockholders except
business brought before the annual meeting in accordance with the procedures set
forth in this Section, provided, however, that once business has been properly
brought before the annual meeting in accordance with such procedures, nothing in
this Section shall be deemed to preclude discussion by any Stockholder of any
such business. The Presiding Officer of the meeting may, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the annual meeting in accordance with the foregoing procedure, and if
such person should so determine, he or she shall so declare to the meeting and
such business shall not be transacted.
Nothing in this Section 7 shall be deemed to affect any rights of
shareholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act and to put before such
meeting any proposals so included in the Corporation's proxy statement at his or
her request.
For purposes of this Section 7 and Article II, Section 9, "public
disclosure" shall mean disclosure in a communication sent by first class mail to
Stockholders, in a press release reported by the Dow Jones News Service, Reuters
Information Services, Inc., Associated Press or comparable national news service
or in a document filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. Number. Election. Vacancies. Term of Office. Within the limits
provided by the Corporation's Certificate of Incorporation or other certificate
filed pursuant to law, the Board of Directors shall determine from time to time
the number of Directors who shall constitute the entire Board of Directors. Any
such determination made by the Board of Directors shall continue in effect
2
<PAGE>
unless and until changed by the Board of Directors, but no such changes shall
affect the term of any Director then in office and, in case any of the Directors
then in office shall have been elected by holders of the Cumulative $4 Preferred
Stock in accordance with the provisions of the Certificate of the Corporation
filed May 31, 1946 pursuant to Section Thirty-six of the Stock Corporation law
(hereafter in this Section 1 referred to as the "Certificate filed May 31,
1946"), no increase in the number of Directors then in office shall be made
which would reduce the number of Directors then in office elected as aforesaid
to less than one-third (or the nearest whole number thereto) of the total number
of Directors then in office. The Board of Directors shall from time to time make
such determinations pursuant to this Section 1 as shall be necessary or
appropriate in order to ensure that, under any circumstances, the holders of
each series of the Serial Preferred Stock shall be able, giving effect to all
applicable provisions of the Corporation's Certificate of Incorporation, and of
these By-Laws (including, without limitation, the preceding sentence), duly and
effectively to exercise any exclusive right conferred upon them by the
Certificate of Incorporation or any certificate filed pursuant to law to elect
Directors of the Corporation.
Except as otherwise provided in the Certificate of Incorporation or other
certificate filed pursuant to law, at each annual meeting of the Stockholders,
the successors to the class of Directors whose terms shall then expire, up to
the number determined in accordance with the foregoing provisions and with the
provisions of the Certificate of Incorporation or other certificate filed
pursuant to law, shall be elected by ballot or by proxy by the holders of the
Common Stock by a plurality of the votes cast at such election.
Except as otherwise provided by law or in the Certificate of Incorporation
or other certificate filed pursuant to law and except as otherwise provided in
this paragraph, any vacancy in the Board occurring during the year, occurring as
a result of an increase in the number of Directors who shall constitute the
Board or any other vacancy, may be filled only by the vote of the Board provided
that a quorum is then in office and present, or by a majority of the Directors
then in office, if less than a quorum is then in office or by a sole remaining
Director. Any vacancy in the Board occurring during the year with respect to
Directors who may have been elected by holders of the Cumulative $4 Preferred
Stock in accordance with the provisions of the Certificate filed May 31, 1946
may only be filled by the holders of the Cumulative $4 Preferred Stock at a
special meeting of such holders in the same manner as at an annual meeting.
Except as otherwise provided by statute, or in the Certificate of
Incorporation or other certificate filed pursuant to law, the term of office of
each Director heretofore or hereafter elected shall be from the time of his
election and qualification until the third annual meeting next following his
election and until his successor shall have been duly elected and shall have
qualified.
Directors need not be Stockholders.
SECTION 2. Resignations. Any Director may resign his office at any time by
delivering his resignation in writing to the Corporation, and the acceptance of
such resignation, unless required by the terms thereof, shall not be necessary
to make such resignation effective.
SECTION 3. Method of Electing Entirely New Board. In case the entire Board
of Directors shall die or resign, any Stockholder may call a special meeting in
the same manner that the Chairman of the Board may call such meeting, and
Directors for the unexpired terms may be elected at any such special meeting in
the manner provided for their election at annual meetings.
SECTION 4. Powers. Except as provided by law, or by the Certificate of
Incorporation or other certificate of the Corporation filed pursuant to law, or
by these By-Laws, the powers, business and affairs of the Corporation shall be
exercised and managed by the Board of Directors.
SECTION 5. Meetings. Regular meetings of the Board of Directors shall be
held at such regular intervals and at such fixed time and place as from time to
time may be determined by the Board, and no notice of such meetings shall be
required.
Special meetings of the Board of Directors shall be held whenever called by
direction of the Chairman of the Board, or of a Vice Chairman of the Board, or
of the President, or of any two of the Directors for the time being in office.
3
<PAGE>
The Secretary shall give notice of each special meeting by mailing the same
not later than the second day before the meeting, or personally or by
telegraphing or telephoning the same not later than the day before the meeting,
to each Director, but such notice may be waived by any Director.
The Chairman of the Board, or in his absence, the President, or in his
absence, a Vice Chairman (to be designated by the persons present at the meeting
in the event of more than one Vice Chairman being present) shall preside at all
meetings of the Board of Directors. If all of the aforesaid officers be absent
or decline to act, the persons present may choose one of their number to act as
chairman of the meeting.
At the first meeting held after the annual meeting of Stockholders, the
Board of Directors shall elect the Executive Officers of the Corporation, each
of whom shall hold his office until the next annual election of Officers and
until another is elected and qualified in his stead, unless sooner removed.
Any Director may vote or act on behalf of the Corporation in contracting
with any other company, notwithstanding he may be an Officer, Director or
Stockholder therein.
Any one or more members of the Board of Directors or any Committee thereof
may participate in a meeting of the Board of Directors of such Committee by
means of a conference telephone or similar communications equipment allowing all
persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.
SECTION 6. Quorum. One-third of the total number of Directors determined
pursuant to Section 1 of this Article as constituting the Board of Directors
shall constitute a quorum for the transaction of business, but if there shall be
less than a quorum at any meeting of the Board, a majority of those present (or
if only one be present, then that one) may adjourn the meeting from time to time
and the meeting may be held as adjourned without further notice.
SECTION 7. Committees. The Board of Directors may appoint an Executive
Committee and such other committee or committees as they may determine. Such
committee or committees shall have such powers as shall be specified by
resolution of the Board of Directors. The Executive Committee, so far as
permitted by law, may be vested with all of the powers of the Board of Directors
when the Board of Directors is not in session. One-third of the total number of
Directors appointed to a Committee shall constitute a quorum for the transaction
of business.
SECTION 8. Compensation of Directors. Directors shall be entitled to
reasonable compensation for their services. They may be paid a fixed salary and
may also receive a fee for attendance at any meeting of the Board of Directors
or of any Committee of the Board. The amount of compensation shall be determined
by resolution of the Board. Nothing herein contained shall preclude any Director
from serving in any other capacity and receiving compensation therefor.
SECTION 9. Nominations. Nominations for election to the Board of Directors
of the Corporation at a meeting of the Stockholders may be made (a) by the
Board, or on behalf of the Board by any nominating committee appointed by the
Board, or (b) by any Stockholder of the Corporation (i) who is a Stockholder of
record on the date of the giving of the notice provided for in this Section and
on the record date for the determination of Stockholders entitled to vote at
such meeting and (ii) who complies with the notice procedures set forth in this
Section.
Stockholder nominations shall be made by notice in writing delivered or
mailed by first class United States mail, postage prepaid, to the Secretary of
the Corporation at the principal executive offices of the Corporation, and
received by such person not less than ninety (90) days nor more than one-hundred
twenty (120) days prior to any meeting of the Stockholders called for the
election of Directors.
Such notice shall set forth (a) as to each proposed nominee who is not an
incumbent Director (i) the name, age, business address and residence address of
each nominee proposed in such notice, (ii) the principal occupation or
employment of each such nominee, (iii) the number of shares of stock of the
Corporation which are beneficially owned by each such nominee, and (iv) any
other information concerning the nominee that must be disclosed of nominees in
proxy solicitations pursuant to Section 14 of the Securities Exchange Act of
1934, as amended from time to time (the "Exchange Act") and the rules and
regulations promulgated thereunder and (b) as to the Stockholder giving the
notice (i) the
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<PAGE>
name and record address of such Stockholder, (ii) the number of shares of stock
of the Corporation which are beneficially owned by such Stockholder, (iii) a
description of all arrangements or understandings between such Stockholder and
each proposed nominee and any other person or persons (including their names)
pursuant to which the nomination(s) are to be made by such Stockholder, (iv) a
representation that such Stockholder intends to appear in person or by proxy at
the annual meeting to nominate the persons named in its notice and (v) any other
information relating to such Stockholder that would be required to be disclosed
in a proxy statement or other filing required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder. Such notice
shall be accompanied by the written consent of each proposed nominee to serve as
a Director of the Corporation. No person shall be eligible for election as a
Director of the Corporation unless nominated in accordance with the procedures
set forth herein.
The Presiding Officer of the meeting may, if the facts warrant, determine
and declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if such person should so determine, he or she shall so
declare to the meeting and the defective nomination shall be disregarded.
ARTICLE III
OFFICERS AND AGENTS
SECTION 1. General. The Elected Officers of the Corporation shall be
elected by the Board of Directors. The Elected Officers of the Corporation may
include a Chief Executive Officer, a President, one or more Executive Vice
Presidents, Senior Vice Presidents, and Vice Presidents, a Treasurer, a
Secretary and such other Elected Officers as may be deemed necessary or
desirable. Any two or more such offices may be held by the same person, except
the offices of President and Secretary.
The Board of Directors, at any time and from time to time, may appoint or
authorize the Chief Executive Officer, to appoint one or more Vice Presidents, a
Controller, an Auditor, a Chief Tax Officer, one or more Assistant Treasurers
and one or more Assistant Secretaries, and such other Officers or agents as may
be deemed necessary or desirable, and may prescribe or authorize the Chief
Executive Officer to prescribe the powers and duties of each, and fill any
vacancy which may occur in any such office.
All Elected Officers shall be subject to removal at any time by the
affirmative vote of a majority of the whole Board of Directors. All other
Officers, and all heads of departments, managers, assistant managers, agents and
employees of the Corporation, may be removed at any time, by vote of the Board
of Directors, or by the Officer appointing them, or by any other superior
Officers or any Committee thereunto authorized by the Board.
SECTION 2. Chairman of the Board. The Chairman of the Board shall preside
at all meetings of the Stockholders and of the Board of Directors. He shall have
such other powers and perform such other duties as may, from time to time, be
specified by the Board of Directors.
SECTION 3. Vice Chairman of the Board. A Vice Chairman of the Board, in the
absence of the Chairman of the Board and the President, shall preside at
meetings of the Stockholders and of the Board of Directors. He shall have such
other powers and perform such other duties as may, from time to time, be
specified by the Board of Directors or by the chief executive officer of the
Corporation. He shall be subject to the control of the Board of Directors and to
the powers of the chief executive officer of the Corporation.
SECTION 4. President. The President, in the absence of the Chairman of the
Board, shall preside at meetings of the Stockholders and of the Board of
Directors. He shall have such other powers and perform such other duties as may,
from time to time, be specified by the Board of Directors or by the the chief
executive officer of the Corporation. He shall be subject to the control of the
Board of Directors and to the powers of the chief executive officer of the
Corporation.
SECTION 5. Chief Executive Officer. The chief executive officer shall have
general charge of the business of the Corporation and the power to formulate all
plans and policies in connection therewith,
5
<PAGE>
subject to the control of the Board of Directors. He shall keep the Board of
Directors fully informed and shall freely consult with the Board concerning the
business of the Corporation. He shall have such other powers and perform such
other duties as may, from time to time, be specified by the Board of Directors.
SECTION 6. Vice Presidents. Any Vice President shall have such powers and
perform such duties as may, from time to time, be specified by the Board of
Directors or by the chief executive officer of the Corporation.
SECTION 7. Treasurer. The Treasurer shall have the care and custody of the
funds and securities of the Corporation and shall have such powers and perform
such duties as are incident to the office of Treasurer, or as may, from time to
time, be specified by the Board of Directors or by the chief executive officer
of the Corporation. He shall be subject to the control of the Board of Directors
and to the powers of the chief executive officer of the Corporation.
SECTION 8. Assistant Treasurers. Any Assistant Treasurer shall perform such
duties as the Treasurer or the chief executive officer of the Corporation or the
Board of Directors may from time to time assign to him.
SECTION 9. Secretary. The Secretary shall have the care and custody of the
seal and minute books of the Corporation and shall have such powers and perform
such duties as are incident to the office of Secretary or as may, from time to
time, be specified by the Board of Directors. He shall be subject to the control
of the Board of Directors.
SECTION 10. Assistant Secretaries. Any Assistant Secretary shall perform
such duties as the Secretary or the chief executive officer of the Corporation
of the Board of Directors may from time to time assign to him.
SECTION 11. Controller. If a Controller shall have been elected, he shall
be the chief accounting officer of the Corporation and shall have such powers
and perform such duties as may, from time to time, be specified by the Board of
Directors or the chief executive officer of the Corporation.
SECTION 12. Auditor. If an Auditor shall have been elected, he shall have
full charge of the auditing of all accounts of every kind, subject to the
control of the Board of Directors, and shall also perform such other duties as
the Board of Directors or the chief executive officer of the Corporation may
from time to time direct.
SECTION 13. Chief Tax Officer. The Chief Tax Officer shall have
responsibility for all tax matters of the Corporation, subject to control of the
Board of Directors, and shall have such powers and perform such other duties as
the Board of Directors or the chief executive officer or the chief financial
officer may from time to time direct.
ARTICLE IV
CAPITAL STOCK
SECTION 1. Certificates of Shares and Uncertificated Shares. The shares of
each class of the capital stock of the Corporation shall be represented by
certificates or shall be uncertificated. Each registered holder of shares, upon
request to the Company, shall be provided with a certificate of stock
representing the number of shares owned by such holder. Certificates of stock
shall be issued in such forms, not inconsistent with law or with the Certificate
of Incorporation or other certificate filed pursuant to law, as shall be
approved by the Board of Directors.
SECTION 2. Transfers of Shares of Stock. Transfers of shares shall only be
made upon the books of the Corporation by the holder in person, or by the power
of attorney duly executed and filed with the Corporation, and on the surrender
and cancellation of the certificate or certificates of such shares properly
assigned.
The Board of Directors shall have power and authority to make all such
rules and regulations as they may deem expedient concerning the issue, transfer
and registration of certificates of shares in the capital stock of the
Corporation.
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<PAGE>
SECTION 3. Record Dates. For the purpose of determining the Stockholders
entitled to notice of or to vote at any meeting of Stockholders or any
adjournment thereof, or for the purpose of determining Stockholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board may fix, in advance, a date as the record
for any such determination of Stockholders. Such date shall not be more than
sixty nor less than ten days before the date of such meeting, nor more than
sixty days prior to any other action.
SECTION 4. Lost Certificates. No certificate of shares in the capital stock
of the Corporation shall be issued in place of any certificate alleged to have
been lost, stolen or destroyed, except on delivery to the Corporation of a bond
of indemnity, against such lost, stolen or destroyed certificate, with such
surety or security, if any, as shall be approved by the Treasurer or Secretary.
Proper and legal evidence of such loss, theft or destruction shall be produced
to the Treasurer or Secretary, if they require the same. The Treasurer or
Secretary may (except as otherwise provided in any agreement executed and
delivered on behalf of the Corporation and authorized by the Board of Directors)
in their discretion refuse to issue such new certificate, save upon the order of
the court having jurisdiction in such matters.
ARTICLE V
DIVIDENDS
Dividends may be declared and paid out of funds of the Corporation legally
available therefor as often and at such times and to such extent as the Board of
Directors may determine, consistent with the provisions of the Certificate of
Incorporation or other certificate filed pursuant to law.
ARTICLE VI
SEAL
The seal of the Corporation shall consist of a flat-faced circular die with
the name of the Corporation in a circle and the year of its incorporation in the
center.
ARTICLE VII
WAIVER
Any notice required by the By-Laws of the Corporation to be given to
Directors or Stockholders for any meeting may be waived by any Director or
Stockholder in writing, signed by such Director or Stockholder or by his
attorney thereunto authorized, and filed with the Secretary of the Corporation.
ARTICLE VIII
CHECKS, DRAFTS, NOTES, ETC.
Funds of the Corporation on deposit with banks shall be disbursed by checks
or drafts signed by such officer or officers as the Board of Directors from time
to time designate or by such person or persons as shall from time to time be
designated either by the Board of Directors or by such officer or officers as
the Board shall from time to time authorize so to do. Notes, drafts,
acceptances, bills of exchange, or other obligation for the payment of money
(other than checks and drafts on banks with which the Corporation has funds on
deposit) made, accepted, or endorsed, shall be signed by such officer or
officers or person or persons as the Board of Directors shall from time to time
designate.
ARTICLE IX
INDEMNIFICATION
The Corporation shall indemnify each Officer or Director who is made, or
threatened to be made, a party to any action by reason of the fact that he or
she is or was an Officer or Director of the Corporation, or is or was serving at
the request of the Corporation in any capacity for the Corporation or any other
enterprise, to the fullest extent permitted by applicable law. The Corporation
may, so far as permitted by law, enter into an agreement to indemnify and
advance expenses to any Officer or Director who is made, or threatened to be
made, a party to any such action.
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<PAGE>
ARTICLE X
AMENDMENTS
These By-Laws, or any of them, may be altered, amended, or repealed, and
new By-Laws may be adopted, at any annual meeting of the Stockholders, or at any
special meeting called for that purpose, by a vote of a majority of the shares
represented and entitled to vote thereat. The Board of Directors shall have the
power, by a majority vote of the whole Board, to alter or amend or repeal these
By-Laws, but any such action of the Board of Directors may be amended or
repealed by the Stockholders at any annual meeting.
I, , a duly appointed Assistant Secretary of
International Paper Company, a corporation duly organized and existing under the
laws of the State of New York, hereby certify that the foregoing comprises a
true and complete copy of the By-Laws of said International Paper Company as
amended to the date hereof, and that the same in force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate
seal of said International Paper Company this day of , 20 .
--------------------------------------------------
Assistant Secretary of International Paper Company
8
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>dex101.txt
<DESCRIPTION>LONG-TERM INCENTIVE COMPENSATION PLAN
<TEXT>
<PAGE>
Exhibit 10.1
AMENDED AND RESTATED
INTERNATIONAL PAPER COMPANY
LONG-TERM INCENTIVE COMPENSATION PLAN
1. Purpose and Effective Date
This plan shall be known as the International Paper Company Long-Term
Incentive Compensation Plan (the "Plan"). The purpose of this Plan is to provide
incentive for senior management officers and employees of the Company and its
subsidiaries (the "Company") to improve the performance of the Company on a
long-term basis, and to attract and retain in the employ of the Company persons
of outstanding competence. The terms "subsidiary" and "subsidiaries" as used
herein shall mean corporations which are owned or controlled by International
Paper Company, directly or indirectly.
The effective date of the Plan is January 1, 1989. The Plan was amended in
1994, 1999 and 2000 by a vote of shareholders.
2. Administration of the Plan
(a) The Plan shall be administered by a committee (the "Committee") which
shall be composed of members of the Board of Directors of the Company and which
shall be constituted so as to permit the Plan to comply with the provisions of
Rule 16b-3 under the Securities Exchange Act of 1934, as amended ("1934 Act")
(or any successor rule) and Section 162(m) of the Internal Revenue Code of 1986,
as amended (the "Code"). The Committee is authorized to administer and interpret
the Plan, to authorize, change, and waive the restrictions and conditions
imposed on awards and stock options under the Plan, to delegate the granting of
awards hereunder, and to adopt such rules and regulations for carrying out the
Plan as it may deem appropriate. Decisions of the Committee or its delegates on
all matters relating to the Plan shall be in the Committee's sole discretion and
shall be conclusive and binding on all parties, including the Company, the
shareholders and the participants.
(b) No member of the Committee or any employee acting on its behalf shall
incur any liability for any action or failure to act in connection with this
Plan. The Company shall indemnify each member of the Committee and any employee
acting on its behalf against any and all claims, losses, damages, expenses and
liabilities arising from any action or failure to act.
3. Participants
(a) Participation in this Plan shall be limited to senior managers and
other key employees of the Company as determined by the Committee or its
delegates. Awards of stock and stock appreciation rights and grants of stock
options may be made to such employees and for such respective numbers of Shares,
as the Committee or its delegates, in their absolute discretion
1
<PAGE>
shall determine (all such individuals to whom awards and options shall be
granted being herein called "participants").
(b) Members of the Board of Directors who are also employees of the Company
shall be eligible to participate in the Plan. However, members of the Board of
Directors who are not also employees of the Company shall be ineligible for
awards under this Plan. Notwithstanding the foregoing, any members of the Board
of Directors who are also retired employees of the Company shall be entitled to
the portions of their awards which are earned or vested pursuant to the
provisions of the Plan.
(c) A person who is compensated on the basis of a fee or retainer, as
distinguished from salary, shall not be eligible for participation in the Plan.
(d) Participation in this Plan, or receipt of an award or option under this
Plan, shall not give a participant any right to a subsequent award or option,
nor any right to continued employment by the Company for any period, nor shall
the granting of an award or option give the Company any right to continued
services of the participant for any period. Likewise, participation in the Plan
will not in any way affect the Company's right to terminate the employment of
the participant at any time with or without cause.
4. Definitions
(a) "Stock" or "Share" shall mean a share of the common stock of $1.00 par
value of International Paper Company.
(b) "Performance Shares" shall mean Shares contingently awarded with
respect to an Award Period and issued with the restriction that the holder may
not sell, transfer, pledge, or assign such Shares, and with such other
restrictions as the Committee in its sole discretion may determine (including,
without limitation, restrictions with respect to forfeiture of the Shares and
with respect to reinvestment of dividends in additional restricted Shares),
which restrictions may lapse separately or in combination at such time or times
(in installments or otherwise) as the Committee may determine.
(c) "Stock Appreciation Right" or "SAR" shall mean a right included in an
award under this Plan to receive upon exercise of the SAR a payment equal to the
amount of the appreciation in the fair market value of a Share over the exercise
price which is set forth in the SAR provided that the exercise price is not less
than the fair market value of a Share on the date the SAR is granted. Payment
upon exercise of an SAR may be in the form of cash, or restricted stock, or
unrestricted stock, or a combination, as determined by the Committee in its sole
discretion. SARs may be awarded separately or in combination with other awards
and stock options under this Plan pursuant to terms and conditions contained in
an award agreement as determined by the Committee.
2
<PAGE>
(d) "Change of Control of the Company" shall mean a change in control
of a nature that would be required to be reported in response to Item 5(f) of
Schedule 14A of Regulation 14A promulgated under the 1934 Act; provided that,
without limitation, such a change in control shall be deemed to have occurred if
(i) any "person" as such term is used in Sections 13(d) and 14(d)(2) of the 1934
Act (other than employee benefit plans sponsored by the Company) is or becomes
the beneficial owner, directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the Company's then
outstanding securities, or (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board of
Directors of the Company, cease for any reason to constitute at least a majority
thereof unless the election, or the nomination for election, by the Company's
shareholders of each new director was approved by a vote of at least two-thirds
of the directors still in office who were directors at the beginning of the
period.
5. Stock Available for the Plan
Subject to the adjustments permitted by Section 6 of the Plan, an
aggregate of twenty-five million five-hundred thousand (25,500,000) Shares shall
be available under the Plan as amended by the shareholders at the 1999 Annual
Meeting for delivery pursuant to the future awards, and options granted pursuant
to the Plan, together with any Shares previously authorized by shareholders
under the Plan, as previously amended, which are not yet issued to, or are
reacquired from, participants in the Plan as previously amended. Such Shares
shall be either previously unissued Shares or reacquired Shares. Shares covered
by awards which are not earned, or which are settled in cash, or which are
forfeited or terminated for any reason, and options which expire unexercised or
which are exchanged for other awards, shall again be available for other awards
and stock options under the Plan. Shares received by the Company in connection
with the exercise of stock options by delivery of other Shares, and received in
connection with payment of withholding taxes, shall again be available for
delivery under the Plan. Shares reacquired by the Company on the open market
using the cash proceeds received by the Company from the exercise of stock
options granted under the Plan as previously amended shall be available for
awards and options up to the number of Shares issued upon option exercises which
generated such proceeds, provided any such exercise occurred on or after January
1, 1989. Notwithstanding the foregoing, the maximum number of Shares available
for delivery pursuant to future awards, options and SARs to executive officers
of the Company who, at the time of grant, are subject to the provisions of
Section 16 of the 1934 Act shall not exceed 14,600,000 Shares, subject to the
adjustments permitted by Section 6 of the Plan. Notwithstanding any other
provision of this Plan, subject, however, to the adjustments permitted by
Section 6 of the Plan, the aggregate number of Shares that can be covered by
future stock options or SARs granted to any individual in any period of three
consecutive fiscal years shall be 1,800,000 and the aggregate number of
restricted Shares issued under this Plan after the 1999 annual meeting of
shareholders may not exceed 3,000,000 Shares.
3
<PAGE>
6. Changes in Stock and Exercise Price of Stock Options and SARs
In the event of any stock dividend, split-up, reclassification or other
analogous change in capitalization or any distribution (other than regular cash
dividends) to holders of the Company's common stock, the Committee shall make
such adjustments, if any, as it deems to be equitable in the exercise price of
outstanding options and SARs, and in the number of Performance Shares awarded
and earned, and in the number of Shares covered by any outstanding stock options
and SARs, granted under this Plan, and in the aggregate number of Shares covered
by this Plan.
7. Time of Granting Awards and Stock Options
Nothing contained in this Plan, or in any resolution adopted or to be
adopted by the Board of Directors or the shareholders of the Company, shall
constitute the granting of an award or stock option under this Plan. The
granting of an award or stock option pursuant to the Plan shall take place only
when authorized by the Committee or its delegates.
8. Death or Disability of a Participant
In the event of the death of a participant, a stock option or an SAR
may be exercised within one year of the participant's death by the participant's
designated beneficiary or beneficiaries (or if no beneficiary has been
designated or survives the participant, by the person or persons who have
acquired the rights of the participant by will or under the laws of descent and
distribution). If a participant becomes disabled, the participant may exercise a
stock option or an SAR within one year after the date of the disability.
For purposes of this Plan, the term "disabled" shall refer to the
condition of total disability defined in the Company's long-term disability
plan.
A participant may file with the Committee a designation of a
beneficiary or beneficiaries on a form approved by the Committee, which
designation may be changed or revoked by the participant's sole action, provided
that the change or revocation is filed with the Committee on a form approved by
it. In case of the death of the participant, before termination of employment or
after retirement or disability, any portions of the participant's award to which
the participant's designated beneficiary or estate is entitled under the Plan
and the award agreement, shall be paid to the beneficiary or beneficiaries so
designated or, if no beneficiary has been designated or survives such
participant, shall be delivered as directed by the executor or administrator of
the participant's estate.
9. Retirement of Holder of Stock Option or SAR
If a participant retires under a Company pension plan, the participant
may exercise a stock option or an SAR within its remaining term unless otherwise
provided in the award agreement. Retirement under any of the Company's pension
plans shall cause incentive stock options to be treated for federal income tax
purposes as non-qualified stock options on a date which is three
4
<PAGE>
months after the date of retirement. For purposes of this section, retirement
shall be given the meaning used under the Company's pension plan for salaried
employees.
10. Non-Transferability of Awards
No award, stock option or SAR under this Plan, and no rights or
interests therein, shall be assignable or transferable by a participant (or
legal representative), except at death by will or by the laws of descent and
distribution unless otherwise permitted by the Committee and by law and, in the
case of incentive stock options, to the extent consistent with Section 422 of
the Code.
11. Modification of the Plan
The Board of Directors, without further approval of the shareholders,
may at any time amend the Plan to take into account and comply with any changes
in applicable securities or federal income tax laws and regulations, or other
applicable laws and regulations, including without limitation, any modifications
to Rule 16b-3 under the 1934 Act or Section 162(m) of the Code (or any successor
rule, provision or regulation), terminate or modify or suspend (and if
suspended, may reinstate) any or all of the provisions of this Plan, except that
no modification of this Plan shall without the approval of the Company's
shareholders increase the total number of Shares for which awards, stock options
and SARs may be granted under the Plan (except pursuant to Section 6).
RESTRICTED PERFORMANCE SHARE AWARDS
12. Terms and Conditions of Awards of Performance Shares
(a) Each award of Performance Shares under this Plan shall be
contingently awarded with respect to a period of consecutive calendar years as
determined by the Committee (herein called an "Award Period") and shall be made
from reacquired Shares. The first complete Award Period under this Plan began
with the year 1989. A new Award Period shall commence at the beginning of each
calendar year.
(b) The Performance Shares awarded under this Plan will be earned by a
participant on the basis of the Company's financial performance over the Award
Period for which it was awarded, on the basis of pre-established performance
goals determined by the Committee in its sole discretion. The Performance
measurement criteria used for Performance Shares shall be limited to one or more
of: earnings per share, return on stockholders equity, return on investment,
return on assets, growth in earnings, growth in sales revenue, and shareholder
returns. Such criteria may be measured based on the Company's results or on the
Company's performance as measured against a group of peer companies selected by
the Committee. In applying such criteria, earnings may be calculated based on
the exclusion of discontinued operations and extraordinary items. Subject to the
adjustments permitted by Section 6 of the Plan, the maximum number of
Performance Shares that can be earned for any one individual for any future
Award Period is 100,000. Subject to such maximum number of Shares, the amount,
if any, that may be earned by
5
<PAGE>
a participant receiving Performance Shares may vary in accordance with the level
of achievement of the performance goal or goals established by the Committee.
(c) A participant's rights with respect to all unearned Performance
Shares shall terminate at the end of each Award Period.
(d) The number of Shares determined by the Committee to have been
earned with respect to any Award Period shall be final, conclusive and binding
upon all parties, including the Company, the shareholders and the participants.
(e) All dividend equivalents credited on Performance Shares during an
Award Period shall be reinvested in additional Performance Shares (which shall
be allocated to the same Award Period, and shall be subject to being earned by
the participant on the same basis as the original award).
(f) All dividends paid on earned restricted Shares under this part of
the Plan shall be paid in cash.
(g) As a condition of any award of Performance Shares under this Plan,
each participant shall enter into an award agreement authorized by the
Committee. The Committee may in its sole discretion, include additional
conditions and restrictions in the award agreement entered into under this Plan.
Settlements in Shares may be subject to forfeiture and other contingencies as
the Committee may determine.
(h) At the discretion of the Committee, SARs may be awarded separately
or in combination with other awards or grants under this portion of the Plan.
(i) In the event a Change of Control of the Company occurs, then
(A) all restrictions shall be immediately removed with
respect to all earned Performance Shares and
(B) a pro rata portion of each outstanding Award that would
have been earned were Company performance to reach the goals
established by the Committee for each uncompleted Award Period shall be
deemed earned (based on the number of months of the total Award Period
which have been completed prior to the Change of Control), and all
restrictions shall be immediately removed with respect to that number
of shares; the remaining portion of each Award shall remain outstanding
as Performance Shares subject to the provisions of this Plan and the
participant's award agreements.
6
<PAGE>
STOCK OPTION AWARDS
13. Terms and Conditions of Stock Options
(a) The Committee and its delegates shall have the sole authority to
grant stock options under this Plan. Such grants may consist of non-qualified
stock options, or Incentive Stock Options, or any combination thereof, as the
Committee shall decide from time to time. The aggregate fair market value
(determined at the time the option is granted) of the Stock with respect to
which Incentive Stock Options are exercisable for the first time by an
individual during a calendar year shall not exceed $100,000 as determined under
Section 422A of the Internal Revenue Code or comparable legislation. The maximum
number of Shares for which stock options can be awarded to any one individual
over any consecutive three-year period commencing on the effective date of the
amendment to the Plan is 1,800,000 Shares, subject to the adjustments permitted
by Section 6 of the Plan.
(b) The term of each option granted under the Plan shall be set by the
Committee, but in no event shall an Incentive Stock Option be exercised after
ten years following the date of its grant under this Plan.
(c) The exercise price of each option granted under the Plan shall be
no less than the fair market value of the underlying Stock at the time the
option is granted as determined by the Committee.
(d) Prior to the exercise of the option and delivery of the Stock
represented thereby, the participant shall have no rights to any dividends nor
be entitled to any voting rights on any Stock represented by outstanding
options.
(e) As a condition of any grant of a stock option under this Plan, each
participant shall enter into an award agreement authorized by the Committee. The
Committee may, in its sole discretion, include additional conditions and
restrictions in the award agreement entered into under this Plan.
(f) At the discretion of the Committee, SARs may be awarded separately
or in combination with other awards or grants under this part of the Plan.
14. Exercise of Stock Options
(a) Each stock option granted under this Plan shall be exercisable as
provided in accordance with the document evidencing the option by full payment
of the option price in cash or at the discretion of the Committee in Stock owned
by the participant (including Performance Shares and other restricted Shares
awarded under this Plan). Unless otherwise provided herein, a participant may
exercise a stock option only if he or she is an employee of the Company and has
continuously been an employee of the Company since the date the option was
granted.
7
<PAGE>
(b) If a stock option under this Plan is exercised by a participant,
then, at the discretion of the Committee, the participant may receive a
replacement option under this part of the Plan to purchase a number of Shares
equal to the number of Shares which the participant purchased on the exercise of
the option, with an exercise price equal to the current fair market value, and
with a term extending to the expiration date of the original stock option. If a
stock option is exercised by delivery of restricted Shares, then the participant
shall receive an equal number of identically restricted Shares; the remaining
option exercise Shares shall contain any applicable restrictions which are set
forth in the participant's award agreement and shall otherwise be unrestricted.
(c) In the event a Change of Control of the Company occurs, all stock
options granted under this part of the Plan shall be immediately exercisable,
and all restrictions on Shares issued under this plan pursuant to the exercise
of stock option shall be immediately removed.
CONTINUITY AWARDS
15. Terms and Conditions of Executive Continuity Awards
(a) Executive Continuity Awards may be made from time to time under
this Plan at the discretion of the Committee, in such amounts and upon such
terms and conditions as are established by the Committee under this portion of
the Plan.
(b) An executive Continuity Award shall consist of a tandem grant of
restricted Shares together with a related non-qualified stock option (options to
be granted in accordance with the provisions of sections 13-14 of this Plan) to
purchase a specified number of Shares, in such amounts as may be determined by
the Committee. All dividends paid on the restricted Shares shall be reinvested
in additional shares of restricted Shares (subject to the same restrictions,
terms and conditions). Upon attainment of age 65, (or death or the executive's
becoming disabled) or such other age as is determined in the sole discretion of
the Committee, or upon a Change of Control of the Company (as limited under
subsection (h) below), the restrictions on the award will be removed, and the
award will vest in the following manner, except as otherwise determined by the
Committee:
(i) If the current realizable gain on a tandem stock option is
greater than the current market value of the related restricted Shares
(including re-invested dividends), then all such shares of restricted
Shares shall be canceled and the term of the stock option shall
continue for the term set forth in the award agreement.
(ii) If the current market value of the restricted Shares
(including re-invested dividends) is greater than the current
realizable gain on any related tandem stock option, then the option
shall be canceled and the restrictions shall be removed from all of the
related restricted Shares.
8
<PAGE>
(c) If a stock option granted under this portion of the Plan is
exercised prior to the executive's attainment of an age determined by the
Committee, the related shares of restricted Shares shall be canceled, and the
additional Shares issued upon the exercise of the stock option shall be
restricted and subject to either forfeiture or repurchase by the Company at the
option exercise price for a period ranging up to 12 years from the date of the
grant of the option, or longer, as determined by the Committee and set forth in
the award agreement.
(d) A stock option granted under this portion of the Plan shall be
exercisable as provided in accordance with the document evidencing the option by
full payment of the option price in cash or, at the discretion of the Committee,
in Stock owned by the participant (including Performance Shares awarded under
this Plan). At the discretion of the Committee, the participant may receive a
replacement stock option to purchase a number of shares equal to the number of
shares purchased by the participant in exercising the option, with an exercise
price equal to the current market value, and with a term extending to the
expiration date of the original stock option. If an option is exercised by
delivery of restricted Shares, then the participant shall receive an equal
number of identically restricted Shares; the remaining option exercise Shares
shall be subject to the Company's right to impose restrictions on such Shares as
described in subsection (c) above.
(e) As a condition of any executive Continuity Award under this Plan,
each participant shall enter into an award agreement authorized by the
Committee. The Committee may, in its sole discretion, include additional
conditions and restrictions in the award agreement.
(f) At the discretion of the Committee, SARs may be awarded separately
or in combination with other awards or grants under this portion of the Plan.
(g) In the event a Change of Control of the Company occurs, all
restrictions shall be immediately removed with respect to the exercise of stock
options under this part of the Plan and with respect to Shares issued upon the
exercise of any stock option. A Change of Control, for these purposes, shall not
include a transaction initiated by management such as a management led buyout or
recapitalization except where such transaction (i) is in response to the
acquisition of 10% or more of the Company's stock or the announcement of a
tender offer for 20% or more of the Company's stock (other than by employee
benefit plans sponsored by the Company); or (ii) is approved by the Board in
accordance with the standards set forth in Section 717 of the New York Business
Corporation Law or any successor provision.
16. Terms and Conditions of Other Continuity Awards
(a) Awards of restricted stock hereinafter called "continuity awards"
may be made from time to time under the Plan at the discretion of the Committee
or its delegates, in such amounts and upon such terms and conditions as are
established by the Committee or its delegates under this portion of the Plan.
All dividends paid on the restricted Shares shall be reinvested in additional
shares of restricted Shares (subject to the same restrictions, terms and
conditions.)
9
<PAGE>
(b) As a condition of any such continuity award under this Plan, each
participant shall enter into an award agreement authorized by the Committee or
its delegates. The Committee or its delegates, in their sole discretion, may
include additional conditions or restrictions in the award agreement.
(c) In the event a Change of Control of the Company occurs, all
restrictions shall be immediately removed with respect to Shares issued as a
continuity award. A Change of Control, for these purposes, shall not include a
transaction initiated by management, such as a management led buyout or
recapitalization except where such transaction (i) is in response to the
acquisition of 10% or more of the Company's stock or the announcement of a
tender offer for 20% or more of the Company's stock (other than by employee
benefit plans sponsored by the Company); or (ii) is approved by the Board in
accordance with the standards set forth in Section 717 of the New York Business
Corporation Law or any successor provision.
MISCELLANEOUS
17. Prior Awards
Awards of stock options and Performance Shares made under the Plan
prior to the amendments approved by shareholders at the 1994 annual meeting
continued to be subject to the terms of the Plan and the instruments evidencing
such awards prior to such amendments becoming effective.
18. Tax Withholding
The Company shall have the right to deduct from any settlement of an
award made under the Plan, including the delivery or vesting of Shares, a
sufficient amount to cover withholding of any federal, state, local or foreign
jurisdiction taxes required by law, or to take such other action as may be
necessary to satisfy any such withholding obligations. The Committee may permit
or require Shares to be used to satisfy required tax withholding and such Shares
shall be valued at the fair market value as of the settlement date of the
applicable award.
10
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>5
<FILENAME>dex106.txt
<DESCRIPTION>STOCK OPTION AGREEMENT
<TEXT>
<PAGE>
Exhibit 10.6
INTERNATIONAL PAPER COMPANY
NONQUALIFIED STOCK OPTION AWARD
Identification Number:
John Sample
Any Address
Any Apartment
Any City, State 12354-5678
THIS CERTIFIES THAT the Management Development and Compensation Committee of the
Board of Directors of International Paper Company, a New York corporation (the
"Company"), has awarded NAME a Nonqualified Stock Option (this "Option") under
the International Paper Company Long-Term Incentive Compensation Plan (as may be
amended from time to time, the "Plan") to purchase NUMBER shares of common stock
(par value $1.00) of the Company (the "Common Stock") at a price of $XX.XXXX.
This Option is exercisable, subject to the provisions on the reverse side of
this certificate. The details of this Option are as follows:
NQSO Grant Number:
Total Option Award:
Option Price per Share:
Grant Date:
Expiration Date:
Vesting Date:
This Option is subject to the terms and conditions of the Plan. Terms not
otherwise defined in this certificate have the meaning assigned to them in the
Plan. In the event of any inconsistency between the terms hereof and the
provisions of the Plan, the Plan shall govern. By accepting this Option, you
acknowledge receipt of a copy of the Company's stock option award program
prospectus, represent that you are familiar with the terms and provisions of the
Plan and agree to accept this Option subject to all the terms and provisions of
the Plan.
IN WITNESS WHEREOF, the Company has caused this award to be executed by its duly
authorized officers as of this __th day of __________, 20__.
International Paper Company
Chairman & Chief Executive Officer
<PAGE>
1. Exercise of Options
Subject to the Plan and this certificate, this Option shall become exercisable
as set forth below, and thereafter may be exercised at any time, and from time
to time, in whole or in part, until its expiration or other termination;
provided that (a) this Option shall in no event be exercisable after the
Expiration Date; and (b) you have continuously been an employee of the Company
or a subsidiary of the Company since the Grant Date (except as provided in
Paragraphs 3, 4 or 5).
Exercise of this Option shall occur pursuant to appropriate notice, together
with provision for payment of (x) the full Option Price of the shares of Common
Stock for which this Option is exercised and (y) applicable withholding taxes.
2. Termination of This Option
Any unexercised portion of this Option shall terminate, and shall not be
exercisable, on and after the first to occur of the following dates: (a) the
Expiration Date; or (b) the date you cease to be an employee of the Company or a
subsidiary of the Company, unless the termination of employment results from
disability (within the meaning of Paragraph 3), retirement (within the meaning
of Paragraph 4) or death, or unless the Committee determines otherwise pursuant
to Section 2 of the Plan.
3. Disability
In the event you become totally disabled, this Option shall be immediately
exercisable and you may exercise this Option for up to the shorter of (a) one
year measured from the date of such total disability; or (b) the remaining term
of this Option. For purposes of this Paragraph 3, the term "totally disabled"
means the condition of total disability as defined in the Company's long-term
disability plan.
4. Retirement
In the event of your termination of employment because of retirement under a
Company pension plan on or after attaining (a) age 61 with 20 years service; (b)
age 62 with 10 years service; or (c) age 65 with 5 years service, this Option
shall be immediately exercisable and you may exercise this Option during its
remaining term.
5. Death
In the event of your death, this Option shall be immediately exercisable and may
be exercised for up to the shorter of (a) one year measured from the date of
your death; or (b) the remaining term of this Option, in either case by the
beneficiary or beneficiaries so designated (or if no beneficiary has been
designated or survives you, by the person or persons who have acquired your
rights by will or under the laws of descent and distribution).
6. Change of Control of the Company
In the event a Change of Control of the Company occurs, this Option shall be
immediately exercisable.
7. Waiver; Amendment; Termination
Subject to the Plan and applicable law, the Committee may waive any conditions
or rights under or change, amend or terminate this Option, prospectively or
retroactively; provided that any such waiver, change, amendment or termination
that would materially adversely affect your rights or your beneficiary or
beneficiaries shall not, to that extent, be effective without your (or his, her
or their) consent.
8. Other Terms and Conditions
(a) This Option is not an "incentive stock option" within the meaning of Section
422 of the Internal Revenue Code.
(b) Prior to the exercise of this Option and delivery of the stock represented
thereby, you shall have no rights to any dividends nor be entitled to any voting
rights on any stock represented by this Option.
(c) This Option is not transferable or assignable by you otherwise than by will
or the laws of descent and distribution, and during your lifetime is exercisable
only by you or your guardian or legal representative.
(d) Decisions of the Committee or its delegates on all matters relating to the
Plan shall be in the Committee's sole discretion and shall be conclusive and
binding on all parties, including the Company, the shareholders and you.
(e) If at any time the Board of Directors or the Committee shall determine, in
its discretion, that the listing, registration or qualification of any shares of
Common Stock subject to this Option upon any securities exchange or under any
state or federal law, or the consent or approval of any regulatory commission or
agency having jurisdiction, is necessary or desirable as a condition of, or in
connection with, the granting of this Option or the issue and sale of shares
hereunder, this Option may not be exercised in whole or in part. Inability of
the Company to obtain from any such regulatory commission or agency authority
which counsel for the Company deems necessary for the lawful issuance and sale
of Common Stock to satisfy this Option shall relieve the Company from any
liability for failure to issue and sell Common Stock to satisfy this Option
pending the time when such authority is obtained or is obtainable, and any delay
caused thereby shall in no way affect the date of termination of this Option.
(f) All of the terms and conditions of this certificate shall be binding upon
any surviving spouse, beneficiary, executor, administrator, heirs, successors or
assigns of you.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.8A
<SEQUENCE>6
<FILENAME>dex108a.txt
<DESCRIPTION>FORM OF CHANGE OF CONTROL AGREEMENT JOHN T DILLON
<TEXT>
<PAGE>
A
Exhibit 10.8(a)
Mr. ((First_Name)) ((MI)) ((Last_Name))
International Paper Company
((TITLE))
((ADDRESS))
((CITY)), ((STATE)) ((ZIP))
Dear ((First)):
International Paper Company (the "Company") considers the establishment and
maintenance of a sound and vital management to be essential to protecting and
enhancing the best interests of the Company and its shareholders. In this
connection, the Company recognizes that, as is the case with many publicly held
corporations, the possibility of a change of control may exist and that such
possibility, and the uncertainty and questions which it may raise among senior
management, may result in the departure or distraction of senior management
personnel to the detriment of the Company and its shareholders. Accordingly, the
Company's Board of Directors has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of
members of the Company's senior management, including yourself, to their
assigned duties without distraction in the face of the potentially disturbing
circumstances arising from the possibility of a change of control of the
Company.
In order to induce you to remain in the employ of the Company, and to
continue to exercise your special skills and knowledge at the Company, this
letter agreement (this "Agreement") sets forth the benefits which the Company
agrees will be provided to you in the event your employment with the Company is
terminated subsequent to a Change of Control (as defined in Section 2 under the
circumstances described below.
1. TERM
This Agreement shall commence on the date hereof and, unless there is a
Change of Control, shall continue until the earliest of (a) your termination of
employment as a
<PAGE>
"full-time employee" of the Company, (b) the date when you attain the age of 65
years or (c) the date when this Agreement is terminated by the Company in
accordance with the next sentence. If a Change of Control has not occurred, then
the Company shall have the right at any time to terminate this Agreement by
giving you 6 months prior written notice of termination of this Agreement.
If a Change of Control occurs at any time prior to the termination of this
Agreement pursuant to the preceding paragraph, then this Agreement shall
terminate on the second anniversary of such Change of Control.
2. CHANGE OF CONTROL
(a) For purposes of this Agreement, a "Change of Control" shall be
deemed to have occurred if:
(i) any "person" (as such term is used in Section 13(d) of the
Securities Exchange Act of 1934, as amended, other than employee
benefit plans sponsored by the Company) is or becomes the beneficial
owner, directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the Company's
then outstanding securities;
(ii) during any period of 2 consecutive years, individuals who
at the beginning of such period constitute the Board of Directors of
the Company (the "Board") cease for any reason to constitute at least
a majority thereof, unless the election, or the nomination for
election, by the Company's shareholders of each new director was
approved by a vote of at least two-thirds (2/3) of the directors then
still in office who were directors at the beginning of the period;
(iii) a reorganization, merger or consolidation of the Company is
consummated, in each case, unless, immediately following such
reorganization, merger or consolidation, (x) more than 50% of the then
outstanding shares of common stock of the corporation resulting from
such reorganization, merger or consolidation and the combined voting
power of the then outstanding securities of such corporation entitled
to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
persons who were the beneficial owners of the Company's securities
outstanding immediately prior to such reorganization, merger or
consolidation, (y) no person (other than employee benefit plans
sponsored by the Company) beneficially owns, directly or indirectly,
20% or more of the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger or
consolidation or the combined voting power of the then outstanding
securities of such corporation entitled to vote generally in the
election of directors and (z) at least a majority of the members of
the board of directors of the corporation resulting from such
reorganization, merger or consolidation were members of the Board at
the time of the execution of the initial agreement providing for such
reorganization, merger or consolidation;
2
<PAGE>
(iv) the sale or other disposition of all or substantially all of
the assets of the Company is consummated, other than to any
corporation with respect to which, immediately following such sale or
other disposition, (x) more than 50% of the then outstanding shares of
common stock of such corporation and the combined voting power of the
then outstanding securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the persons who
were the beneficial owners of the Company's securities outstanding
immediately prior to such sale or other disposition, (y) no person
(other than employee benefit plans sponsored by the Company)
beneficially owns, directly or indirectly, 20% or more of the then
outstanding shares of common stock of such corporation or the combined
voting power of the then outstanding securities of such corporation
entitled to vote generally in the election of directors and (z) at
least a majority of the members of the board of directors of such
corporation were members of the Board at the time of the execution of
the initial agreement or action of the Board providing for such sale
or other disposition; or
(v) the shareholders of the Company approve a complete
liquidation or dissolution of the Company;
provided that a "Change of Control", as it affects any award specified in the
International Paper Company Long-Term Incentive Compensation Plan in effect
immediately prior to a Change of Control ("the LTICP"), shall have the meaning
for a "Change of Control of the Company" set forth in such plan and, as it
affects any benefits pursuant to the International Paper Company Unfunded
Supplemental Retirement Plan for Senior Managers then in effect (the "SERP"),
shall have the meaning for a "Change of Control" set forth in the SERP.
(b) Provided that you remain in the employment of the Company as of
the date immediately preceding a Change of Control, then upon the
occurrence of such Change of Control:
(i) each stock option to purchase shares of the common stock of
the Company (or such other securities of the Company that may be
substituted for such stock of the Company) granted to you by the
Company under any plan, arrangement or agreement before or after the
date hereof (but prior to the Change of Control), including the LTICP,
and then held by you shall become fully (100%) vested and exercisable;
(ii) any and all forfeiture provisions, transfer restrictions
and any other restrictions applicable to each award of restricted
stock of the Company (or such other securities of the Company that may
be substituted for such stock of the Company) granted to you by the
Company under any plan, arrangement or agreement before or after the
date hereof (but prior to the Change of Control), including the LTICP,
and then held by you shall immediately lapse in their entirety;
(iii) the performance goals applicable to any performance-based
awards granted to you by the Company under any plan,
3
<PAGE>
arrangement or agreement (other than any short-term annual incentive
plan) before or after the date hereof (but prior to the Change of
Control), including the LTICP, and then held by you will be deemed to
have been fully satisfied (i.e., achieved at 100% of target, or, if
higher and determinable, achieved at the actual level) and all
forfeiture provisions, transfer restrictions and any other
restrictions applicable to any such performance-based awards shall
immediately lapse in their entirety and all such awards shall be fully
and immediately payable; and
(iv) each executive continuity award and each other long-term
award granted to you by the Company under any plan, arrangement or
agreement before or after the date hereof (but prior to the Change of
Control), including the LTICP, and then held by you shall become fully
(100%) vested and, if applicable, exercisable.
3. TERMINATION OF EMPLOYMENT FOLLOWING CHANGE IN CONTROL
If a Change in Control shall have occurred and your employment is
subsequently terminated by you or by the Company, you shall be entitled to the
benefits provided in Section 4 for the respective reasons for termination set
forth therein. Such reasons are defined as follows:
(a) Disability. Termination by the Company or you of your employment
----------
based on "Disability" shall mean termination in accordance with the
Company's long-term disability policy in effect immediately prior to the
Change of Control or in accordance with any long-term disability
arrangement established with your consent with respect to you (in either
case, "Company Disability Policy").
(b) Retirement. Termination by the Company or you of your employment
----------
based on "Retirement" shall mean termination on or after age 65 in
accordance with the Company's retirement policy in effect immediately prior
to the Change of Control or in accordance with any retirement arrangement
established with your consent with respect to you (in either case, "Company
Retirement Policy").
(c) Cause. Termination by the Company of your employment for "Cause"
-----
shall mean termination upon:
(i) the willful and continued failure by you substantially to
perform your duties with the Company (other than any such failure
resulting from your incapacity due to physical or mental illness or
any such actual or anticipated failure resulting from termination by
you for Good Reason) after a written demand for substantial
performance is delivered to you by the Board, which demand
specifically identifies the manner in which the Board believes that
you have not substantially performed your duties; or
(ii) the willful engaging by you in gross misconduct which is
demonstrably and materially injurious to the Company, monetarily or
4
<PAGE>
otherwise, including but not limited to your conviction or guilty plea
for any felony crime.
For purposes of this Section 3(c), no act, or failure to act, on your part
shall be deemed "willful" unless done, or omitted to be done, by you not in good
faith and without reasonable belief that your action or omission was in the best
interest of the Company, or, in the alternative, unless your act or failure to
act has resulted in your conviction or guilty plea for any felony crime.
Notwithstanding the foregoing, you shall not be deemed to have been
terminated for Cause unless and until there shall have been delivered to you a
copy of a resolution duly adopted by the affirmative vote of not less than
three-quarters (3/4) of the entire membership of the Board at a meeting of the
Board called and held for such purpose (after reasonable notice to you and an
opportunity for you, together with your counsel, to be heard before the Board),
finding that in the good faith opinion of the Board you were guilty of conduct
set forth above in Sections 3(c)(i) or 3(c)(ii) and specifying the particulars
thereof in detail.
(d) Voluntary Termination. You may terminate employment at any time
---------------------
within a period of 18 months following a Change of Control.
(e) Notice of Termination. Any termination of your employment by the
---------------------
Company pursuant to Sections 3(a), 3(b) or 3(c) or by you pursuant to
Section 3(d) shall be communicated by written Notice of Termination to the
other party hereto in accordance with Section 6. For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which shall
indicate the specific termination provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of your employment under the
provision so indicated.
(f) Date of Termination. "Date of Termination" shall mean: (i) if
-------------------
your employment is terminated for Disability or Retirement, the date of
termination as a "full-time employee" under the Company Disability Policy
or Company Retirement Policy, respectively, (ii) if your employment is
terminated pursuant to Section 3(d), the date specified in the Notice of
Termination and (iii) if your employment is terminated for any other
reason, the date on which a Notice of Termination is given; provided that
if within 10 business days after any Notice of Termination is given, the
party receiving such Notice of Termination notifies the other party that a
dispute exists concerning such termination, the Date of Termination shall
be the date on which the dispute is finally determined, either by mutual
written agreement of the parties, by a binding and final arbitration award,
or by a final judgment, order or decree of a court of competent
jurisdiction (the time for appeal therefor having expired and no appeal
having been perfected).
4. COMPENSATION UPON TERMINATION OR DURING DISABILITY
(a) Disability. During any period that you fail to perform your
----------
duties under this Agreement as a result of incapacity due to physical or
mental illness, you shall continue to receive your full base salary and
benefits at the rate
5
<PAGE>
and level then in effect until your employment is terminated pursuant to
Section 3(a). Thereafter, your benefits shall be determined in accordance
with the Company Disability Policy, and the Company shall have no further
obligations to you under this Agreement.
(b) Retirement. If your employment is terminated pursuant to Section
----------
3(b), then your benefits shall be determined in accordance with the
Retirement Plan for Salaried Employees of International Paper Company and
the SERP (or, for each, the substitute plan then in effect), referred to
collectively in this Agreement as the "Pension Plan", and the Company shall
have no further obligations to you under this Agreement.
(c) Cause. If you employment is terminated for Cause, then the
-----
Company shall pay you your full base salary, plus normal benefits to which
you would otherwise be entitled, through the Date of Termination at the
rate and level in effect at the time Notice of Termination is given, and
the Company shall have no further obligations to you under this Agreement.
(d) Other Termination. Upon your termination of employment (other
-----------------
than for death or pursuant to Sections 3(a), 3(b) or 3(c)), the Company
shall pay to you the following amounts in cash in one lump-sum payment
within 30 days of the Date of Termination:
(i) your full base salary through the Date of Termination, at
the rate in effect at the time Notice of Termination is given, plus an
amount in cash equal to the value of any vacation earned but not taken
(based upon such rate of base salary);
(ii) to the extent not paid, your full prior-year short-term
annual incentive compensation (in the amount determined prior to the
Date of Termination, or if such amount has not been determined as of
the Date of Termination, an amount not less than the higher of (x)
your actual short-term annual incentive compensation amount for the
year before such prior-year or (y) your target short-term annual
incentive compensation amount for such prior-year);
(iii) your short-term annual incentive compensation for the year
in which the Date of Termination occurs (the "Termination Year"), as
if the performance goals applicable to such amount have been fully
satisfied (i.e., achieved at 100% of target, or, if higher and
determinable, achieved at the actual level); provided that such
compensation will be prorated to reflect the number of days that have
elapsed as of the Date of Termination since the beginning of such
Termination Year;
(iv) the product of "3" times a "Base Amount" consisting of the
sum of (I) your annualized base salary as of the Date of Termination
and (II) the greater of (x) your target short-term annual incentive
compensation amount for the year in which the Date of Termination
occurs or (y) your average short-term annual incentive compensation
amount during the 3 years preceding the Date of Termination (it being
6
<PAGE>
understood that in the case of the most recent year preceding the Date
of Termination, such amount may, if applicable, be the amount to which
you have become entitled under Section 4(d)(ii) in respect of such
year); provided that Base Amount shall exclude any compensation under
long-term incentive compensation plans, performance share plans, stock
option plans or executive continuity awards;
(v) an amount equal to the unpaid amount of any deferred
incentive award if you were the recipient of a deferred incentive
award which was not fully paid at the Date of Termination;
(vi) an amount equal to the following:
(A) the value of the product of the Product Number
times your average earned award (deferred and
non-deferred) under the International Paper Company
Performance Share Plan in effect as of the Date of
Termination, or such successor plan (the "PSP"), for the 3
years preceding the Date of Termination (but excluding any
special executive continuity award from that value);
(B) the value of any common stock of the Company
("Company Common Stock") previously earned but deferred
under the PSP or the former Performance Incentive Plan;
provided that the value to be used in determining awards
under this Section 4(d)(vi) shall be the average of the
closing prices of Company Common Stock as reported for New
York Stock Exchange Composite Transactions (or such other
stock exchange where Company Common Stock is principally
listed) for 30 consecutive trading days ending with the
Date of Termination.
(vii) stock options equal to the product of the Product Number
times the average number of stock options awarded to you during the 3
years prior to the Termination Year (but excluding any special
executive continuity award stock options); plus the extension of all
stock options held by you for the period from the Date of Termination
until the end of the normal terms of the options had your employment
status not changed; plus
(viii) in the event it shall be determined that any compensation
by or benefit from the Company to you or for your benefit, whether
pursuant to the terms of this Agreement or otherwise (collectively,
the "Payment"), would be subject to the excise tax imposed by Section
4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or
any similar provision or any interest or penalties with respect to
such excise tax (such excise tax, together with any such interest and
penalties, are
7
<PAGE>
hereinafter collectively referred to as the "Excise Tax"), an
additional lump-sum payment (a "Gross-Up Payment") in an amount
determined by the Company's outside auditors such that after
payment by you of all taxes (including any interest or penalties
imposed with respect to such taxes), including any Excise Tax,
imposed upon the Gross-Up Payment, you retain an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the
Payment; provided, however, that if the aggregate value of the
Payment is less than 115% of the product of "3" times your "base
amount" (as defined in Section 280G(b)(3) of the Code) (such
product, the "Golden Parachute Threshold"), then you shall not be
entitled to any Gross-Up Payment and, instead, the Payment shall
be reduced to an amount equal to $1.00 less than the Golden
Parachute Threshold;
provided that such lump-sum payment under this Section 4(d) shall be
deposited in a "rabbi trust" upon the execution of any merger, stock
purchase, asset purchase or similar agreement that, upon the
consummation of the transactions contemplated thereunder, would result
in a Change of Control; and provided further that the payments made to
you under this Section 4(d) shall be in lieu of any salary, severance
or termination payments, or payments under compensation or deferred
compensation plans (other than payments due from trusts) for periods
prior to and subsequent to the Date of Termination.
(e) Normal Benefits. Notwithstanding your termination of
---------------
employment (other than for death or pursuant to Sections 3(a), 3(b) or
3(c)), the Company shall maintain in full force and effect for the
continued benefit of you and your dependents until the date you reach
the age of 65, all employee benefit plans and programs or arrangements
in which you were entitled to participate immediately prior to the
Date of Termination (including medical and dental insurance coverage
for you and your dependents), except the Company's Salary Continuance
Plan, Company Disability Policy, travel and accident insurance and the
savings investment plans; provided that your continued participation
is possible under the general terms and provisions of such plans and
programs. In the event that your participation in any such plan or
program is barred, the Company shall arrange to provide you with
benefits substantially similar to those which you are entitled to
receive under such plans and programs except as otherwise provided in
Section 4(f). At the end of the period of coverage, you shall have the
option to have assigned to you at no cost and with no apportionment of
prepaid premiums, any assignable insurance policy owned by the Company
and relating specifically to you. Any portion of the payment set forth
in Section 4(d) which constitutes "compensation" (as that term is
defined under the Pension Plan) shall be included in determining your
benefit entitlement under the terms of the Pension Plan. It is
understood and agreed that you shall be entitled to any benefits in
which you are vested as of termination pursuant to the terms of the
respective benefit plans including but not limited to the Pension
Plan.
(f) Benefits Outside the Pension Plan. Notwithstanding your
---------------------------------
termination of employment (other than for death or pursuant to
Sections 3(a), 3(b) or 3(c)), you shall be entitled to a lump-sum
payment in cash in addition to the payment set forth in Section 4(d)
calculated as follows:
8
<PAGE>
(i) your vested benefits under the terms of the Pension Plan
will be paid to you pursuant to Section 4(e); in addition, you shall
be paid under this Section 4(f) an amount equal to the difference
between (A) the actuarial present value on the Date of Termination of
your accrued vested benefits under the Pension Plan (payable as a life
annuity from age 65) and (B) the actuarial present value on the Date
of Termination of what your accrued benefits under the Pension Plan
(payable as a life annuity from age 65) would have been if the period
and payments referred to in Section 4(d)(iv) were recognized under the
Pension Plan.
(ii) in calculating the lump-sum payment referred to in this
Section 4(f), the Company will use the applicable Pension Benefit
Guaranty Corporation interest rate effective as of your Date of
Termination and will make such payment no later than 30 days following
the date of determination of the amount due.
(g) Executive Financial Counseling Services. You shall be entitled to
---------------------------------------
receive executive financial counseling services valued up to $20,000 in
aggregate.
(h) Non-Mitigation of Damages. You shall not be required to mitigate
-------------------------
the amount of any payment provided for in this Section 4 (by seeking other
employment or otherwise), nor shall the amount of any payment provided for in
this Section 4 be reduced by any compensation earned by you as a result of
employment by another employer after the Date of Termination.
5. SUCCESSORS; BINDING AGREEMENT
(a) Successor Companies. The Company will require any successor
-------------------
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Company, by
agreement in form and substance satisfactory to you, expressly to assume and
agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform it if no such succession had taken
place. Failure by the Company to obtain such agreement prior to the
effectiveness of any such succession shall be a breach of this Agreement and
shall entitle you to terminate your employment and to receive compensation from
the Company in the same amount and on the same terms as you would be entitled
hereunder if you voluntarily terminated your employment following a Change of
Control, except that for purposes of implementing the foregoing, the date on
which any such succession becomes effective shall be deemed the Date of
Termination. As used in this Agreement, "Company" shall mean the Company
hereinbefore defined and any successor to its business and/or assets as
aforesaid which executes and delivers the agreement provided for in this Section
5 or which otherwise becomes bound by all terms and provisions of this Agreement
by operation of law.
(b) Heirs; Representatives. This Agreement shall inure to the benefit
----------------------
of and be enforceable by your personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.
9
<PAGE>
If you should die while any amounts would still be payable to you hereunder
if you had continued to live, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to
your devisee, legatee or other designee, or, if there be no such designee,
to your estate.
6. NOTICE
For the purposes of this Agreement, notices and all other communications
provided for in the Agreement shall be in writing and shall be deemed to have
been duly given when delivered or mailed by United States certified mail, return
receipt requested, postage prepaid, addressed to the respective addresses set
forth on the first page of this Agreement; provided that all notices to the
Company shall be directed to the attention of the Senior Vice President Human
Resources of the Company with a copy to the Secretary of the Company, or to such
address as either party may have furnished to the other in writing in accordance
herewith, except that notices of change of address shall be effective only upon
receipt.
7. MISCELLANEOUS
This Agreement constitutes the entire agreement on this subject matter
between the parties and supersedes any prior oral or written agreements or
understandings on the subject matter covered by this Agreement and shall not be
amended or modified except by written agreement signed by both parties. No
significant provisions of this Agreement may be waived or discharged, unless
such waiver or discharge is in writing signed by the party who is making the
waiver or discharge. No waiver by either party hereto at any time of any breach
by the other party hereto of, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a waiver of
any similar or dissimilar provisions or conditions at the same or at any prior
or subsequent time. In the event that this Agreement provides benefits upon
termination of your employment which duplicate benefits contained in any
employment arrangement with you, such arrangement shall automatically be amended
in accordance with this Agreement so that your benefits under this Agreement
shall be sole and exclusive to the extent to which they are duplicative. The
validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the State of New York.
8. VALIDITY
The invalidity or unenforceability of any provisions of this Agreement
shall not affect the validity or enforceability of any other provisions of this
Agreement, which shall remain in full force and effect.
9. ARBITRATION; LEGAL EXPENSES
Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration in New York, New York, in
accordance with the rules of the American Arbitration Association then in
effect. Notwithstanding the pendency of any such dispute or controversy, the
Company will continue to pay you your base salary in effect when the notice
giving rise to the dispute was given, and will continue you as a participant in
all compensation, benefit and insurance plans in which you were participating
when the notice giving rise to the dispute was given, until the dispute is
finally resolved.
10
<PAGE>
The Company shall also pay all legal fees and expenses incurred by you as a
result of such termination (including all such fees and expenses, if any,
incurred in contesting or disputing any such termination or in seeking to obtain
or enforce any right or benefit provided by this Agreement), except such fees
and expenses incurred in connection with any frivolous claim or suit. All
amounts paid under this Section 9 are in addition to any other amounts due under
this Agreement and shall not be offset against or reduce any other amounts due
under this Agreement.
Judgment may be entered on the arbitrator's award in any court having
jurisdiction; provided, however, that you shall be entitled to seek specific
performance of your right to be paid until the Date of Termination during the
pendency of any dispute or controversy arising under or in connection with this
Agreement.
10. RELEASE.
You will be required to execute and deliver a valid and irrevocable release
of employment-related claims in the form provided by the Company in order to
receive any of your compensation or benefits pursuant to the terms of this
Agreement.
11
<PAGE>
If this, letter correctly sets forth our agreement on the subject
matter hereof, kindly sign and return to the Company the enclosed copy of this
letter which will then constitute our agreement on this subject.
Sincerely,
INTERNATIONAL PAPER COMPANY
By:
-----------------------------------------
J. N. Carter
SVP, Human Resources
Agreed:
_________________________________________
(First_Name)(Last_Name)
(TITLE)
Social Security Number: _________________
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.8B
<SEQUENCE>7
<FILENAME>dex108b.txt
<DESCRIPTION>FORM OF CHANGE OF CONTROL AGREEMENT -TIER I
<TEXT>
<PAGE>
Exhibit 10.8(b)
A
Mr.(First_Name)(MI)(Last_Name)
International Paper Company
(TITLE)
(ADDRESS)
(CITY),(STATE)(ZIP)
Dear(First):
International Paper Company (the "Company") considers the establishment and
maintenance of a sound and vital management to be essential to protecting and
enhancing the best interests of the Company and its shareholders. In this
connection, the Company recognizes that, as is the case with many publicly held
corporations, the possibility of a change of control may exist and that such
possibility, and the uncertainty and questions which it may raise among senior
management, may result in the departure or distraction of senior management
personnel to the detriment of the Company and its shareholders. Accordingly, the
Company's Board of Directors has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of
members of the Company's senior management, including yourself, to their
assigned duties without distraction in the face of the potentially disturbing
circumstances arising from the possibility of a change of control of the
Company.
In order to induce you to remain in the employ of the Company, and to
continue to exercise your special skills and knowledge at the Company, this
letter agreement (this "Agreement") sets forth the benefits which the Company
agrees will be provided to you in the event your employment with the Company is
terminated subsequent to a Change of Control (as defined in Section 2) under the
circumstances described below.
1. TERM
This Agreement shall commence on the date hereof and, unless there is a
Change of Control, shall continue until the earliest of (a) your termination of
employment as a "full-time employee" of the Company, (b) the date when you
attain the age of 65 years or (c) the date when this Agreement is terminated by
the Company in accordance with the next sentence. If a Change of Control has not
occurred, then the Company shall have the right at any time to terminate this
Agreement by giving you 6 months prior written notice of termination of this
Agreement.
<PAGE>
If a Change of Control occurs at any time prior to the termination of this
Agreement pursuant to the preceding paragraph, then this Agreement shall
terminate on the second anniversary of such Change of Control.
2. CHANGE OF CONTROL
(a) For purposes of this Agreement, a "Change of Control" shall be
deemed to have occurred if:
(i) any "person" (as such term is used in Section 13(d) of the
Securities Exchange Act of 1934, as amended, other than employee
benefit plans sponsored by the Company) is or becomes the beneficial
owner, directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the Company's
then outstanding securities;
(ii) during any period of 2 consecutive years, individuals who
at the beginning of such period constitute the Board of Directors of
the Company (the "Board") cease for any reason to constitute at least
a majority thereof, unless the election, or the nomination for
election, by the Company's shareholders of each new director was
approved by a vote of at least two-thirds (2/3) of the directors then
still in office who were directors at the beginning of the period;
(iii) a reorganization, merger or consolidation of the Company is
consummated, in each case, unless, immediately following such
reorganization, merger or consolidation, (x) more than 50% of the then
outstanding shares of common stock of the corporation resulting from
such reorganization, merger or consolidation and the combined voting
power of the then outstanding securities of such corporation entitled
to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
persons who were the beneficial owners of the Company's securities
outstanding immediately prior to such reorganization, merger or
consolidation, (y) no person (other than employee benefit plans
sponsored by the Company) beneficially owns, directly or indirectly,
20% or more of the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger or
consolidation or the combined voting power of the then outstanding
securities of such corporation entitled to vote generally in the
election of directors and (z) at least a majority of the members of
the board of directors of the corporation resulting from such
reorganization, merger or consolidation were members of the Board at
the time of the execution of the initial agreement providing for such
reorganization, merger or consolidation;
(iv) the sale or other disposition of all or substantially all
of the assets of the Company is consummated, other than to any
corporation with respect to which, immediately following such sale or
other disposition, (x) more than 50% of the then outstanding shares of
common stock of such corporation and the combined voting power of the
then outstanding securities of such corporation entitled to vote
generally in the
2
<PAGE>
election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the persons who
were the beneficial owners of the Company's securities
outstanding immediately prior to such sale or other
disposition, (y) no person (other than employee benefit plans
sponsored by the Company) beneficially owns, directly or
indirectly, 20% or more of the then outstanding shares of
common stock of such corporation or the combined voting power
of the then outstanding securities of such corporation
entitled to vote generally in the election of directors and
(z) at least a majority of the members of the board of
directors of such corporation were members of the Board at the
time of the execution of the initial agreement or action of
the Board providing for such sale or other disposition; or
(v) the shareholders of the Company approve a complete
liquidation or dissolution of the Company;
provided that a "Change of Control", as it affects any award specified
in the International Paper Company Long-Term Incentive Compensation
Plan in effect immediately prior to a Change of Control ("the LTICP"),
shall have the meaning for a "Change of Control of the Company" set
forth in such plan and, as it affects any benefits pursuant to the
International Paper Company Unfunded Supplemental Retirement Plan for
Senior Managers in effect immediately prior to a Change of Control
(the "SERP"), shall have the meaning for a "Change of Control" set
forth in the SERP.
(b) Provided that you remain in the employment of the
Company as of the date immediately preceding a Change of Control, then
upon the occurrence of such Change of Control:
(i) each stock option to purchase shares of the common
stock of the Company (or such other securities of the Company
that may be substituted for such stock of the Company) granted
to you by the Company under any plan, arrangement or agreement
before or after the date hereof (but prior to the Change of
Control), including the LTICP, and then held by you shall
become fully (100%) vested and exercisable;
(ii) any and all forfeiture provisions, transfer
restrictions and any other restrictions applicable to each
award of restricted stock of the Company (or such other
securities of the Company that may be substituted for such
stock of the Company) granted to you by the Company under any
plan, arrangement or agreement before or after the date hereof
(but prior to the Change of Control), including the LTICP, and
then held by you shall immediately lapse in their entirety;
(iii) the performance goals applicable to any
performance-based awards granted to you by the Company under
any plan, arrangement or agreement (other than any short-term
annual incentive plan) before or after the date hereof (but
prior to the Change of Control), including the LTICP, and then
held by you will be deemed to have been fully satisfied (i.e.,
achieved at 100% of target, or, if higher and determinable,
achieved at the actual level) and all forfeiture provisions,
transfer restrictions and any other restrictions applicable to
any such
3
<PAGE>
performance-based awards shall immediately lapse in their entirety and
all such awards shall be fully and immediately payable; and
(iv) each executive continuity award and each other long-term
award granted to you by the Company under any plan, arrangement or
agreement before or after the date hereof (but prior to the Change of
Control), including the LTICP, and then held by you shall become fully
(100%) vested and, if applicable, exercisable.
3. TERMINATION OF EMPLOYMENT FOLLOWING CHANGE IN CONTROL
If a Change of Control occurs, you shall be entitled to the benefits
provided in Section 5 upon the subsequent termination of your employment during
the term of this Agreement, unless such termination is (x) because of your
death, Disability (as defined below) or Retirement (as defined below), (y) by
the Company for Cause (as defined below) or (z) by you, other than for Good
Reason (as defined below).
(a) Disability; Retirement. If, as a result of your incapacity due to
----------------------
physical or mental illness, you shall have been absent from the full-time
performance of your duties with the Company for 6 consecutive months, and
within 30 days after written notice of termination is given you shall not
have returned to the full-time performance of your duties, the Company may
terminate your employment for "Disability". Termination based on
"Retirement" shall mean voluntary termination after your becoming eligible
for "normal retirement" under the Company's pension plan in effect
immediately prior to a Change of Control.
(b) Cause. Termination by the Company of your employment for "Cause"
-----
shall mean termination upon:
(i) the willful and continued failure by you substantially to
perform your duties with the Company (other than any such failure
resulting from your incapacity due to physical or mental illness or
any such actual or anticipated failure resulting from termination by
you for Good Reason) after a written demand for substantial
performance is delivered to you by the Board, which demand
specifically identifies the manner in which the Board believes that
you have not substantially performed your duties; or
(ii) the willful engaging by you in conduct which is demonstrably
and materially injurious to the Company, monetarily or otherwise.
For purposes of this Section 3(b), no act, or failure to act, on your part
shall be deemed "willful" unless done, or omitted to be done, by you not in good
faith and without reasonable belief that your action or omission was in the best
interest of the Company.
Notwithstanding the foregoing, you shall not be deemed to have been
terminated for Cause unless and until there shall have been delivered to you a
copy of a resolution
4
<PAGE>
duly adopted by the affirmative vote of not less than three-quarters (3/4) of
the entire membership of the Board at a meeting of the Board called and held for
such purpose (after reasonable notice to you and an opportunity for you,
together with your counsel, to be heard before the Board), finding that in the
good faith opinion of the Board you were guilty of conduct set forth above in
Sections 3(b)(i) or 3(b)(ii) and specifying the particulars thereof in detail.
(c) Good Reason. You shall be entitled to terminate your
-----------
employment for Good Reason. For purposes of this Agreement, "Good
Reason" shall mean, without your express written consent, any of the
following:
(i) the assignment to you of any duties with the Company
(or with a successor or affiliated company) inconsistent with your
status as an executive, or a substantial adverse alteration in the
nature or status of your responsibilities, from those in effect
immediately prior to a Change of Control;
(ii) a reduction in your annual base salary as in effect on
the date hereof or as the same may be increased from time to time
(except for across-the-board salary reductions similarly
affecting all executives of the Company and all executives of any
person in control of the Company);
(iii) the failure by the Company to continue in effect any
material compensation plan in which you participate (including
but not limited to the Company's performance share plan, stock
option plan and management incentive plan, each as in effect
immediately prior to a Change of Control) or any substitute plans
adopted prior to the Change of Control, unless an equitable
arrangement (embodied in an ongoing substitute or alternative
plan) has been made with respect to such plan in connection with
the Change of Control, or the failure by the Company to continue
your participation therein on substantially the same basis, both
in terms of the amount of benefits provided and the level of your
participation relative to other participants, as existed
immediately prior to the Change of Control;
(iv) except for across-the-board reductions similarly
affecting all executives of the Company and all executives of any
person in control of the Company: (A) the failure by the Company
to continue to provide you with benefits substantially similar to
those enjoyed by you under any of the Company's pension, life
insurance, medical, health and accident or disability plans in
which you were participating at the time of a Change of Control,
(B) the taking of any action by the Company which would directly
or indirectly materially reduce any of such benefits or deprive
you of any material fringe benefit enjoyed by you at the time of
the Change of Control or (C) the failure by the Company to
provide you with the number of paid vacation days to which you
are entitled on the basis of years of service with the Company in
accordance with the Company's normal vacation policy in effect
immediately prior to the Change of Control;
5
<PAGE>
(v) the failure of the Company to obtain a satisfactory
agreement from any successor to assume and agree to perform this
Agreement;
(vi) any purported termination of your employment which is
not effected pursuant to a Notice of Termination satisfying the
requirements of Section 3(d) (and, if applicable, the
requirements of Section 3(b((; for purposes of this Agreement, no
such purported termination shall be an effective termination by
the Company;
(vii) the individual holding the position of Chief Executive
Officer prior to the time of occurrence of the event constituting
the Change of Control shall have ceased to hold such position
(except when such cessation is the result of the person's
Disability or Retirement or was for Cause); or
(viii) the Company's requiring you to be based anywhere
other than the Company's current principal executive offices,
except for required travel on the Company's business to an extent
substantially consistent with your present business travel
obligations.
Your right to terminate your employment pursuant to this Section 3(c)
shall not be affected by your incapacity due to physical or mental illness.
(d) Notice of Termination. Any termination of your employment by
---------------------
the Company or by you shall be communicated by written Notice of
Termination to the other party hereto in accordance with Section 7.
For purposes of this Agreement, a "Notice of Termination" shall mean a
notice which shall indicate the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of
your employment under the provision so indicated, and shall specify a
date for termination of employment ("Date of Termination") which shall
not be less than 30 days or more than 60 days after the date of
delivery of the Notice of Termination.
4. DEATH, DISABILITY OR ELIGIBILITY FOR NORMAL RETIREMENT
This Agreement shall not be applicable in the event of termination of
your employment because of your death, Disability or Retirement.
5. COMPENSATION UPON TERMINATION
If a Change of Control occurs and your employment is subsequently
terminated during the term of this Agreement under the circumstances described
in Section 3 (other than for Cause) which entitle you to benefits under this
Agreement, then:
(a) The Company will continue to provide medical and dental
insurance coverage to you and your dependents which is comparable in
benefits and in participant contributions, deductibles, co-payments
and other terms, to the coverage which you had (i) immediately prior
to the Change of Control or (ii) as
6
<PAGE>
of the Date of Termination, whichever is better in your sole discretion,
and this coverage will continue until such time as you become eligible to
join a comparable plan sponsored by another employer, or attain age 65 and
are eligible to enroll in the Medicare program.
(b) After you attain age 65, the Company will provide retiree medical
coverage for you and your dependents which is comparable in benefits and in
participant contributions, deductibles, co-payments and other terms to the
coverage provided by the Company's retiree medical plan in effect (i)
immediately prior to the Change of Control or (ii) as of the Date of
Termination, whichever is better in your sole discretion (with a
coordination of benefits clause comparable to the clause used in connection
with the relevant retiree medical plan).
(c) The Company shall pay to you the following amounts in one
lump-sum payment in cash within 30 days of the Date of Termination:
(i) your full base salary through the Date of Termination, at
the rate in effect at the time Notice of Termination is given, plus an
amount in cash equal to the value of any vacation earned but not taken
(based upon such rate of base salary);
(ii) to the extent not paid, your full prior-year short-term
annual incentive compensation (in the amount determined prior to the
Date of Termination, or if such amount has not been determined as of
the Date of Termination, an amount not less than the higher of (x)
your actual short-term annual incentive compensation amount for the
year before such prior-year or (y) your target short-term annual
incentive compensation amount for such prior-year);
(iii) your short-term annual incentive compensation for the year
in which the Date of Termination occurs, as if the performance goals
applicable to such amount have been fully satisfied (i.e., achieved at
100% of target, or, if higher and determinable, achieved at the actual
level); provided that such compensation will be prorated to reflect
the number of days that have elapsed as of the Date of Termination
since the beginning of such year; plus
(iv) a termination payment equal to the sum of:
(A) the product of "3" times a "Base Amount" consisting
of the sum of (I) your annualized base salary as of the
Date of Termination and (II) the greater of (x) your target
short-term annual incentive compensation amount for the
year in which the Date of Termination occurs or (y) your
average short-term annual incentive compensation amount
during the 3 years preceding the Date of Termination (it
being understood that in the case of the most recent year
preceding the Date of Termination, such amount may, if
applicable, be the amount to which you have become
7
<PAGE>
entitled under Section 5(c)(ii) in respect of such year);
provided that Base Amount shall exclude any compensation
under long-term incentive compensation plans, performance
share plans, stock option plans or executive continuity
awards; plus
(B) in the event it shall be determined that any
compensation by or benefit from the Company to you or for
your benefit, whether pursuant to the terms of this
Agreement or otherwise (collectively, the "Payment"), would
be subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code"), or
any similar provision or any interest or penalties with
respect to such excise tax (such excise tax, together with
any such interest and penalties, are hereinafter
collectively referred to as the "Excise Tax"), an
additional lump-sum payment (a "Gross-Up Payment") in an
amount determined by the Company's outside auditors such
that after payment by you of all taxes (including any
interest or penalties imposed with respect to such taxes),
including any Excise Tax, imposed upon the Gross-Up
Payment, you retain an amount of the Gross-Up Payment equal
to the Excise Tax imposed upon the Payment; provided,
however, that if the aggregate value of the Payment is less
than 115% of the product of "3" times your "base amount"
(as defined in Section 280G(b)(3) of the Code) (such
product, the "Golden Parachute Threshold"), then you shall
not be entitled to any Gross-Up Payment and, instead, the
Payment shall be reduced to an amount equal to $1.00 less
than the Golden Parachute Threshold;
provided that such lump-sum payment under this Section 5(c) shall be deposited
in a "rabbi trust" upon the execution of any merger, stock purchase, asset
purchase or similar agreement that, upon the consummation of the transactions
contemplated thereunder, would result in a Change of Control.
(d) You shall be entitled to receive the highest, as determined by
the Company's outside auditors, of:
(i) your benefits pursuant to the SERP, as if there had been a
Change of Control;
(ii) your benefits pursuant to the SERP, as if there had not
been a Change of Control and as if you were credited with 3 years of
additional age and 3 years of additional service; or
(iii) your benefits pursuant to the Retirement Plan of
International Paper Company in effect immediately prior to the Change
of Control, as if you were credited with 3 years of additional age and
3 years of additional service.
8
<PAGE>
You shall be entitled to receive the benefits under this Section 5(d) as a
lump-sum payment within 30 days of the Date of Termination and you shall not be
required to receive any consent or other approval from the Company to receive
such benefits.
(e) You shall be entitled to receive executive financial counseling
services valued up to $20,000 in aggregate.
You shall not be required to mitigate the amount of any payment provided
for in this Section 5 (by seeking other employment or otherwise), nor shall the
amount of any payment provided for in this Section 5 be reduced by any
compensation earned by you as a result of employment by another employer after
the Date of Termination.
The compensation set forth above shall be in lieu of any severance or
termination payments which might otherwise be payable under any other severance
programs or policy or practice of the Company, other than those set out as part
of any of the Company's long-term incentive plans, performance share plans,
stock option plans, executive continuity awards and retirement or supplemental
retirement plans.
In addition to the payments under this Agreement, you shall continue to be
eligible to receive all of your vested accrued benefits under employee pension
and welfare benefit plans sponsored by the Company.
6. SUCCESSORS; BINDING AGREEMENT
(a) Successor Companies. The Company will require any successor
-------------------
(whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company, by agreement in form and substance satisfactory to you, expressly
to assume and agree to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform it if no such
succession had taken place. Failure by the Company to obtain such agreement
prior to the effectiveness of any such succession shall be a breach of this
Agreement and shall entitle you to terminate your employment and to receive
compensation from the Company in the same amount and on the same terms as
you would be entitled hereunder if you terminated your employment for Good
Reason, except that the date on which any such succession becomes effective
shall be deemed the Date of Termination. As used in this Agreement,
"Company" shall mean the Company hereinbefore defined and any successor to
its business and/or assets as aforesaid which executes and delivers the
agreement provided for in this Section 6 or which otherwise becomes bound
by all terms and provisions of this Agreement by operation of law.
(b) Heirs; Representatives. This Agreement shall inure to the benefit
----------------------
of and be enforceable by your personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If
you should die while any amounts would still be payable to you hereunder if
you had continued to live, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to
your devisee, legatee or other designee, or, if there be no such designee,
to your estate.
9
<PAGE>
7. NOTICE
For the purposes of this Agreement, notices and all other communications
provided for in the Agreement shall be in writing and shall be deemed to have
been duly given when delivered or mailed by United States certified mail, return
receipt requested, postage prepaid, addressed to the respective addresses set
forth on the first page of this Agreement; provided that all notices to the
Company shall be directed to the attention of the Senior Vice President Human
Resources of the Company with a copy to the Secretary of the Company, or to such
address as either party may have furnished to the other in writing in accordance
herewith, except that notices of change of address shall be effective only upon
receipt.
8. MISCELLANEOUS
This Agreement constitutes the entire agreement on this subject matter
between the parties and supersedes any prior oral or written agreements or
understandings on the subject matter covered by this Agreement and shall not be
amended or modified except by written agreement signed by both parties. No
significant provisions of this Agreement may be waived or discharged, unless
such waiver or discharge is in writing signed by the party who is making the
waiver or discharge. No waiver by either party hereto at any time of any breach
by the other party hereto of, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a waiver of
any similar or dissimilar provisions or conditions at the same or at any prior
or subsequent time. In the event that this Agreement provides benefits upon
termination of your employment which duplicate benefits contained in any
employment arrangement with you, such arrangement shall automatically be amended
in accordance with this Agreement so that your benefits under this Agreement
shall be sole and exclusive to the extent to which they are duplicative. The
validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the State of New York.
9. VALIDITY
The invalidity or unenforceability of any provisions of this Agreement
shall not affect the validity or enforceability of any other provisions of this
Agreement, which shall remain in full force and effect.
10. ARBITRATION; LEGAL EXPENSES
Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration in New York, New York, in
accordance with the rules of the American Arbitration Association then in
effect. Notwithstanding the pendency of any such dispute or controversy, the
Company will continue to pay you your base salary in effect when the notice
giving rise to the dispute was given, and will continue you as a participant in
all compensation, benefit and insurance plans in which you were participating
when the notice giving rise to the dispute was given, until the dispute is
finally resolved.
The Company shall also pay all legal fees and expenses incurred by you as a
result of such termination (including all such fees and expenses, if any,
incurred in contesting or disputing any such termination or in seeking to obtain
or enforce any right or benefit provided by this Agreement), except such fees
and expenses incurred in
10
<PAGE>
connection with any frivolous claim or suit. All amounts paid under this Section
10 are in addition to any other amounts due under this Agreement and shall not
be offset against or reduce any other amounts due under this Agreement.
Judgment may be entered on the arbitrator's award in any court having
jurisdiction; provided, however, that you shall be entitled to seek specific
performance of your right to be paid until the Date of Termination during the
pendency of any dispute or controversy arising under or in connection with this
Agreement.
11. RELEASE.
You will be required to execute and deliver a valid and irrevocable release
of employment-related claims in the form provided by the Company in order to
receive any of your compensation or benefits pursuant to the terms of this
Agreement.
11
<PAGE>
If this, letter correctly sets forth our agreement on the subject matter
hereof, kindly sign and return to the Company the enclosed copy of this letter
which will then constitute our agreement on this subject.
Sincerely,
INTERNATIONAL PAPER COMPANY
By:_________________________________
J. N. Carter
SVP, Human Resources
Agreed:
________________________________________
((First_Name))((Last_Name))
((TITLE))
Social Security Number: ________________
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.8C
<SEQUENCE>8
<FILENAME>dex108c.txt
<DESCRIPTION>FORM OF CHANGE OF CONTROL AGREEMENT - TIER II
<TEXT>
<PAGE>
Exhibit 10.8(C)
INTERNATIONAL PAPER
Mr./Ms. [Full Name]
International Paper Company
President & Chief Executive Officer
400 Atlantic Street
Stamford, CT 06921
Dear [First Name]:
International Paper Company (the "Company") considers the establishment
and maintenance of a sound and vital management to be essential to protecting
and enhancing the best interests of the Company and its shareholders. In this
connection, the Company recognizes that, as is the case with many publicly held
corporations, the possibility of a change of control may exist and that such
possibility, and the uncertainty and questions which it may raise among senior
management, may result in the departure or distraction of senior management
personnel to the detriment of the Company and its shareholders. Accordingly, the
Company's Board of Directors has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of
members of the Company's senior management, including yourself, to their
assigned duties without distraction in the face of the potentially disturbing
circumstances arising from the possibility of a change of control of the
Company.
In order to induce you to remain in the employ of the Company, and to
continue to exercise your special skills and knowledge at the Company, this
letter agreement (this "Agreement") sets forth the benefits which the Company
agrees will be provided to you in the event your employment with the Company is
terminated subsequent to a Change of Control (as defined in Section 2) under the
circumstances described below.
1. TERM
This Agreement shall commence on the date hereof and, unless there is a
Change of Control, shall continue until the earliest of (a) your termination of
employment as a "full-time employee" of the Company, (b) the date when you
attain the age of 65 years or (c) the date when this Agreement is terminated by
the Company in accordance with the next sentence. If a Change of Control has not
<PAGE>
occurred, then the Company shall have the right at any time to terminate this
Agreement by giving you 6 months prior written notice of termination of this
Agreement.
If a Change of Control occurs at any time prior to the termination of
this Agreement pursuant to the preceding paragraph, then this Agreement shall
terminate on the first anniversary of such Change of Control.
2. CHANGE OF CONTROL
(a) For purposes of this Agreement, a "Change of Control" shall be
deemed to have occurred if:
(i) any "person" (as such term is used in Section 13(d) of the
Securities Exchange Act of 1934, as amended, other than employee
benefit plans sponsored by the Company) is or becomes the beneficial
owner, directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the Company's
then outstanding securities;
(ii) during any period of 2 consecutive years, individuals who at
the beginning of such period constitute the Board of Directors of the
Company (the "Board") cease for any reason to constitute at least a
majority thereof, unless the election, or the nomination for election,
by the Company's shareholders of each new director was approved by a
vote of at least two-thirds (2/3) of the directors then still in
office who were directors at the beginning of the period;
(iii) a reorganization, merger or consolidation of the Company is
consummated, in each case, unless, immediately following such
reorganization, merger or consolidation, (x) more than 50% of the then
outstanding shares of common stock of the corporation resulting from
such reorganization, merger or consolidation and the combined voting
power of the then outstanding securities of such corporation entitled
to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
persons who were the beneficial owners of the Company's securities
outstanding immediately prior to such reorganization, merger or
consolidation, (y) no person (other than employee benefit plans
sponsored by the Company) beneficially owns, directly or indirectly,
20% or more of the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger or
consolidation or the combined voting power of the then outstanding
securities of such corporation entitled to vote generally in the
election of directors and (z) at least a majority of the members of
the board of directors
2
<PAGE>
of the corporation resulting from such reorganization, merger or
consolidation were members of the Board at the time of the execution
of the initial agreement providing for such reorganization, merger or
consolidation;
(iv) the sale or other disposition of all or substantially all of
the assets of the Company is consummated, other than to any
corporation with respect to which, immediately following such sale or
other disposition, (x) more than 50% of the then outstanding shares of
common stock of such corporation and the combined voting power of the
then outstanding securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the persons who
were the beneficial owners of the Company's securities outstanding
immediately prior to such sale or other disposition, (y) no person
(other than employee benefit plans sponsored by the Company)
beneficially owns, directly or indirectly, 20% or more of the then
outstanding shares of common stock of such corporation or the combined
voting power of the then outstanding securities of such corporation
entitled to vote generally in the election of directors and (z) at
least a majority of the members of the board of directors of such
corporation were members of the Board at the time of the execution of
the initial agreement or action of the Board providing for such sale
or other disposition; or
(v) the shareholders of the Company approve a complete
liquidation or dissolution of the Company;
provided that a "Change of Control", as it affects any award specified in the
International Paper Company Long-Term Incentive Compensation Plan in effect
immediately prior to a Change of Control ("the LTICP"), shall have the meaning
for a "Change of Control of the Company" set forth in such plan and, as it
affects any benefits pursuant to the International Paper Company Unfunded
Supplemental Retirement Plan for Senior Managers in effect immediately prior to
a Change of Control (the "SERP"), shall have the meaning for a "Change of
Control" set forth in the SERP.
(b) Provided that you remain in the employment of the Company as of
the date immediately preceding a Change of Control, then upon the
occurrence of such Change of Control:
(i) each stock option to purchase shares of the common stock of
the Company (or such other securities of the Company that may be
substituted for such stock of the Company) granted to you by the
Company under any plan, arrangement or agreement before or after the
date hereof (but prior to the Change of Control),
3
<PAGE>
including the LTICP, and then held by you shall become fully (100%)
vested and exercisable;
(ii) any and all forfeiture provisions, transfer restrictions and
any other restrictions applicable to each award of restricted stock of
the Company (or such other securities of the Company that may be
substituted for such stock of the Company) granted to you by the
Company under any plan, arrangement or agreement before or after the
date hereof (but prior to the Change of Control), including the LTICP,
and then held by you shall immediately lapse in their entirety;
(iii) the performance goals applicable to any performance-based
awards granted to you by the Company under any plan, arrangement or
agreement (other than any short-term annual incentive plan) before or
after the date hereof (but prior to the Change of Control), including
the LTICP, and then held by you will be deemed to have been fully
satisfied (i.e., achieved at 100% of target, or, if higher and
determinable, achieved at the actual level) and all forfeiture
provisions, transfer restrictions and any other restrictions
applicable to any such performance-based awards shall immediately
lapse in their entirety and all such awards shall be fully and
immediately payable; and
(iv) each executive continuity award and each other long-term
award granted to you by the Company under any plan, arrangement or
agreement before or after the date hereof (but prior to the Change of
Control), including the LTICP, and then held by you shall become fully
(100%) vested and, if applicable, exercisable.
3. TERMINATION OF EMPLOYMENT FOLLOWING CHANGE IN CONTROL
If a Change of Control occurs, you shall be entitled to the benefits
provided in Section 5 upon the subsequent termination of your employment during
the term of this Agreement, unless such termination is (x) because of your
death, Disability (as defined below) or Retirement (as defined below), (y) by
the Company for Cause (as defined below) or (z) by you, other than for Good
Reason (as defined below).
(a) Disability; Retirement. If, as a result of your incapacity due to
----------------------
physical or mental illness, you shall have been absent from the full-time
performance of your duties with the Company for 6 consecutive months, and
within 30 days after written notice of termination is given you shall not
have returned to the full-time performance of your duties, the Company may
terminate your employment for "Disability". Termination
4
<PAGE>
based on "Retirement" shall mean voluntary termination after your becoming
eligible for "normal retirement" under the Company's pension plan in effect
immediately prior to a Change of Control.
(b) Cause. Termination by the Company of your employment for "Cause"
-----
shall mean termination upon:
(i) the willful and continued failure by you substantially to
perform your duties with the Company (other than any such failure
resulting from your incapacity due to physical or mental illness or
any such actual or anticipated failure resulting from termination by
you for Good Reason) after a written demand for substantial
performance is delivered to you by the Board, which demand
specifically identifies the manner in which the Board believes that
you have not substantially performed your duties; or
(ii) the willful engaging by you in conduct which is demonstrably
and materially injurious to the Company, monetarily or otherwise.
For purposes of this Section 3(b), no act, or failure to act, on your
part shall be deemed "willful" unless done, or omitted to be done, by you not in
good faith and without reasonable belief that your action or omission was in the
best interest of the Company.
Notwithstanding the foregoing, you shall not be deemed to have been
terminated for Cause unless and until there shall have been delivered to you a
copy of a resolution duly adopted by the affirmative vote of not less than
three-quarters (3/4) of the entire membership of the Board at a meeting of the
Board called and held for such purpose (after reasonable notice to you and an
opportunity for you, together with your counsel, to be heard before the Board),
finding that in the good faith opinion of the Board you were guilty of conduct
set forth above in Sections 3(b)(i) or 3(b)(ii), and specifying the particulars
thereof in detail.
(c) Good Reason. You shall be entitled to terminate your employment
-----------
for Good Reason. For purposes of this Agreement, "Good Reason" shall mean,
without your express written consent, any of the following:
(i) the assignment to you of any duties with the Company (or with
a successor or affiliated company) inconsistent with your status as an
executive, or a substantial adverse alteration in the nature or status
of your responsibilities, from those in effect immediately prior to a
Change of Control;
5
<PAGE>
(ii) a reduction in your annual base salary as in effect on the
date hereof or as the same may be increased from time to time (except
for across-the-board salary reductions similarly affecting all
executives of the Company and all executives of any person in control
of the Company);
(iii) the failure by the Company to continue in effect any
material compensation plan in which you participate (including but not
limited to the Company's performance share plan, stock option plan and
management incentive plan, each as in effect immediately prior to a
Change of Control) or any substitute plans adopted prior to the Change
of Control, unless an equitable arrangement (embodied in an ongoing
substitute or alternative plan) has been made with respect to such
plan in connection with the Change of Control, or the failure by the
Company to continue your participation therein on substantially the
same basis, both in terms of the amount of benefits provided and the
level of your participation relative to other participants, as existed
immediately prior to the Change of Control;
(iv) except for across-the-board reductions similarly affecting
all executives of the Company and all executives of any person in
control of the Company: (A) the failure by the Company to continue to
provide you with benefits substantially similar to those enjoyed by
you under any of the Company's pension, life insurance, medical,
health and accident or disability plans in which you were
participating at the time of a Change of Control, (B) the taking of
any action by the Company which would directly or indirectly
materially reduce any of such benefits or deprive you of any material
fringe benefit enjoyed by you at the time of the Change of Control or
(C) the failure by the Company to provide you with the number of paid
vacation days to which you are entitled on the basis of years of
service with the Company in accordance with the Company's normal
vacation policy in effect immediately prior to the Change of Control;
(v) the failure of the Company to obtain a satisfactory agreement
from any successor to assume and agree to perform this Agreement;
(vi) any purported termination of your employment which is not
effected pursuant to a Notice of Termination satisfying the
requirements of Section 3(d) (and, if applicable, the requirements of
Section 3(b)); for purposes of this Agreement, no such purported
termination shall be an effective termination by the Company; or
6
<PAGE>
(vii) the Company's requiring you to be based anywhere other than
the Company's current principal executive offices, except for required
travel on the Company's business to an extent substantially consistent
with your present business travel obligations.
Your right to terminate your employment pursuant to this Section 3(c)
shall not be affected by your incapacity due to physical or mental illness.
(d) Notice of Termination. Any termination of your employment by the
Company or by you shall be communicated by written Notice of Termination to
the other party hereto in accordance with Section 7. For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which shall
indicate the specific termination provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of your employment under the
provision so indicated, and shall specify a date for termination of
employment ("Date of Termination") which shall not be less than 30 days or
more than 60 days after the date of delivery of the Notice of Termination.
4. DEATH, DISABILITY OR ELIGIBILITY FOR NORMAL RETIREMENT
This Agreement shall not be applicable in the event of termination of
your employment because of your death, Disability or Retirement.
5. COMPENSATION UPON TERMINATION
If a Change of Control occurs and your employment is subsequently
terminated during the term of this Agreement under the circumstances described
in Section 3 (other than for Cause) which entitle you to benefits under this
Agreement, then:
(a) The Company will continue to provide medical, dental and life
insurance coverage to you and your dependents which is comparable in
benefits to the coverage which you had (i) immediately prior to the Change
of Control or (ii) as of the Date of Termination, whichever is better in
your sole discretion, and such coverage will continue for 24 months
following such Date of Termination.
(b) After the cessation of benefits pursuant to Section 5(a), the
Company will provide retiree medical coverage and life insurance for you
and your dependents which is comparable in benefits and in participant
contributions, deductibles, co-payments and other terms to the coverage and
insurance provided by the Company's retiree medical and life insurance
plans in effect (i) immediately prior to the Change of Control or
7
<PAGE>
(ii) as of the Date of Termination, whichever is better in your sole
discretion (with a coordination of benefits clause comparable to the clause
used in connection with the relevant retiree medical plan); provided that
such coverage and insurance will be provided as if you were credited with
an aggregate 6 years of additional age or additional service (such
crediting of age or service being permitted in any combination of your
election, including 6 years of additional age only or 6 years of additional
service only).
(c) The Company shall pay to you the following amounts in one lump-sum
payment in cash within 30 days of the Date of Termination:
(i) your full base salary through the Date of Termination, at the
rate in effect at the time Notice of Termination is given, plus an
amount in cash equal to the value of any vacation earned but not taken
(based upon such rate of base salary);
(ii) to the extent not paid, your full prior-year short-term
annual incentive compensation (in the amount determined prior to the
Date of Termination, or if such amount has not been determined as of
the Date of Termination, an amount not less than the higher of (x)
your actual short-term annual incentive compensation amount for the
year before such prior-year or (y) your target short-term annual
incentive compensation amount for such prior-year);
(iii) your short-term annual incentive compensation for the year
in which the Date of Termination occurs, as if the performance goals
applicable to such amount have been fully satisfied (i.e., achieved at
100% of target, or, if higher and determinable, achieved at the actual
level); provided that such compensation will be prorated to reflect
the number of days that have elapsed as of the Date of Termination
since the beginning of such year; plus
(iv) a termination payment equal to the sum of:
(A) the product of "2" times a "Base Amount" consisting of
the sum of (I) your annualized base salary as of the Date of
Termination and (II) the greater of (x) your target short-term
annual incentive compensation amount for the year in which the
Date of Termination occurs or (y) your average short-term annual
incentive compensation amount during the 3 years preceding the
Date of Termination (it being understood that in the case of the
most recent year
8
<PAGE>
preceding the Date of Termination, such amount may, if
applicable, be the amount to which you have become entitled under
Section 5(c)(ii) in respect of such year); provided that Base
Amount shall exclude any compensation under long-term incentive
compensation plans, performance share plans, stock option plans
or executive continuity awards; plus
(B) in the event it shall be determined that any
compensation by or benefit from the Company to you or for your
benefit, whether pursuant to the terms of this Agreement or
otherwise (collectively, the "Payment"), would be subject to the
excise tax imposed by Section 4999 of the Internal Revenue Code
of 1986, as amended (the "Code"), or any similar provision or any
interest or penalties with respect to such excise tax (such
excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the "Excise Tax"), an
additional lump-sum payment (a "Gross-Up Payment") in an amount
determined by the Company's outside auditors such that after
payment by you of all taxes (including any interest or penalties
imposed with respect to such taxes), including any Excise Tax,
imposed upon the Gross-Up Payment, you retain an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the
Payment; provided, however, that if the aggregate value of the
Payment is less than 115% of the product of "3" times your "base
amount" (as defined in Section 280G(b)(3) of the Code) (such
product, the "Golden Parachute Threshold"), then you shall not be
entitled to any Gross-Up Payment and, instead, the Payment shall
be reduced to an amount equal to $1.00 less than the Golden
Parachute Threshold;
provided that such lump-sum payment under this Section 5(c) shall be deposited
in a "rabbi trust" upon the execution of any merger, stock purchase, asset
purchase or similar agreement that, upon the consummation of the transactions
contemplated thereunder, would result in a Change of Control.
(d) You shall be entitled to receive the highest, as determined by the
Company's outside auditors, of:
9
<PAGE>
(i) your benefits pursuant to the SERP, as if there had been a
Change of Control;
(ii) your benefits pursuant to the SERP, as if there had not been
a Change of Control and as if you were credited with 3 years of
additional age and 3 years of additional service; or
(iii) your benefits pursuant to the Retirement Plan of
International Paper Company in effect immediately prior to the Change
of Control, as if you were credited with 3 years of additional age and
3 years of additional service.
You shall be entitled to receive the benefits under this Section 5(d)
as a lump-sum payment within 30 days of the Date of Termination and you shall
not be required to receive any consent or other approval from the Company to
receive such benefits.
(e) You shall be entitled to receive executive financial
counseling services valued up to $10,000 in aggregate.
You shall not be required to mitigate the amount of any payment
provided for in this Section 5 (by seeking other employment or otherwise), nor
shall the amount of any payment provided for in this Section 5 be reduced by any
compensation earned by you as a result of employment by another employer after
the Date of Termination.
The compensation set forth above shall be in lieu of any severance or
termination payments which might otherwise be payable under any other severance
programs or policy or practice of the Company, other than those set out as part
of any of the Company's long-term incentive plans, performance share plans,
stock option plans, executive continuity awards and retirement or supplemental
retirement plans.
In addition to the payments under this Agreement, you shall continue to
be eligible to receive all of your vested accrued benefits under employee
pension and welfare benefit plans sponsored by the Company.
6. SUCCESSORS; BINDING AGREEMENT
(a) Successor Companies. The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets
of the Company, by agreement in form and substance satisfactory to
you, expressly to assume and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required
to perform it if no such succession had taken place. Failure by the
Company to obtain such agreement prior to the effectiveness of any
such succession
10
<PAGE>
shall be a breach of this Agreement and shall entitle you to terminate
your employment and to receive compensation from the Company in the
same amount and on the same terms as you would be entitled hereunder
if you terminated your employment for Good Reason, except that the
date on which any such succession becomes effective shall be deemed
the Date of Termination. As used in this Agreement, "Company" shall
mean the Company hereinbefore defined and any successor to its
business and/or assets as aforesaid which executes and delivers the
agreement provided for in this Section Error! Reference source not
found. or which otherwise becomes bound by all terms and provisions of
this Agreement by operation of law.
(b) Heirs; Representatives. This Agreement shall inure to the
benefit of and be enforceable by your personal or legal
representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If you should die while any
amounts would still be payable to you hereunder if you had continued
to live, all such amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to your devisee,
legatee or other designee, or, if there be no such designee, to your
estate.
7. NOTICE
For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
certified mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth on the first page of this Agreement; provided
that all notices to the Company shall be directed to the attention of the Senior
Vice President Human Resources of the Company with a copy to the Secretary of
the Company, or to such address as either party may have furnished to the other
in writing in accordance herewith, except that notices of change of address
shall be effective only upon receipt.
8. MISCELLANEOUS
This Agreement constitutes the entire agreement on this subject matter
between the parties and supersedes any prior oral or written agreements or
understandings on the subject matter covered by this Agreement and shall not be
amended or modified except by written agreement signed by both parties. No
significant provisions of this Agreement may be waived or discharged, unless
such waiver or discharge is in writing signed by the party who is making the
waiver or discharge. No waiver by either party hereto at any time of any breach
by the other party hereto of, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a waiver of
any similar or dissimilar provisions or conditions at the same or at any prior
or subsequent time. In the event that this Agreement provides benefits upon
termination of your employment which duplicate benefits contained in any
employment arrangement with you, such arrangement shall automatically be
11
<PAGE>
amended in accordance with this Agreement so that your benefits under this
Agreement shall be sole and exclusive to the extent to which they are
duplicative. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of New York.
9. VALIDITY
The invalidity or unenforceability of any provisions of this Agreement
shall not affect the validity or enforceability of any other provisions of this
Agreement, which shall remain in full force and effect.
10. ARBITRATION; LEGAL EXPENSES
Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration in New York, New York, in
accordance with the rules of the American Arbitration Association then in
effect. Notwithstanding the pendency of any such dispute or controversy, the
Company will continue to pay you your base salary in effect when the notice
giving rise to the dispute was given, and will continue you as a participant in
all compensation, benefit and insurance plans in which you were participating
when the notice giving rise to the dispute was given, until the dispute is
finally resolved.
The Company shall also pay all legal fees and expenses incurred
by you as a result of such termination (including all such fees and expenses, if
any, incurred in contesting or disputing any such termination or in seeking to
obtain or enforce any right or benefit provided by this Agreement), except such
fees and expenses incurred in connection with any frivolous claim or suit. All
amounts paid under this Section 10 are in addition to any other amounts due
under this Agreement and shall not be offset against or reduce any other amounts
due under this Agreement.
Judgment may be entered on the arbitrator's award in any court having
jurisdiction; provided, however, that you shall be entitled to seek specific
performance of your right to be paid until the Date of Termination during the
pendency of any dispute or controversy arising under or in connection with this
Agreement.
11. RELEASE.
You will be required to execute and deliver a valid and irrevocable
release of employment-related claims in the form provided by the Company in
order to receive any of your compensation or benefits pursuant to the terms of
this Agreement.
12
<PAGE>
If this, letter correctly sets forth our agreement on the subject
matter hereof, kindly sign and return to the Company the enclosed copy of this
letter which will then constitute our agreement on this subject.
INTERNATIONAL PAPER COMPANY
By:
-------------------------------
Agreed:
- ----------------------------------------
Social Security Number:
---------------------------------
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>9
<FILENAME>dex109.txt
<DESCRIPTION>UNFUNDED SUPPLEMENTAL RETIREMENT PLAN
<TEXT>
<PAGE>
Exhibit 10.9
INTERNATIONAL PAPER COMPANY
UNFUNDED SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR MANAGERS
As Amended and Restated Through January 1, 2002
PREAMBLE
This Plan was originally established as the International Paper Company
Unfunded Excess-Benefit Plan for Senior Managers and became effective as of
November 1, 1983, pursuant to a resolution of the Board of Directors of
International Paper Company ("the Company") dated October 11, 1983. Effective as
of November 12, 1985, the name of the Plan was changed to the International
Paper Company Unfunded Supplemental Retirement Plan for Senior Managers, and
additional benefit provisions were added to the Plan as set forth herein. The
Plan was amended effective as of April 1, 1991, to delete the statutory
limitation excess benefit provision from the Plan, because the Company has
established a separate plan to provide statutory limitation excess benefits to
salaried employees of the Company and its United States subsidiaries. The Plan
was amended effective September 8, 1992, to change the calculation of the
Supplemental Benefit payable under the Plan. The Plan was amended effective July
1, 1993, to change the definition of Compensation under the Plan. The Plan was
amended effective December 1, 1993, to specify the optional forms of benefit
payment and death benefits.
The Plan was amended effective January 1, 2000, to change the
definition of Compensation under the Plan, establish a pensionable pay minimum
for purposes of the Plan, clarify the vesting provisions applicable to
participants, change certain provisions relating to the commencement of the
Supplemental Benefit payable under the Plan, clarify the calculation of the
pre-retirement death benefit, clarify that benefits under the Plan continue to
accrue during disability and to conform the non-competition provisions under the
Plan with the terms of the Eligible Employee's Confidentiality and
Non-Competition Agreement (the "Confidentiality and Non-Competition Agreement").
The Plan was amended effective January 1, 2001, and amended effective October 9,
2001, to change the definition of Compensation under the Plan.
1. Name and Purpose.
-----------------
This Plan shall be known as the International Paper Company Unfunded
Supplemental Retirement Plan for Senior Managers (the "Plan"). The Plan is
an unfunded plan maintained by the Company for the purpose of providing
deferred compensation for a select group of management or highly
compensated employees within the meaning of the exemption provisions of
Parts 2, 3 and 4 of Subtitle B of Title I of the Employee Retirement Income
Security Act of 1974, as amended (and related regulations and provisions of
the Internal Revenue Code of 1986, as amended). The Plan is maintained for
the purpose of providing for the payment of a supplemental retirement
benefit to an Eligible Employee which is in addition to the amount of the
retirement benefits payable
- 1 -
<PAGE>
to such person under the standard 1.67% benefit formula provisions for
salaried employees of the Retirement Plan of International Paper Company
(as amended from time to time, the "Retirement Plan") and any statutory
limitation excess pension benefits payable to such person under any other
plan maintained by the Company or its subsidiaries.
2. Funding of Benefits.
--------------------
The benefits payable under the Plan will be paid from the Company's general
assets as payments become due under the Plan, and will not be funded in
advance through an Internal Revenue Service qualified trust arrangement or
through insurance annuity contracts. From time to time the Company may
arrange for insurance annuity contracts on the lives of Eligible Employees
(the proceeds of which are payable to the Company) in order to insure the
Company for part or all of the payments which the Company will make under
the Plan. All Eligible Employees participating in the Plan agree to
authorize the Company to purchase such insurance contracts. Eligible
Employees participating in the Plan (and their beneficiaries) will not have
any beneficial interest in such insurance contracts or in the proceeds of
such insurance contracts. With respect to claims for benefits under the
Plan, Eligible Employees and their beneficiaries shall be general unsecured
creditors of the Company.
3. Eligible Employees.
-------------------
The persons who are eligible to receive benefits under the Plan ("Eligible
Employees") are persons who are (A) salaried employees of the Company and
its subsidiaries on or after the effective date of the Plan, (B) designated
by the Chief Executive Officer of the Company as eligible to participate in
the Plan and (C) participants in the Retirement Plan. All of the terms and
conditions of the Plan shall be binding upon any surviving spouse,
beneficiaries, executor, administrator, heirs or successors of an Eligible
Employee.
4. Vesting.
--------
An Eligible Employee who has attained his or her Vesting Date while
employed shall be fully vested in his or benefits under the Plan. For
purposes of the Plan, "Vesting Date", with respect to any Eligible
Employee, shall mean the earliest of:
(A) this or her attainment of age 62 with five years of Vesting Service
(as defined in the Retirement Plan);
(B) his or her attainment of age 61 with 20 years of Vesting Service; or
(C) his or her attainment of age 65.
Notwithstanding the foregoing, such vesting with respect to any Eligible
Employee may occur prior to the age 62 with the consent of the Management
Development and Compensation Committee (the "Committee") of the Board of
Directors of the Company (the "Board"); provided that such Eligible Person
has five years of Vesting Service.
- 2 -
<PAGE>
5. Amount and Time of Payment of Supplemental Benefit.
---------------------------------------------------
The amount of the monthly supplemental retirement benefit payable to an
Eligible Employee under the Plan (the "Supplemental Benefit") is an amount
(in the form of a monthly benefit payable as a single-life annuity on an
unreduced basis starting at age 62) determined as set forth below:
(A) Calculation of the Amount of the Supplemental Benefit.
The Supplemental Benefit is calculated in the manner set forth for
determining an "Accrued Benefit" under the standard 1.67% salaried
benefit formula of the Retirement Plan, using the terms "Credited
Service" and "Primary Social Security Benefit" (as such terms are
defined in the Retirement Plan), except that:
(x) the term "Credited Service", with respect to an Eligible
Employee, may also include service by such Eligible Employee with
an acquired company, to the extent granted by the Plan
Administrator, and shall include any period prior to such
Eligible Employee's attainment of age 65 during which such he is
entitled to benefits under the Company's long-term disability
plan applicable to him; and
(y) the formula shall be the greater of Sections 5(A)(i) or
5(A)(ii) below.
(i) An amount equal to the lesser of (a) or (b), reduced by (c)
below:
(a) 3.25% of the Eligible Employee's Compensation (as defined in
Section 5(B) below) multiplied by the number of years of his
or her Credited Service.
(b) Fifty percent (50%) of the Eligible Employee's Compensation.
(c) The product of:
(1) 3.25% of the Eligible Employee's Primary Social
Security Benefit multiplied by the number of years of
his or her Credited Service projected to age 65,
subject to a maximum of 50% of the Eligible Employee's
Primary Social Security Benefit; and
(2) The ratio of years of the Eligible Employee's Credited
Service at the determination date to his or her
Credited Service projected to age 65.
(ii) Twenty-five percent (25%) of the Eligible Employee's
Compensation.
and the amount calculated under the formula set forth above shall be
reduced by all of the following amounts:
----------------------------
- 3 -
<PAGE>
I. the actual amount of the Eligible Employee's vested benefit under
the Retirement Plan or any other qualified pension benefit plan
maintained by the Company or its subsidiaries (converted to a
single-life annuity); and
II. the single-life annuity actuarial equivalent of any retirement
benefit paid or payable directly from the Company or any of its
subsidiaries under a similar contractual-type arrangement (but
not payments made pursuant to the International Paper Company
Salaried Savings Plan or any other defined contribution or
non-qualified savings plan).
(B) Compensation.
For purposes of the formula set forth in Section 5(A) above:
The term "Compensation", with respect to any Eligible Employee and any
determination date, shall equal the sum of:
(i) such Eligible Employee's highest annual base salary during the three
consecutive calendar years prior to such date of determination; plus
(ii) the Eligible Employee's target award (whether or not deferred) under
the Company's Management Incentive Plan for the year in which the
Eligible Employee terminates or retires; plus
(iii) any incentive award paid under the Champion Integration Chief
Executive Officer Performance Incentive Plan;
provided, however, that Compensation shall not include any awards or income
described in Section 1.142 of the Retirement Plan (except as expressly
included in this Section 5(B)); and provided further, however, that in the
case of any Eligible Employee who is entitled to benefits under the
Company's long-term disability plan applicable to him or her, Sections
5(B)(i) and 5(B)(ii) shall be replaced as follows:
(i) such Eligible Employee's annual base salary in effect as of the last
day of active employment prior to becoming entitled to benefits under
the Company's long-term disability plan applicable to him or her
(ii) the average of the awards, if any, earned by such Eligible Employee
(whether or not deferred) under the company's Management Incentive
Plan in respect of the three consecutive calendar years prior to
becoming entitled to benefits under the Company's long-term
disability plan applicable to him.
(C) Time of Payment of the Supplemental Benefit.
- 4 -
<PAGE>
As specified in Section 6 below, payment of the Supplemental Benefit
to an Eligible Employee may commence on the first day of any month on
or after his Benefit Commencement Date. "Benefit Commencement Date",
with respect to any Eligible Employee, shall mean the earliest of:
(i) his attainment of age 62 with 10 years of Vesting Service;
(ii) his attainment of age 61 with 20 years of Vesting Service; or
(iii) his attainment of age 65.
Notwithstanding the foregoing, payment of the Supplemental Benefit to
an Eligible Employee may commence prior to such Eligible Employee's
Benefit Commencement Date with the consent of the Committee; provided
that such Eligible Employee has attained age 55 and has 10 years of
Vesting Service; and provided further that such Eligible Employee's
Supplemental Benefit shall be reduced by 4% for each year that
commencement precedes age 62.
6. Forms of Benefit Payment.
-------------------------
(A) The forms of benefit payment available under the Plan (including joint
and survivor annuity benefit options) shall be the same as under the
provisions of the Retirement Plan. Any election as to form of benefit
payment and time of benefit payment made by an Eligible Employee under
the provisions of the Retirement Plan shall be deemed also to have
been made with respect to his or her Supplemental Benefit payable
under the Plan, and any early retirement or actuarial reduction
factors applied to the benefit elected under the Retirement Plan shall
be similarly applied to his or her Supplemental Benefit. Payment of
the Supplemental Benefit to an Eligible Employee shall commence on
January 1 of the year following such Eligible Employee's retirement
date; provided that solely at the Plan Administrator's discretion and
direction, payment of such Supplemental Benefit may commence on a date
beginning on or after such Eligible Employee's retirement date.
(B) Notwithstanding the foregoing, with the consent of the Plan
Administrator, an Eligible Employee may elect payment of his or her
Supplemental Benefit in the form of a lump-sum distribution or annual
installments payable over a designated period ranging from two to 15
years. An Eligible Employee may make this election at any time
beginning with the calendar year in which he or she attains age 61,
but must make an election before his or her retirement date. Payment
of the lump-sum distribution or installments so elected shall commence
on January 1 of the year following his or her retirement date. This
election may be made only once during the applicable election period
and is irrevocable, except as provided in Section 6(D) below. Prior to
the commencement of benefit payment under this election, a portion of
an Eligible Employee's Supplemental Benefit may be paid to him or her
in accordance with Section 6(A) above, solely at the Plan
Administrator's discretion and direction, on a single life annuity
basis with no reductions, beginning on or after the Eligible
Employee's retirement date.
- 5 -
<PAGE>
(C) Both the lump-sum distribution and installment payment amounts under
Section 6(B) above shall be computed on a cost-neutral basis to the
Company, using a discount rate as recommended by the Company's Chief
Financial Officer with the advice of the Company's actuary. An
Eligible Employee has the choice of having the discount rate
determined at the time of his or her election or on the December 31
preceding the January 1 payment commencement date described in Section
6(B) above. The availability of the lump-sum distribution and
installment forms of payment shall be subject to the Company's
financial requirements.
(D) An Eligible Employee's election under Section 6(B) above may be
revoked, with the consent of the Plan Administrator, in the event such
Eligible Employee suffers a significant life change following such
election, but prior to his or her retirement date. The marriage or
divorce of an Eligible Employee or death of an Eligible Employee's
spouse shall constitute a "significant life change". Upon revocation
of the election under Section 6(B) above, the Eligible Employee shall
make a new election, prior to his or her retirement date, as to
payment of the Supplemental Benefit in a form available under Sections
6(A) or 6(B) above.
(E) In the event an Eligible Employee dies on or after attainment of age
62, but prior to his or her retirement date, the Supplemental Benefit
shall be payable to his or her surviving spouse, if any, in the form
of a pre-retirement surviving spouse's benefit, based on the
provisions of the Retirement Plan. With the consent of the Committee,
a pre-retirement surviving spouse's benefit may be provided in the
event of an Eligible Employee's death prior to his or her attainment
of age 62. Any such pre-retirement surviving spouse's benefit shall be
paid in the manner set forth for determining a "Qualified Joint and
Survivor Annuity" under the Retirement Plan (providing 50% of the
Eligible Employee's reduced benefit to his or her spouse).
(F) In the event an Eligible Employee dies on or after his or her
retirement date, but prior to the January 1 on which an annuity under
Section 6(A) is to commence, the Eligible Employee's named annuitant
or beneficiary, if any, shall receive the payments due under the
annuity option elected.
In the event an Eligible Employee dies on or after his or her
retirement date but prior to the January 1 on which a lump-sum
distribution elected under Section 6(B) is to be paid, the Eligible
Employee's beneficiary shall be paid the value of the Supplemental
Benefit which was to have been paid on such January 1, in a lump-sum.
In the event an Eligible Employee who has elected installment payments
under Section 6(B) above dies on or after his or her retirement date
but prior to having received the full number of installment payments,
the Eligible Employee's beneficiary shall receive the remaining
installment payments, provided that the Plan Administrator has the
discretion to convert the remaining installment payments into a
lump-sum payable to the beneficiary.
The provisions of this Section 6(F) shall apply regardless of whether,
at the direction of the Plan Administrator as provided in Sections
6(A) and 6(B) above,
- 6 -
<PAGE>
a portion of the Supplemental Benefit was paid to the Eligible
Employee during the calendar year which includes his or her retirement
date.
(G) In the event an Eligible Employee who has made an election under
Section 6(B) above with respect to the payment of his or her
Supplemental Benefit under the Plan is also entitled to a benefit
under the International Paper Company Pension Restoration Plan for
Salaried Employees (as amended from time to time, the "Restoration
Plan"), the benefit under such other plan shall be paid in the same
form as that elected under Section 6(B) above for benefits payable
under the Plan. At the time benefit payment is to commence, the
benefit payable under the Restoration Plan shall be transferred to the
Plan for Payment.
7. Benefit Not Assignable.
-----------------------
An Eligible Employee's rights under the Plan shall not be subject to
assignment, encumbrance, garnishment, attachment or charge, whether
voluntary or involuntary, and in the event of any such assignment, action
or proceeding, any benefit otherwise payable under the Plan shall be deemed
terminated or forfeited.
8. Termination of Benefit/Repayment of Benefit.
--------------------------------------------
(A) Eligibility of a person to participate in the Plan, or to receive
payment of any benefit under the Plan, shall be subject to being
terminated by the Committee, in the Committee's sole discretion, if
the person:
(i) shall, without the consent of the Committee or without "good
reason" (as defined below), voluntarily terminate employment with
the Company (or retire from the Company) prior to age 62; for
purposes of this subparagraph "good reason" for voluntary
termination prior to his or her attainment of age 62 shall mean
any of the following:
(a) the assignment of any duties inconsistent with the person's
status as a senior manager of the Company or a substantial
alteration in the nature or status of the person's
responsibilities;
(b) a reduction in the person's base salary (except for
across-the-board salary reductions similarly affecting all
managers of the Company);
(c) the failure of the Company to continue in effect any
vacation plan or any material compensation plan in which the
person participates, unless an equitable arrangement
(embodied in an ongoing substitute or alternative plan) has
been made with respect to such plan, or the failure by the
Company to continue the person's participation therein on
substantially the same basis, both in terms of the amount of
benefits provided and the level of participation, relative
to other participants; or
- 7 -
<PAGE>
(d) the failure by the Company, except as necessary to comply
with applicable laws, to continue to provide the person with
benefits substantially similar to those enjoyed under any of
the Company's pension, life insurance, medical, health and
accident, or disability plans in which the person previously
participated, or the taking of any action by the Company
which would directly or indirectly materially reduce any of
such benefits or deprive the person of any material fringe
benefit previously enjoyed by the person;
(ii) shall, without the consent of the Committee, breach any of the
terms of his or her Confidentiality and Non-Competition
Agreement; or
(iii) shall have been involuntarily terminated by the Company for
"good cause" (as defined below), or shall have been found by the
Committee to have engaged in any action inimical to the
interests of the Company, dishonesty or other serious misconduct
in connection with the person's employment by the Company or a
subsidiary; for purposes of this subparagraph "good cause" for
involuntary termination shall mean termination upon:
(a) the willful and continued failure substantially to perform
properly assigned duties with the Company (other than any
such failure resulting from incapacity due to physical or
mental illness) after a written demand is delivered by the
Board which specifically identifies the manner in which the
Board believes that properly assigned duties have not been
substantially performed; or
(b) the willful engaging in conduct which is demonstrably and
materially injurious to the Company, monetarily or
otherwise;
for purposes of this Section 8(A)(iii), no act, or failure to
act, shall be deemed "willful" unless done (or omitted to be
done) not in good faith and without reasonable belief that the
action or omission was in the best interest of the Company;
notwithstanding the foregoing, a person shall not be deemed to
have been terminated for good cause unless and until there shall
have been delivered a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters (3/4) of the
entire membership of the Board at a meeting of the Board (after
reasonable notice to the person and an opportunity, together
with counsel, to be heard before the Board), finding that in the
good faith opinion of the Board, the person was guilty of
conduct set forth in Sections 8(A)(iii)(a) or 8(A)(iii)(b) above
and specifying the particulars thereof in detail.
(B) In the event an Eligible Employee who has retired and received payment
of the Supplemental Benefit in the form of a lump-sum distribution or
installments breaches any of the terms of his or her Confidentiality
and Non-Competition Agreement, as set forth in Section 8(A)(ii) above,
he or she shall repay to the Company a portion of the Supplemental
Benefit received. The amount which shall be repaid is the difference
between:
- 8 -
<PAGE>
(a) the amount of Supplemental Benefit the Eligible Employee has
received from the Company by the time the Committee notifies
the Eligible Employee of its objection to such competition;
and
(b) the amount the eligible Employee would have received by the
time of such notification had the Supplemental Benefit been
paid on a single-life annuity basis;
plus reasonable interest as recommended by the Company's Chief
Financial Officer.
9. Amendment or Termination of Plan.
---------------------------------
The Company reserves the right to amend, modify or terminate the Plan at
any time by action of the Board; provided that such action shall not
adversely affect any Eligible Employee's right to a benefit which accrued
pursuant to the provisions of the Plan prior to such action.
10. Administration of Plan.
The Company's Senior Vice President of Human Resources shall be the Plan
Administrator of the Plan. The Plan Administrator shall have discretion to
interpret the Plan, to determine eligibility and amounts of benefits under
the Plan and to decide any questions or disputes under the Plan (except for
any necessary decisions by the Board or by the Committee pursuant to
Section 8 above). All decisions which are made by the Board or by the
Committee or by the Plan Administrator with respect to the Plan shall be
final and binding on the Company and the Eligible Employees (and their
heirs or beneficiaries).
11. Change of Control of International Paper Company.
-------------------------------------------------
(A) If a "Change of Control" of the Company (as defined in Section 11(B)
below) occurs, then:
(i) the minimum amount under the formula set forth in Section
5(A)(ii) above shall be increased from 25% to 50% of the Eligible
Employee's Compensation; and
(ii) the Eligible Employee's Supplemental Benefit under the Plan shall
become vested and nonforfeitable, and shall not be subject to
termination pursuant to any of the provisions of Section 8 above.
(B) For purposes of this Section 11, the term "Change of Control" of the
Company shall mean a change in control of a nature that would be required
to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934 as amended ("Exchange
Act"); provided that, without limitation, a Change of Control shall be
deemed to have occurred if:
- 9 -
<PAGE>
(i) any "person" as such term is used in Section 13(d) and 14(d)(2)
of the Exchange Act (other than employee benefit plans sponsored
by the Company) is or becomes the beneficial owner, directly or
indirectly, of securities of the Company representing 20% or more
of the combined voting power of the Company's then outstanding
securities; or
(ii) during any period of two consecutive years, individuals who at
the beginning of such period constitute the Board, cease for any
reason to constitute at least a majority thereof, unless the
election, or the nomination for election, by the Company's
shareholders of each new director was approved by a vote of at
least two-thirds (2/3) of the directors still in office who were
directors at the beginning of the period.
- 10 -
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-11
<SEQUENCE>10
<FILENAME>dex11.txt
<DESCRIPTION>STATEMENT OF COMPUTATION OF PER SHARE EARNINGS
<TEXT>
<PAGE>
Exhibit 11
INTERNATIONAL PAPER COMPANY
STATEMENT OF COMPUTATION OF PER SHARE EARNINGS
(In millions, except per share amounts)
<TABLE>
<CAPTION>
For the Years Ended December 31,
-------------------------------
1999 2000 2001
------ ------ -------
<S> <C> <C> <C>
Net earnings (loss)......................... $ 183 $ 142 $(1,204)
Effect of dilutive securities............... -- -- --
------ ------ -------
Net earnings (loss) assuming dilution....... $ 183 $ 142 $(1,204)
====== ====== =======
Average common shares outstanding........... 413.0 449.6 482.6
Effect of dilutive securities
Long-term incentive plan deferred
compensation........................... -- -- (1.0)
Stock options............................ 3.1 0.4 --
------ ------ -------
Average common shares outstanding--assuming
dilution.................................. 416.1 450.0 481.6
====== ====== =======
Earnings (loss) per common share............ $ 0.44 $ 0.32 $ (2.50)
====== ====== =======
Earnings (loss) per common share--assuming
dilution.................................. $ 0.44 $ 0.32 $ (2.50)
====== ====== =======
</TABLE>
Note: If an amount does not appear in the above table, the security was
antidilutive for the period presented.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>11
<FILENAME>dex12.txt
<DESCRIPTION>CUMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TEXT>
<PAGE>
Exhibit 12
INTERNATIONAL PAPER COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollar amounts in millions)
(Unaudited)
<TABLE>
<CAPTION>
For the Years Ended December 31,
----------------------------------------------------------
Title 1996 1997 1998 1999 2000 2001
----- -------- ------- -------- -------- -------- ---------
<C> <S> <C> <C> <C> <C> <C> <C>
A) Earnings (loss) before income taxes, minority interest,
extraordinary items and accounting change............... $ 939.0 $ 143.0 $ 429.0 $ 448.0 $ 723.0 $(1,265.0)
B) Minority interest expense, net of taxes.................. (180.0) (140.0) (87.0) (163.0) (238.0) (147.0)
C) Fixed charges excluding capitalized interest............. 802.1 826.6 866.7 820.9 1,151.5 1,256.0
D) Amortization of previously capitalized
interest................................................ 34.2 37.0 38.8 17.0 23.5 31.8
E) Equity in undistributed earnings of affiliates........... 6.2 (40.4) 23.7 (41.6) 5.6 13.5
-------- ------- -------- -------- -------- ---------
F) Earnings (loss) before income taxes, extraordinary items,
accounting change and fixed charges..................... $1,601.5 $ 826.2 $1,271.2 $1,081.3 $1,665.6 $ (110.7)
======== ======= ======== ======== ======== =========
Fixed Charges
G) Interest and amortization of debt expense................ $ 699.5 $ 720.0 $ 716.9 $ 611.5 $ 938.1 $ 1,050.3
H) Interest factor attributable to rentals.................. 79.0 83.0 80.7 76.3 72.8 76.7
I) Preferred dividends of subsidiaries...................... 23.6 23.6 69.1 133.1 140.6 129.0
J) Capitalized interest.................................... 71.2 71.6 53.4 29.3 25.2 13.2
-------- ------- -------- -------- -------- ---------
K) Total fixed charges...................................... $ 873.3 $ 898.2 $ 920.1 $ 850.2 $1,176.7 $ 1,269.2
======== ======= ======== ======== ======== =========
L) Ratio of earnings to fixed charges....................... 1.83 1.38 1.27 1.42
======== ======== ======== ========
M) Deficiency in earnings necessary to cover fixed charges.. $ (72.0) $(1,379.9)
======= =========
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>12
<FILENAME>dex13.txt
<DESCRIPTION>2001 ANNUAL REPORT TO SHAREHOLDERS
<TEXT>
<PAGE>
Exhibit 13
This illustration shows a figure using paper to create a staircase to the stars.
REVOLUTION
[GRAPHIC]
2001 Annual Report | [LOGO] INTERNATIONAL PAPER
<PAGE>
INTERNATIONAL PAPER is revolutionizing the way we do business. By developing
innovative product solutions, listening to our employees and customers, having
exceptional operations, managing valued resources and engaging our people, we
know there is no limit to how far we can go or what we can achieve.
[GRAPHIC]
THE ILLUSTRATED FIGURES IN THIS ANNUAL REPORT ARE NEITHER MALE NOR FEMALE. THEY
REPRESENT THE HUMAN SPIRIT THAT DETERMINES OUR DECISIONS AND UNDERSCORES OUR
ACHIEVEMENTS. WE PROUDLY DEDICATE THIS BOOK TO THE MEN AND WOMEN OF
INTERNATIONAL PAPER.
1 Financial Highlights
2 To Our Shareowners
6 Developing
8 Listening
10 Managing
12 Delivering
14 Enhancing
16 Conclusion
17 Financial Review
<PAGE>
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
Dollar amounts and shares in millions, except per share amounts 2001 2000
- -------------------------------------------------------------------------------------------------------------------
FINANCIAL SUMMARY
<S> <C> <C>
Net Sales $ 26,363 $ 28,180
Operating Profit 1,787(a) 2,685(a)
Earnings (Loss) Before Income Taxes, Minority Interest, Extraordinary Items
and Cumulative Effect of Accounting Change (1,265)(b) 723(d)
Net Earnings (Loss) (1,204)(b,c) 142(d,e)
Earnings Before Special and Extraordinary Items and Cumulative Effect
of Accounting Change 214(b) 969(d)
Total Assets 37,158 42,109
Common Shareholders' Equity 10,291 12,034
Return on Investment Before Extraordinary Items and Cumulative Effect
of Accounting Change (.7)%(b) 3.3%(d)
Return on Investment Before Special and Extraordinary Items and
Cumulative Effect of Accounting Change 2.9%(b) 5.3%(d)
- -------------------------------------------------------------------------------------------------------------------
PER SHARE OF COMMON STOCK
Earnings (Loss) Before Extraordinary Items and Cumulative Effect
of Accounting Change $ (2.37) $ 0.82
Net Earnings (Loss) - Assuming Dilution (2.50)(b) 0.32(d)
Earnings Before Special and Extraordinary Items and Cumulative Effect
of Accounting Change 0.44(b,c) 2.16(d,e)
Cash Dividends 1.00(b) 1.00(d)
Common Shareholders' Equity 21.25 24.85
- -------------------------------------------------------------------------------------------------------------------
SHAREHOLDER PROFILE
Shareholders of Record at December 31 40,115 39,486
Shares Outstanding at December 31 484.3 484.2
Average Shares Outstanding 482.6 449.6
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) See the operating profit table on page 38 for details of operating profit
by industry segment.
(b) Includes a gain of $215 million before taxes ($137 million after taxes) on
the sale of Curtis-Palmer, an $844 million pre-tax charge ($724 million
after taxes) related to dispositions and asset impairments of businesses
held for sale, an $892 million charge before taxes and minority interest
($606 million after taxes and minority interest) for asset shutdowns of
excess internal capacity and cost reduction actions, a $225 million pre-tax
charge ($146 million after taxes) for additional Masonite legal reserves, a
$42 million pre-tax charge ($28 million after taxes) for Champion merger
integration costs, and a $17 million pre-tax credit ($11 million after
taxes) for the reversal of reserves no longer required.
(c) Includes an extraordinary pre-tax charge of $73 million ($46 million after
taxes) related to the impairment of the Masonite business and the
divestiture of the oil and gas properties.
(d) Includes a charge before taxes and minority interest of $824 million
($509 million after taxes and minority interest) for asset shutdowns of
excess internal capacity and cost reduction actions, a $125 million pre-tax
charge ($80 million after taxes) for additions to existing Masonite legal
reserves, a $54 million pre-tax charge ($33 million after taxes) for
merger-related expenses and a $34 million pre-tax credit ($21 million after
taxes) for the reversals of reserves no longer required.
(e) Includes an extraordinary gain of $385 million before taxes and minority
interest ($134 million after taxes and minority interest) on the sale of
our investment in Scitex and Carter Holt Harvey's sale of its share of
COPEC, an extraordinary loss of $460 million before taxes ($310 million
after taxes) related to the impairment of the Zanders and Masonite
businesses, an extraordinary pre-tax gain of $368 million ($183 million
after taxes and minority interest) related to the sale of Bush Boake Allen,
an extraordinary loss of $5 million before taxes and minority interest
($2 million after taxes and minority interest) related to Carter Holt
Harvey's sale of its Plastics division, and an extraordinary pre-tax charge
of $373 million ($231 million after taxes) related to impairments of the
Argentine investments, the Chemical Cellulose Pulp and the Fine Papers
businesses.
1
<PAGE>
[PHOTO]
This photo shows John Dillon, Chairman & Chief Executive Officer
of International Paper.
TO OUR SHARE OWNERS
Continuing Our Focus
As we look back on 2001, International Paper continued the focus that we began
several years ago. We concentrated on core businesses in which we can win and in
which we can help our customers win - Paper, Packaging and Forest Products.
Since 1998, we have increased in size as a result of our mergers with Union Camp
and Champion International. Yet, at the same time, we've reduced the number of
businesses in which we're involved. This results in International Paper becoming
a more focused company, and one that can leverage common processes across our
businesses.
It is our view that we can deliver the best results by doing fewer things, and
by doing them better than our competition. As a consequence, we're better able
to serve our customers and provide greater reward for our shareowners.
This past year was a tough year. International Paper dealt with many challenges:
a slowing world economy, a strong dollar and high energy prices. We also faced a
world dramatically altered by the September 11 terrorist attacks. Nonetheless,
none of these factors deterred us from vigorously pursuing our agenda to change
the company, and in so doing, improving our competitive position.
2
<PAGE>
Performing on Our Promises
Our improvement effort continues to be centered around our three success drivers
- - People, Customers and Operational Excellence. When we see our success drivers
in action - when we engage our employees, partner with our customers, and run
our operations well - we are better able to deliver on our promises to our
shareowners, customers, employees and communities.
We remain dedicated to improving shareowner value at a rate faster than our
competition. We do this by working with our customers to understand their
businesses and finding solutions to help them succeed; by focusing our efforts
on building a more diverse community of highly engaged employees at
International Paper; and by building on our tradition of being a good citizen
and by being active in the communities in which we live and work. I am very
excited about the things we've been doing and what can be achieved as we
continue on this course.
Financial Performance
In 2001, our earnings were $214 million or 44 cents per share before special and
extraordinary items, compared with 2000 net earnings of $969 million or $2.16
per share before these items. After special items, we reported a net loss of
$1.2 billion or $2.50 per share compared with 2000 earnings of $142 million or
32 cents per share. Sales for 2001 were $26.4 billion compared to 2000 annual
sales of $28.2 billion.
Financial Discipline
International Paper remains committed to financial discipline, especially in
terms of capital spending and paying down debt. In 2001, we held capital
spending to approximately 50 percent of depreciation and amortization. We are
aggressively reducing costs through efficiencies gained from our mergers with
Union Camp and Champion International, internal improvement programs, major
changes to our corporate overhead and best practice sharing.
Production Management, Closures and Divestitures
At International Paper, we manage our capacity to meet our customers' demands
without building inventory. Last year, due to depressed markets, we took about
1.7 million tons of lack of order downtime to keep our production in line with
our demand. When the market rebounds, we will adjust our production to match our
customers' increased demands.
3
<PAGE>
Three charts show International Paper's 2001 Sales, 2001 Operating Profit and
2001 Geographic Sales.
[CHART]
2001 Sales: Papers 28%
Distribution 25%
Packaging 23%
Forest Products 10%
Other Businesses 8%
Carter Holt Harvey 6%
[CHART]
2001 Operating Profit: Forest Products 37%
Papers 30%
Packaging 28%
All Others 5%
[CHART]
2001 Geographic Sales: United States 78%
Europe 10%
Pacific Rim 7%
Other 5%
In 2001, we announced major capacity changes involving shutting down machines,
realigning production and closing less efficient production facilities. These
closures account for significant capacity changes in each of our core
businesses. Since fall 2000, we have reduced our capacity by 2.3 million tons.
While it is always a wrenching decision to close manufacturing sites because of
the jobs lost, by doing so, we are able to concentrate our resources on very
competitive facilities. In short, these actions ensure a more profitable
company.
Our divestiture program remained on track in 2001. Since the Champion
acquisition in June 2000, we have completed divestitures totaling $2.7 billion.
These decisions improved our asset mix, helped pay down debt and supported our
strategy of focusing on our core businesses.
Looking Ahead
When I visit with shareowners and others in the business community, I am often
asked what we do; what is International Paper all about? I answer that question
by saying our goal is to be among the best and most respected companies in the
world - in the eyes of our employees, our customers, our communities and our
shareowners.
I also say International Paper is dedicated to making people's lives better. We
use renewable resources to make products people need every day. We make our
customers' businesses more
4
<PAGE>
successful. We are good neighbors in our communities. We keep our promises to
our shareowners. And, finally, I say our success comes from engaging our people,
delighting our customers and having exceptional operations.
As we move forward, 2002 is all about bringing results to the bottom line. We've
made a number of strategic acquisitions during recent years in order to be more
competitive. We've made internal changes - better engaged our employees,
enhanced our service to customers and improved our operations. Our plan is
working. We are improving our position relative to our competition.
Clearly, given all the uncertainties in the world, it's difficult to predict
what this year is going to hold in terms of the economy. But, we are absolutely
committed to improving our profitability and increasing our return to
shareowners.
I want to thank you for the confidence and trust you have placed in this company
and our employees. We appreciate that support and will do everything possible to
earn your continued respect.
/s/ John T. Dillon
John T. Dillon
Chairman & Chief Executive Officer
March 1, 2002
International Paper wishes to acknowledge the contributions of its retiring
director and executive vice president, C. Wesley Smith. He is a highly regarded
leader and during many years of service, he distinguished himself in our company
and our industry.
5
<PAGE>
This illustration shows a figure hanging a frame with a tree breaking out of the
top to illustrate developing creative ideas.
[GRAPHIC]
INTERNATIONAL
PAPER BREAKS OUT
OF THE BOX TO
DEVELOP INNOVATIVE
IDEAS. OUR
CUSTOMERS KNOW
WE ARE CREATIVE
PARTNERS WHEN NEW
CHALLENGES ARISE.
<PAGE>
Hewlett-Packard and International Paper had a successful venture providing
HP-branded general purpose printing papers to customers in North America, South
America and Europe. We leveraged our global marketing, sales and manufacturing
capabilities to accelerate the success of HP's Every Day Papers. Our European
system of mills - in the United Kingdom, France, Poland and Russia - is
supporting strong growth in Europe. Two of these mills already manufacture
high-value color inkjet and laser HP paper. Our experience in global printing
and packaging markets was critical to the December launch of HP Papers in China,
Hong Kong, Taiwan and Singapore. In 2002 and beyond, HP and IP will serve
Australia, New Zealand, Japan, Korea, India and Southeast Asia.
HP EVERY DAY PAPERS
- --------------------------------------------------------------------------------
[PHOTO]
This photo shows cartons and reams of Hewlett-Packard Every Day Paper.
DEVELOPING
We are more innovative and creative than ever before. Thinking outside the box
means establishing close relationships with our customers and creating unique,
innovative solutions to help them win. We know that to be more successful, we
must help our customers be more successful.
A good example of this is how we are developing solutions to support the
increasing number of home office and business customers. With millions of people
buying through retail office superstores and mass merchandisers, it's the
perfect opportunity to increase sales of our home and office papers. Since the
appearance of every ream and carton plays a role in whether consumers will
purchase the products, we give special attention to making the right first
impression. We make tons of paper for these customers, but it is sold one ream
or carton at a time.
To meet the needs of our retail customers, we restructured a part of our paper
business to form the home and office papers group. The group operates with
cross-functional teams to satisfy superstore customers such as Staples and
OfficeMax, as well as contract stationers such as Corporate Express and giant
retail merchandisers Wal*Mart, Target and Kmart.
With our customers' strategies in mind, our teams work with them on forecasting,
promotional planning and packaging. In many cases, our team members analyze
store sales and recommend space allotments for key customers. IP sales,
logistics, customer service and information technology representatives work with
their retail counterparts to put the right products in the right stores at the
right time.
We are developing into a customer-driven solutions provider.
7
<PAGE>
This illustration shows a figure holding a rolled piece to paper to its ear to
illustrate listening.
[GRAPHIC]
AT INTERNATIONAL
PAPER, KEEN
LISTENING IS AN
ENGINE FOR
REVOLUTIONARY
CHANGE.
THE COMPANY
ENCOURAGES
INTERACTION
WITH OUR
EMPLOYEES AND
OUR CUSTOMERS.
<PAGE>
This photo shows cups and sub sandwich boxes from Quiznos.
[PHOTO]
QUIZNO'S
- --------------------------------------------------------------------------------
When one of the fastest growing quick service restaurant chains in America
wanted to distinguish itself from its competitors, it called International
Paper's foodservice team for help. The IP team gathered creative minds from
across the company to design bags, sandwich paper, cartons, cups and lids, and
offered information on flavor profiles to sell more Quizno's subs, salads and
soups. As part of its value-added service, IP also designed the box Quizno's
uses for catering three-foot sub sandwiches. Founded in Denver, Colo., Quizno's
has grown from 18 restaurants in 1991 to more than 1,500 today. Located
throughout the United States, Puerto Rico and in eight international locations,
the chain opens a new restaurant on average every 20 hours.
LISTENING
People throughout IP spent much of the last year developing more focused
relationships with our customers and working to meet their expectations. By
listening to our customers and producing what they need, we create more demand
for our products.
When it comes to meeting unique customer needs, IP's Shorewood Packaging group
listens and delivers to a variety of markets. As DreamWorks Home Entertainment
prepared to launch its hit movie "Shrek" in the video market, the company wanted
distinctive packaging. DreamWorks envisioned a package that conveyed the movie's
broad demographic appeal. In response, Shorewood, in conjunction with
DreamWorks, developed a first-of-its-kind package marketable to all ages.
We listened to Nike when it told Shorewood it needed unique packaging for its
new Power Distance golf ball line. We responded by developing innovative package
embossing for the new product. Our creative packaging supported the customer's
focused marketing effort, which increased Nike's golf ball business more than
three-fold.
We also provide premium packaging for candy manufacturers such as Lindt &
Sprungli, which are increasingly emphasizing the packaging and merchandising of
their products. For the music industry, IP produced packaging that was recently
recognized with two Grammy nominations for Harry Belafonte's "The Long Road to
Freedom: An Anthology of Black Music" (Buddha Records/BMG Heritage).
We are listening to our customers to ensure that we meet their needs.
9
<PAGE>
This illustration shows a figure holding a board that balances trees with wood
products to illustrate managing.
[GRAPHIC]
INTERNATIONAL PAPER IS
ENHANCING THE
WAY WE MANAGE OUR
BUSINESS. THE
NEEDS OF THE CUSTOMER
BALANCED WITH
CONSERVATION OF VALUED
RESOURCES DRIVE
OUR DECISION MAKING AND
DETERMINE OUR COURSE.
<PAGE>
This photo shows colored envelopes from Carlton Cards with roses and cards in
the background.
[PHOTO]
CARLTON CARDS
- --------------------------------------------------------------------------------
Carlton Cards came to International Paper and its Inverurie, Scotland, mill with
a specific need. The company, which is part of American Greetings, wanted to buy
its envelope paper in Europe instead of the United States to save shipping time.
To meet this need, the mill worked with Carlton to develop supply chain
solutions that produced the required paper. To further serve the customer,
Inverurie is working with Carlton on other supply chain management improvements
in areas such as inventory and distribution.
MANAGING
Forestry is at the core of all we do, and managing our resources starts with
trees. As one of the largest private forest landowners in the world, IP
responsibly manages its forests under the principles of the Sustainable Forestry
Initiative (SFI )(sm). We use no wood from endangered old growth or rainforests.
All of our U.S. lands are now third-party certified to both the SFI and ISO
14001 standards. The SFI program stresses the continual planting, growing and
harvesting of trees while protecting wildlife, plants, soil, air and water
quality for current and future generations. We are the world's largest seedling
grower, producing almost 425 million seedlings a year. We have produced in
excess of 7.5 billion seedlings in the United States alone, and we have planted
six million acres of forestland.
Several organizations partner with IP to educate our communities and help
protect our environment. For example, we work with the North Carolina
Love-A-Tree program to teach fifth-graders about their role in the environment.
We also work with The Nature Conservancy to protect plant and animal habitats.
The group presented IP with the 2001 Corporate Partnership Award for enhancing
red-cockaded woodpecker populations on forestlands in the U.S. Southeast.
Our dedication to responsibly managing our forests is matched by our commitment
to managing our company and our resources successfully. On a regular basis, we
identify ways to cut costs and improve productivity. One way we do this is with
a computerized information network that lets employees share solutions and best
practices with their colleagues around the world. Through this network, teams of
employees have found ways to reduce transportation costs, create more
cost-effective products, increase recycling, and reduce machine downtime. Some
of these ideas were so innovative they were submitted for patents and all of
them enabled our company to save millions of dollars while doing a better job of
managing resources and serving our customers.
We take pride in managing our forests and operations responsibly, and we are
looking for ways to continuously improve our performance.
11
<PAGE>
INTERNATIONAL PAPER
DELIVERS PRODUCTS
TO CUSTOMERS
AROUND THE GLOBE,
BUT THE FINAL
JUDGES OF OUR
PERFORMANCE ARE THE
MILLIONS OF
INDIVIDUALS WHO USE
OUR PRODUCTS
ON A DAILY BASIS.
[GRAPHIC]
This illustration shows a figure receiving a sheet of paper from a large hook to
illustrate delivering.
<PAGE>
This photo shows a globe and copies of National Geographic and National
Geographic for Kids magazines.
[PHOTO]
NATIONAL GEOGRAPHIC
- --------------------------------------------------------------------------------
International Paper's relationship with the National Geographic Society began
with developing and providing paper for its world-famous magazines. We worked
with National Geographic, the world's largest non-profit scientific and
educational organization, to develop lighter-weight paper that provides the
superior quality its magazines require. The International Paper Company
Foundation also collaborated with National Geographic to achieve its mission of
sharing geographic knowledge and protecting our planet's resources. In 2001, the
Foundation partnered with National Geographic to underwrite National Geographic
for Kids, a classroom-based publication for students in grades three through
six. The publication is designed to improve students' literacy skills and
provide high-quality science and social studies content. We are honored that the
Foundation is collaborating with National Geographic on this successful and
rewarding endeavor.
DELIVERING
At IP, we pride ourselves on delivering value for our customers by producing
on-time, quality products that meet the needs of our customers around the world.
Delivering innovative packaging solutions is one way IP meets customers'
expectations. When the world's largest dairy store wanted to improve its
packaging, Stew Leonard's called IP for help. The solution? A SPOUT-PAK/TM/
carton to preserve nutrients and milk quality. Since going to this carton with a
resealable screw cap, like many juice companies use, Stew Leonard's experienced
an almost 10 percent increase in milk sales. Today, it uses about six million
cartons a year. In 2002, Stew Leonard's plans to package its private label
orange juice in SPOUT-PAK, as well.
Our container business fulfills the needs of Gold Kist Inc., the second-largest
U.S. poultry producer, by providing a superior packaging option -- the
ClassicPak(R) container. As well as developing a stronger box, we delivered
substantial savings to Gold Kist by improving its inventory management system.
By consolidating and standardizing its poultry boxes, we reduced the number of
boxes required and decreased inventory and warehouse space. We also helped Gold
Kist serve its customers, the supermarket retailers who benefit from the
stronger packaging and the fully recyclable, wax-free container.
IP teams are targeting strategic product and customer segments to create
financial value. The industrial packaging group has significantly increased its
BriteTop/TM/ liner-board sales by identifying and serving areas of growing
demand, such as corrugated packaging for retail warehouse club merchandise. This
strategy has resulted in a 20 percent increase in BriteTop business during a
year when the U.S. industrial packaging industry was down 6 percent.
Delivering the right product at the right time leads to success for
International Paper and our customers.
13
<PAGE>
This illustration shows a figure using a rolled piece of paper to look into the
distance to illustrate enhancing.
[GRAPHIC]
OF ALL OUR RESOURCES,
NONE ARE MORE
VALUED THAN THE
PEOPLE OF
INTERNATIONAL PAPER.
WE ARE COMMITTED
TO OFFERING
OPPORTUNITIES FOR
THEIR DEVELOPMENT
SO THAT NOT
ONLY THE COMPANY--
BUT EACH INDIVIDUAL--
GROWS STRONGER.
<PAGE>
In 2001, the beverage packaging Taiwan team rallied around a vision to be the
preferred gable top supplier to targeted customers in Taiwan, Hong Kong and
Southeast Asia. To accomplish this goal, the team developed specific plans for
prospects in the region. Team members were empowered to do whatever was
necessary to solve customers' problems. As a result, the Taiwan team
significantly increased its business and delivered a very positive return on
investment.
BEVERAGE PACKAGING TAIWAN
- --------------------------------------------------------------------------------
[PHOTO]
This photo shows a variety of beverage packaging products from Taiwan.
ENHANCING
From all corners of the globe, our men and women are our greatest competitive
advantage and most valuable resource. A passion for winning and positive
attitudes are what distinguish the people of International Paper. By encouraging
them to be fully involved, we want to be among the best and most respected
companies in the world.
We're creating a culture of winners. We are proud of a peer recognition awards
program in the printing & communications papers group. This program rewards
those employees with a passion to win and positive attitudes. By recognizing
these behaviors, we encourage other employees to become winners in their
businesses.
Our employees contribute every day to company initiatives ranging from diversity
to safety. The Mansfield, La., containerboard mill used the power of teamwork to
ensure a safer workplace. Hundreds of mill employees are involved in improving
safety performance at the facility. They participate in safety teams, conduct
training and provide feedback to workers in the form of behavior-based safety
observations. The Mansfield mill achieved the safest year in its history in
2001. Likewise, team members at our Guangzhou, China, container plant set a goal
of zero safety incidents in 2001. Guangzhou began by increasing both management
and employee participation in safety. The facility celebrated its first
anniversary without a recordable safety incident on Oct. 12, 2001 -- a
significant advancement.
To meet our goals, we are enhancing the skills of all of our employees.
15
<PAGE>
AT INTERNATIONAL PAPER, 2001 has been marked by continuing changes that are
improving our company's performance. We embarked upon this mission several years
ago and it has resulted in our fundamentally changing the way we manage our
company. We have changed the way we manage our asset mix, capital spending and
corporate overhead. It has meant focusing more closely on our customers and our
employees. We have spent much of the last year developing closer customer
relationships by listening to their needs and meeting their expectations. We
have developed value for our customers by matching our capabilities to their
needs. We have managed our resources to deliver greater value by producing
on-time, quality products and, ultimately, improved financial results. As we
have done this, we have enhanced our people's creativity and commitment, and
more fully engaged their passion for winning. These efforts have improved our
cost structure and made our customer relationships stronger. While we have
accomplished much this year, we will continue our campaign in 2002 and beyond.
We are committed to doing everything we can to improve our profitability,
increase our return to shareowners, position ourselves to take advantage of
economic recovery and achieve our vision of being among the best and most
respected companies in the world.
16
<PAGE>
FINANCIAL REVIEW
- --------------------------------------------------------------------------------
18 Management's Discussion and Analysis
18 Corporate Overview
19 Description of Industry Segments
21 Industry Segment Results
21 Printing Papers
22 Industrial and Consumer Packaging
23 Distribution
23 Forest Products
24 Carter Holt Harvey
24 Other Businesses
25 Liquidity and Capital Resources
38 Financial Information by Industry Segment
39 Financial Information by Geographic Area
40 Report of Management on Financial Statements
40 Report of Independent Public Accountants
41 Consolidated Statement of Earnings
42 Consolidated Balance Sheet
43 Consolidated Statement of Cash Flows
44 Consolidated Statement of Common Shareholders' Equity
45 Notes to Consolidated Financial Statements
74 Six-Year Financial Summary
77 Interim Financial Results
17
<PAGE>
Management's Discussion and Analysis
CORPORATE OVERVIEW
- --------------------------------------------------------------------------------
RESULTS OF OPERATIONS
International Paper's consolidated results of operations include Champion
International Corporation (Champion) from the date of acquisition, June 20,
2000.
After special and extraordinary items, a net loss of $1.2 billion, or $2.50
per share, was recorded in 2001. This compares to net earnings after special and
extraordinary items of $142 million, or $.32 per share in 2000, and $183
million, or $.44 per share, in 1999.
Special charges in 2001 of $1.8 billion before taxes and minority interest
($1.4 billion after taxes and minority interest, or $2.81 per share) consisted
of charges for restructuring, an increase in litigation reserves, merger
integration costs, a net loss related to dispositions and asset impairments of
businesses held for sale, and a credit for the reversal of reserves no longer
required. Additionally in 2001, we recorded an extraordinary pre-tax loss of $73
million ($46 million after taxes, or $.10 per share) for disposition losses and
asset impairments of businesses held for sale, and a charge of $25 million
before taxes and minority interest ($16 million after taxes and minority
interest, or $.03 per share) for the cumulative impact of an accounting change.
In 2000, special charges totaled $969 million before taxes and minority interest
($601 million after taxes and minority interest, or $1.34 per share). This
included charges for restructuring, an increase in litigation reserves, merger
integration costs, and a credit for the reversal of reserves no longer required.
Extraordinary items in 2000 were a loss of $85 million before taxes and minority
interest ($226 million after taxes and minority interest, or $.50 per share) for
net disposition losses and asset impairments of businesses held for sale.
Special charges in 1999 totaled $557 million before taxes and minority interest
($352 million after taxes and minority interest, or $.85 per share) and we
reported an extraordinary pre-tax loss of $26 million ($16 million after taxes,
or $.04 per share).
Earnings Before Special and Extraordinary Items
Earnings before special and extraordinary items in 2001 were $214 million, or
$.44 per share, compared with earnings before special and extraordinary items of
$969 million, or $2.16 per share, in 2000 and $551 million, or $1.33 per share,
in 1999.
Earnings in 2001 were adversely impacted by the slowing worldwide economy
and the strong U.S. dollar, resulting in increased imports into the U.S. and a
decline in export revenues. Product prices in 2001 were lower in varying degrees
across almost all of our product lines and were a major factor in the reduced
earnings year-to-year. Although energy prices moderated during 2001, they had a
negative impact on our manufacturing costs. Operational efficiencies and
declining wood costs in 2001 were positive factors, helping to offset the
effects of the weaker business environment. The policy of balancing
International Paper production with customer demand resulted in taking
approximately 1.7 million tons of market-related downtime across the mill
system. Additionally in 2001, the closure of paper mills in Erie, Pennsylvania,
and Moss Point, Mississippi, four wood products manufacturing operations and
certain consumer packaging facilities, and the down-sizing of the Savannah,
Georgia mill and the Hudson River mill located in Corinth, New York were
announced. In January 2002, the closure of the Oswego, New York containerboard
mill and the Morton, Mississippi lumber mill were also announced. These actions
will permanently remove about one million tons of capacity per year from our
mill system and 490 million board feet from our wood products facilities.
International Paper continues to focus on three core businesses - paper,
packaging and forest products. In 2000, we announced a program to exit those
businesses that are considered to be non-core or do not meet our return on
investment criteria (ROI), and sell certain other non-strategic assets. During
2001, the dispositions of our interests in Zanders Feinpapiere AG (Zanders),
Masonite Corporation (Masonite), our oil and gas assets, the Flexible Packaging
business, the Retail Packaging business, the Curtis/Palmer hydroelectric
generating project, the Argentine packaging assets, the former Champion
Hamilton, Ohio mill, and certain non-strategic timberlands, primarily in
Washington and east Texas were completed. During 2000, the sales of Bush Boake
Allen and the former Champion headquarters building were completed. Since the
Champion acquisition in June 2000, International Paper has completed
divestitures totaling $2.7 billion. Other businesses in the divestiture program
being marketed at December 31, 2001 included Arizona Chemical, Decorative
Products, Industrial Papers and other smaller businesses and non-strategic
assets.
Net sales in 2001 totaled $26.4 billion, and were below 2000 net sales of
$28.2 billion, but 7% higher than 1999 net sales of $24.6 billion, despite
having Champion included in our 2001 results for a full year. The decrease from
2000 was primarily due to the weaker U.S. economy, the impact of our divested
businesses, and lower average prices across most of our business segments.
International net sales (including U.S. exports) totaled $7.1 billion, or 27% of
total sales in 2001. This compares to sales of $7.6 billion in 2000 and $6.9
billion in 1999. Inclusion of the Brazilian and Canadian operations
18
<PAGE>
for the 2001 full year partly offset the revenue reduction due to the sale of
non-U.S. businesses in 2001 and 2000, mainly Zanders and Bush Boake Allen.
Export sales of $1.3 billion in 2001 were down from the $1.6 billion and $1.5
billion in 2000 and 1999, respectively, primarily due to the strong U.S. dollar.
Segment operating profit of $1.8 billion in 2001 was down $900 million from
the $2.7 billion in 2000 and even with 1999. Deteriorating prices accounted for
about $600 million of the decrease from 2000, with lower volumes and
market-related downtime contributing about $300 million and $200 million,
respectively. Operating profit was lower in 2001 by about $100 million due to
businesses divested in comparison to 2000. All these reductions were partially
offset by about $300 million of year-to-year benefits from the inclusion of
Champion for a full year, merger benefits and other cost reduction programs, net
of higher energy costs and general inflation. ROI was enhanced by improved
capital employed utilization as a result of divestitures, working capital
reductions and other facility rationalizations. Excluding special and
extraordinary items, ROI was 2.9% in 2001, 5.3% in 2000, and 4.0% in 1999.
The integration of International Paper and Champion was essentially
completed in 2001. International Paper continues to take actions designed to
improve our ROI. We plan to maintain 2002 capital spending at approximately the
$1 billion level incurred in 2001.
DESCRIPTION OF INDUSTRY SEGMENTS
- --------------------------------------------------------------------------------
PRINTING PAPERS
International Paper is the world's leading producer of printing and writing
papers. Products in this segment include uncoated and coated papers, market pulp
and bristols.
Uncoated Papers: This business produces papers for use in copiers, desktop,
laser and digital imaging printing as well as in advertising and promotional
materials such as brochures, pamphlets, greeting cards, books, annual reports
and direct mail publications. Uncoated Papers also produces a variety of grades
that are converted by our customers into envelopes, tablets, business forms and
file folders. Fine papers are used in high-quality text, cover, business
correspondence and artist papers. Uncoated Papers are sold under private label
and International Paper brand names which include Hammermill, Springhill, Great
White, Strathmore, Champion, Beckett and Rey. The mills producing uncoated
papers are located in the U.S., Scotland, France, Poland and Russia. These mills
have uncoated paper production capacity of 5.7 million tons annually.
Coated Papers: This business produces coated papers used in a variety of
printing and publication end uses such as catalogs, direct mail, magazines,
inserts and commercial printing. Products include coated free sheet, coated
groundwood and supercalendered groundwood papers. Production capacity in the
U.S. amounts to 2.2 million tons annually.
Market Pulp: Market pulp is used in the manufacture of printing, writing and
specialty papers. Pulp is also converted into products such as diapers and
sanitary napkins. Products include fluff, northern and southern softwood pulp,
as well as northern, southern, and birch hardwood paper pulp. These products are
produced in the U.S., Canada, France, Poland and Russia, and are sold around the
world. International Paper facilities have annual pulp capacity of about 2.3
million tons.
Brazilian Paper: Brazilian operations function through International Paper do
Brasil, Ltda, which owns or manages 1.5 million acres of forestlands in Brazil.
Our annual production capacity is 670,000 tons of coated and uncoated papers.
INDUSTRIAL AND CONSUMER PACKAGING
Industrial Packaging: With production capacity of about 4.3 million tons
annually, International Paper is the second largest manufacturer of
containerboard in the U.S. Over one-third of our production is specialty grades,
such as PineLiner, Sunliner, Polarboard, Coastliner, BriteTop and Spra White.
About 65% of our production is converted domestically into corrugated boxes and
other packaging by our 51 U.S. container plants. In Europe, our operations
include one recycled fiber mill in France and 22 container plants in France,
Ireland, Italy, Spain and the United Kingdom. Our global presence also includes
operations in Puerto Rico, Chile, Turkey and China. Our container plants are
supported by regional design centers, which offer total packaging solutions and
supply chain initiatives. We have the capacity to produce over 600,000 tons of
kraft paper each year for use in multi-wall and retail bags.
Consumer Packaging: International Paper is the world's largest producer of
bleached packaging board with annual production capacity of about 2 million
tons. Our Everest and Starcote brands are used in packaging applications for
juice, milk, food, cosmetics, pharmaceuticals, computer software and tobacco
products. Approximately 40% of our bleached board production is converted into
packaging products in our own plants. Our Beverage Packaging business has 16
plants worldwide offering complete packaging systems, from paper to filling
machines, using proprietary technologies including Tru-Taste brand barrier board
technology for premium long-
19
<PAGE>
Management's Discussion and Analysis
life juices. Shorewood Packaging Corporation (Shorewood) operates 20 plants
worldwide, producing packaging with high-impact graphics for a variety of
consumer markets, including tobacco, cosmetics and home entertainment. The
Foodservice business offers cups, lids, cartons, bags, containers, beverage
carriers, trays and plates from six domestic plants and through six
international joint ventures. Group-wide product development efforts provide
customers with innovative packaging solutions, including the "smart package"
that tracks, traces and authenticates packages throughout the global supply
chain. During 2001, the Consumer Packaging business implemented a plan to exit
the Aseptic Packaging business which includes the shutdown or sale of various
Aseptic Packaging facilities.
DISTRIBUTION
Through xpedx, our North American merchant distribution business, we supply
industry wholesalers and end users with a vast array of printing, packaging,
graphic arts, maintenance and industrial products. xpedx operates 115 warehouses
and 155 retail stores in the U.S. and Mexico. Overseas, Papeteries de France,
Scaldia in the Netherlands, and Impap in Poland serve European markets. Products
manufactured at International Paper facilities account for about 21% of our
worldwide distribution sales.
FOREST PRODUCTS
Forest Resources: International Paper owns or manages about 10.4 million acres
of forestlands in the U.S., mostly in the South. In 2001, these forestlands
supplied about 28% of our wood requirements.
Wood Products: International Paper owns and operates 32 U.S. plants producing
southern pine lumber, oriented strand board (OSB), plywood and engineered wood
products. The majority of these plants are located in the South near our
forestlands. We can produce about 2.5 billion board feet of lumber, 1.6 billion
square feet of plywood and 980 million square feet of OSB annually.
Canadian Wood Products: Weldwood of Canada produces about 1.1 billion board feet
of lumber and 430 million square feet of plywood annually. Through licenses and
forest management agreements, we have harvesting rights on government-owned
timberlands in Canada.
CARTER HOLT HARVEY
Carter Holt Harvey is approximately 50.4% owned by International Paper. It is
one of the largest forest products companies in the Southern Hemisphere, with
operations mainly in New Zealand and Australia. The Australasian region accounts
for about 80% of its sales. Asian markets are important outlets for its logs,
pulp and linerboard products. Carter Holt Harvey's major businesses include:
Forest Operations, including ownership of 810 thousand acres of
predominantly radiata pine plantations that yield over 7 million tons of
logs annually.
Wood Products, including over 600 million board feet of lumber capacity and
about 800 million square feet of plywood and panel production. Carter Holt
Harvey is the largest Australasian producer of lumber, plywood, laminated
veneer lumber and panel products.
Pulp and Paper Products, with overall capacity of more than 1.1 million
tons of annual linerboard and pulp capacity at four mills. Carter Holt
Harvey is New Zealand's largest manufacturer and marketer of pulp and paper
products.
Tissue Products, with about 190 thousand tons of annual production capacity
from two mills and six converting plants. Carter Holt Harvey is the largest
tissue manufacturer in Australia.
Carter Holt Harvey also produces corrugated boxes, cartons and paper bags, with
a focus on the horticulture, primary produce and foodservice markets. It also
has a significant share of the Australian cup market, and distribution
businesses in New Zealand and Australia.
OTHER BUSINESSES
Chemicals: Arizona Chemical is a leading processor of crude tall oil and crude
sulfate turpentine, natural by-products of the papermaking process. Products
include specialty resins used in adhesives and inks made at 15 plants in the
U.S. and Europe. In addition, through our Chemical Cellulose Pulp business, we
produce chemical specialty pulp, primarily utilized in cigarette filters and
fabrics.
20
<PAGE>
Decorative Products: We produce high- and low-pressure laminates, particleboard
and graphic arts products from 13 facilities. Our customers include residential
and commercial construction, furniture, store fixtures and graphic arts
businesses as well as specialty niche applications.
Industrial Papers: We can produce 350,000 tons of specialty industrial papers
annually used in applications such as pressure-sensitive labels, food and
industrial packaging, industrial sealants and tapes and consumer hygiene
products.
Petroleum: International Paper conveyed its oil and gas properties and royalty
interests to a third party in January 2001. We have retained management of other
mineral rights on company-owned and leased lands.
Masonite: During the third quarter of 2001, International Paper sold Masonite to
Premdor Inc. of Toronto, Canada. Prior to the sale, Masonite had locations in
North America, Europe, South Africa and South Korea, and manufactured and
marketed CraftMaster door facings and other molded products for residential and
commercial construction, as well as a broad line of hardboard exterior siding,
industrial hardboard and a wide range of softboard products for the home and
office.
INDUSTRY SEGMENT RESULTS
- --------------------------------------------------------------------------------
PRINTING PAPERS
Printing Papers posted sales of $7.8 billion in 2001 compared with $7.2 billion
in 2000 and $5.2 billion in 1999. Operating profit in 2001 was $538 million
compared with $930 million in 2000 and $232 million in 1999. The decline in 2001
reflects weaker demand and lower prices in the United States. Market Pulp
accounted for about half of this decline. Printing Papers' operations continued
to align production with customer demand, resulting in approximately 700,000
tons of market-related downtime globally due to the economic slowdown as well as
permanent capacity reduction of about 350,000 tons. During 2001, this business
implemented plans to reduce direct and indirect manufacturing costs and to
improve machine efficiency which benefited the performance of the business in
the third and fourth quarters.
<TABLE>
<CAPTION>
Printing Papers
- --------------------------------------------------------------------------------
In millions 2001 2000 1999
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Sales $7,815 $7,210 $5,215
Operating Profit $ 538 $ 930 $ 232
</TABLE>
Uncoated Papers sales were $4.9 billion in 2001, up from $4.8 billion in 2000
and $4.1 billion in 1999. Sales were up slightly in 2001 compared with 2000,
while overall shipments increased approximately 5%. Paper prices on average
declined 2% year-over-year. Operating profit was down 15% from 2000 and was
about double the 1999 level. Cost reduction initiatives, the realization of
Champion merger benefits and the reorganization of our U.S. office papers
business all had a positive impact on 2001 profitability. However, our domestic
operations were negatively impacted by lower prices, higher energy costs, and
poor performance from manufacturing operations in the first half of the year.
Successful marketing and cost reduction initiatives, in particular at our
Kwidzyn facility in Poland and Svetogorsk in Russia, were key factors
contributing to improved performance in our European uncoated business. The
increases in Uncoated Papers sales and earnings from 1999 were primarily the
result of the Champion acquisition in June 2000 and improved operations in
Europe.
Coated Papers sales were $1.6 billion in 2001, compared with $1.2 billion in
2000 and $590 million in 1999. Operating profit in 2001 was down approximately
47% compared with 2000 due to poor economic conditions in the United States as
well as higher raw material and energy prices. Compared with 1999, sales and
operating profit were up in 2001 due to the Champion acquisition in 2000. A 7%
decrease in average U.S. pricing was the major factor in lower 2001 operating
profits.
Market Pulp sales from our U.S., European and Canadian facilities were $815
million in 2001 compared with $925 million and $535 million in 2000 and 1999,
respectively. Pulp markets declined sharply during the year and did not show
signs of stabilizing until late in the fourth quarter. Pulp reported an
operating loss in 2001 compared with earnings in 2000, principally due to a
significant decline in pricing, and a loss in 1999. Operating cost management
and production curtailments aided in curbing the operating losses.
Brazilian Paper sales were $460 million in 2001 compared with $270 million in
2000. The increase in sales and the 72% increase in operating profit were due to
the full year's results included in 2001 versus six months in 2000 as our
Brazilian operations were acquired in the Champion acquisition in June 2000.
Looking ahead, we expect 2002 to be a challenging year for our Printing
Papers segment as there are currently no clear indications of a U.S. economic
recovery that would improve the external environment. The business is focused on
21
<PAGE>
Management's Discussion and Analysis
improving costs and efficiencies in order to strengthen its financial
performance. We expect to continue to benefit from our profit improvement
initiatives and prior-year operational restructurings, and will continue to
balance our production to our customers' orders.
INDUSTRIAL AND CONSUMER PACKAGING
Industrial and Consumer Packaging sales totaled $6.3 billion in 2001, 5% below
2000's sales of $6.6 billion. Operating profit of $508 million in 2001 declined
from the $741 million reported for 2000, reflecting weaker demand for virtually
all product lines. The domestic economic slowdown, coupled with a strong U.S.
dollar, adversely affected demand for this sector's products for most of the
year. Our mills have continued to curtail production as necessary to balance
supply with the soft demand throughout the year. Sales were $6.0 billion in 1999
and operating profit was $520 million.
<TABLE>
<CAPTION>
Industrial and Consumer Packaging
- --------------------------------------------------------------------------------
In millions 2001 2000 1999
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Sales $6,280 $6,625 $6,020
Operating Profit $ 508 $ 741 $ 520
</TABLE>
Industrial Packaging revenues were $3.7 billion in 2001, down from $4.0 billion
the previous year and $3.8 billion in 1999. Profits in 2001 declined 35% from
2000, after substantial improvement from 1999. Focused customer programs and
internal productivity initiatives were unable to fully offset the poor market
conditions encountered during the year. Overall, 2001 shipments declined 7% due
to soft domestic markets for containerboard and boxes, driven by the slowing
U.S. economy and weaker exports caused by the strong U.S. dollar. The rate of
decline in domestic box shipments paralleled the decline in industrial
production. Soft market conditions continued to exert pressure on prices during
most of the year. Average domestic containerboard prices were down 7% compared
with 2000. Markets for our European converting operations remained relatively
steady before softening during the fourth quarter. European results were
significantly better than in 2000 despite devaluation losses incurred in
connection with our Turkish joint venture. Our Kraft Papers business also had a
strong year, benefiting from increased orders from selected customers and steady
demand for both bleached and unbleached products. Prices for kraft papers were
steady throughout the year.
During 2001, the Industrial Packaging business continued its policy of
adjusting production to maintain inventories in line with customer demand,
curtailing production of 800,000 tons during the year, or 18% of capacity. Three
Savannah, Georgia paper machines were shut down during the year to further
balance the system. We subsequently announced the shutdown of the one-machine
Oswego, New York mill in January 2002. Industrial Packaging will continue to
focus efforts to further improve its cost position to help offset the weak
market conditions entering 2002.
Consumer Packaging sales were $2.6 billion for both 2001 and 2000 and $2.2
billion in 1999. Weaker overall demand in 2001 was offset by a full year of
operations for Shorewood, acquired in March 2000. Consumer Packaging's 2001
operating profit declined 24% from 2000 due mainly to weak market conditions,
after a 5% improvement over 1999. Cost reduction programs, facility
rationalizations and operational initiatives helped improve overall results for
these businesses. However, weak market conditions during the first nine months,
coupled with high first-quarter energy costs, negated these positive factors.
Similar economic and foreign exchange issues as those affecting the Industrial
Packaging business also impacted the Consumer Packaging business. Overall
shipments, after adjusting for the Shorewood acquisition, were down 7% versus
2000. In addition, the Consumer Packaging business took approximately 100,000
tons of market-related downtime in the bleached board mill system to balance the
supply/demand equation. Average bleached board pricing was down for the year
versus 2000.
2001 was a period of accelerated change for the Industrial and Consumer
Packaging businesses. The Pacific Millennium joint venture, which further
expands this segment's operations in the Pacific basin, was announced during the
first quarter. Additionally, we closed the Moss Point, Mississippi mill, and
combined the operations of two Shorewood locations and one Foodservice facility
with other locations. Specific overhead reduction programs were implemented, and
we announced the downsizing of Beverage Packaging's worldwide aseptic
operations. These initiatives are expected to have a favorable impact on future
operating results.
Looking ahead as we enter 2002, we expect market conditions to continue to
put pressure on both demand and pricing. The future success of these businesses
will be driven by continuing our customer-focused market initiatives and by
completing the realignment and cost control programs.
22
<PAGE>
DISTRIBUTION
North American and European distribution sales totaled $6.8 billion in 2001
compared to $7.3 billion in 2000 and $6.9 billion in 1999. Operating profit in
2001 was $21 million compared with $120 million in 2000 and $105 million in
1999. Market conditions weakened considerably in all segments of the business,
particularly during the latter half of the year.
<TABLE>
<CAPTION>
Distribution
- --------------------------------------------------------------------------------
In millions 2001 2000 1999
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Sales $6,790 $7,255 $6,850
Operating Profit $ 21 $ 120 $ 105
</TABLE>
xpedx, our North American distribution operation, posted sales of $6.4 billion,
down 6% from 2000 and 1% from 1999. The decline in sales with the economic
downturn in 2001 that began early in the year had an adverse affect on our two
primary customer segments: paper and supplies for the commercial printing
segment and packaging supplies for the industrial segment. Prices on many
product lines were lower as a result of the slowing demand. The significant
impact of the general economic downturn on sales was partially mitigated by
additional sales from acquisitions in 1999 and 2000.
During 2001, xpedx successfully completed the integration of Nationwide,
acquired as part of the Champion acquisition in 2000. This represents the third
major acquisition for xpedx, which has followed a strategy of consolidating
operations and eliminating duplicate facilities, leveraging shared expenses and
focusing on profitable customer segments. Over the three-year period, in
addition to Nationwide, xpedx completed the integration of Alling and Cory,
acquired with Union Camp, and Zellerbach, a stand-alone distribution business
acquisition.
Operating profits in 2001 declined about 80% from 2000 and 1999 largely
reflecting lower sales. In addition, the slowing economy and weak demand
resulted in an increase in customer bankruptcies, with a more than 80% increase
in bad debt expense. Throughout the year, an aggressive expense management
program helped to mitigate the impact of the significant sales decline on
operating profits. Headcount was reduced in 2001 by over 1,100, or 11%, and
operating expenses were cut to parallel the lower level of sales activity.
Additionally, xpedx generated cash flows in excess of $200 million from added
focus on working capital and asset management programs.
Our European distribution operations - Papeteries de France, Scaldia in the
Netherlands and Impap in Poland - posted sales of $350 million, down 5% from
2000 but even with 1999. European sales were also affected by an economic
downturn, but to a lesser extent than the U.S. The European businesses recorded
a slight loss in 2001 due to weak economic conditions following several years of
profit growth.
For 2002, we expect that general market conditions will remain difficult in
most segments resulting in weak demand and continued pressure on prices.
Consequently, earnings improvement in 2002 will come largely from focused profit
improvement initiatives as well as increased emphasis on those customer segments
where we can create the most value for customers and shareholders.
FOREST PRODUCTS
Forest Products sales were $2.9 billion, up from $2.4 billion in 2000 and $2.1
billion in 1999. Operating profit in 2001 of $655 million was up from $564
million in 2000 and $653 million in 1999. This increase was attributable to
improved results in Forest Resources, partially offset by lower average building
materials prices and sales volumes and the full-year inclusion of the Forest
Products operations of Champion.
<TABLE>
<CAPTION>
Forest Products
- --------------------------------------------------------------------------------
In millions 2001 2000 1999
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Sales $2,855 $2,380 $2,070
Operating Profit $ 655 $ 564 $ 653
</TABLE>
Forest Resources sales in 2001 were $960 million compared with $848 million in
2000 and $653 million in 1999. Operating profit was 10% higher than 2000 and 37%
higher than 1999 primarily due to the inclusion of a full year of Champion
results and higher sales of non-strategic forest assets, partially offset by
lower harvest volumes and prices. International Paper monetizes its forest
assets in various ways, including sales of short- and long-term harvest rights,
on a pay-as-cut or lump-sum bulk sale basis, as well as sales of timberlands. In
2001, large sales of non-strategic timber assets increased earnings by
approximately $75 million from 2000 and $150 million from 1999, reflecting in
part the larger land base after the Champion acquisition. Harvest volumes in
2001 were lower than 2000 due to weaker demand, but higher than 1999 as a result
of the Champion acquisition. Average 2001 prices declined from both 2000 and
1999, with southern pine sawtimber and pulpwood prices declining about 19% and
12%, respectively, versus 2000 averages. Stumpage prices entering 2002 are below
comparable prices at the beginning of 2001, which were lower than 1999. We
23
<PAGE>
Management's Discussion and Analysis
do not anticipate any significant price improvement in early 2002, but expect
that 2002 full-year prices will average about the same as 2001, well below 2000.
Harvest volumes in 2002 are also projected to be lower than the volumes in 2001.
Wood Products sales in 2001 of $1.4 billion were slightly better than the $1.3
billion in 2000, and equal with 1999 sales. This business reported a loss for
both 2001 and 2000 following a strong performance in 1999. The loss in 2001 was
due to significant pricing pressure and weak demand, partially offset by
improved operations and lower costs, primarily for logs. Prices in 2001,
compared with 2000, were off 5% for lumber, and about 7% for panels. We expect
market conditions to improve in early 2002, with a continued strengthening later
in the year as economic conditions in the U.S. improve. We intend to continue
aggressively managing capacity to keep inventories in line with customer demand.
Canadian Wood Products, a former Champion business operated through Weldwood of
Canada, reported sales of $480 million for a full year in 2001 versus $190
million from the second half of 2000, which included six months of operations
after the acquisition date. By year end, lumber prices had dropped significantly
versus 2000. The outlook for 2002 is the same as for domestic U.S. wood products
- - gradual strengthening with a stronger second half. A final resolution of the
softwood lumber trade dispute between the United States and Canada, that impacts
both U.S. Wood Products and Weldwood, would be a net positive factor to
International Paper.
CARTER HOLT HARVEY
International Paper's results for this segment differ from those reported by
Carter Holt Harvey in New Zealand in three major respects:
1. Carter Holt Harvey earnings include only our share of Carter Holt Harvey's
operating earnings. Segment sales, however, represent 100% of Carter Holt
Harvey's sales.
2. Carter Holt Harvey reports in New Zealand dollars but our segment results
are reported in U.S. dollars. The weighted average currency exchange rate
used to translate New Zealand dollars to U.S. dollars was .41 in 2001, .46
in 2000 and .52 in 1999.
3. Carter Holt Harvey reports under New Zealand accounting standards, but our
segment results comply with U.S. generally accepted accounting principles.
The major differences relate to cost of timber harvested (COTH), land
sales, financial instruments and start-up costs. These differences reduced
segment earnings by $30 million in 2001, about $20 million in 2000 and $50
million in 1999.
<TABLE>
<CAPTION>
Carter Holt Harvey
- --------------------------------------------------------------
In millions 2001 2000 1999
- --------------------------------------------------------------
<S> <C> <C> <C>
Sales $1,710 $1,675 $1,605
Operating Profit $ 13 $ 71 $ 39
</TABLE>
Carter Holt Harvey's segment sales were $1.7 billion in both 2001 and 2000,
and $1.6 billion in 1999. The significant fall in operating profit was
principally due to low export prices for logs, pulp and linerboard, together
with a decline in residential construction in Australia.
Forests experienced falling prices in both its export and domestic markets. A
decline in construction activity in the New Zealand and Australian markets
reduced the demand for sawlogs from sawmills, while recession conditions in
Japan also led to reduced demand for logs. Additionally, high inventory levels
due to the adverse conditions in its major markets resulted in the sale of stock
at low prices. Wood Products also experienced adverse market conditions in
Australia and New Zealand due to low levels of residential construction.
However, declining interest rates as the year progressed resulted in some
recovery in both markets later in the year. Pulp and Paper also experienced
falling pulp and linerboard prices in its main Asian markets. In addition,
higher electricity charges also lowered the business' earnings. Tissue
experienced an increase in earnings due to lower pulp input costs and an
increase in sales volumes. Higher earnings in the Packaging business were the
result of operational business improvements. In April 2001, the Tasman pulp mill
in New Zealand was acquired for $130 million. This acquisition is expected to
contribute further to earnings in 2002.
Operating results for the first half of 2002 will be dependent on changes in
global economic conditions. Pulp and linerboard pricing can be expected to
remain near cyclical lows through mid-2002. Some improvement in export log
pricing is expected from improving demand in Korean and Chinese markets. The
Australian and New Zealand construction markets are expected to remain
relatively strong through the first half of the year before easing in the second
half as demand levels ease and interest rates rise.
OTHER BUSINESSES
Other businesses include those that have been identified in our divestiture
program, and the Chemical Cellulose Pulp business.
24
<PAGE>
<TABLE>
<CAPTION>
Other Businesses
- -----------------------------------------------------------
In millions 2001 2000 1999
- -----------------------------------------------------------
<S> <C> <C> <C>
Sales $2,325 $4,230 $4,245
Operating Profit $ 52 $ 233 $ 259
</TABLE>
Chemicals sales were $741 million in 2001, compared with $845 million and $885
million in 2000 and 1999, respectively. Primarily due to losses in the Chemical
Cellulose Pulp business, Chemicals reported a loss in 2001 following declining
profits in 2000 and 1999. Operating profit in the Chemical Cellulose Pulp
business declined from 2000 to 2001 as a result of increased costs and lower
volumes. Arizona Chemical's U.S. volume in the Oleo, Inks and Adhesives business
units was down 15% due to reduced customer demand and lower primary raw material
supply due to the shutdown of mills and downtime taken in 2001. European volume
was strong for the year.
Decorative Products sales were $527 million, down 15% from 2000 sales of $619
million and 1999 sales of $624 million. The decline in sales in 2001 was due to
lower global market demand for high- and low-pressure laminates and
particleboard. Earnings in 2001 declined from prior years due to significantly
lower sales volumes and higher raw material and energy costs, which were
partially offset by reductions in administrative expenses.
Industrial Papers sales were $451 million in 2001 compared with sales of $498
million and $506 million for 2000 and 1999, respectively. Operating profit in
2001 was down approximately 30% from both 2000 and 1999. Lower average sales
margins, partially offset by cost improvement initiatives, contributed to the
decline in operating profits in 2001.
Petroleum sales were $20 million in 2001 prior to its disposition compared with
$125 million in 2000 and $70 million in 1999. International Paper conveyed its
oil and gas properties and royalty interests to a third party in January 2001.
We retained management of other mineral rights on company-owned and leased
lands.
Masonite was sold during the third quarter of 2001 to Premdor Inc. of Toronto,
Canada. Masonite sales were $278 million in 2001 prior to its disposition
compared with $465 million in 2000 and $512 million in 1999.
Other businesses not discussed above are businesses that have been sold. The
businesses that are no longer part of International Paper include Zanders,
Flexible Packaging, Retail Packaging, Bush Boake Allen, the former Champion
Hamilton Mill, and the Curtis/Palmer hydroelectric assets. Sales for these
businesses were approximately $300 million in 2001 compared with $1.7 billion in
2000 and $1.6 billion in 1999.
LIQUIDITY AND CAPITAL RESOURCES
- --------------------------------------------------------------------------------
CASH PROVIDED BY OPERATIONS
Cash provided by operations totaled $1.7 billion for 2001, compared with $2.4
billion in 2000 and $1.7 billion in 1999. The decrease in operating cash flow in
2001 reflects lower earnings before special and extraordinary items and the
cumulative effect of an accounting change. Excluding special and extraordinary
items and the cumulative effect of accounting change, after taxes and minority
interest, net earnings for 2001 decreased $755 million from 2000. The increase
in operating cash flow in 2000 reflects higher earnings before special and
extraordinary items. Excluding special and extraordinary items, after taxes and
minority interest, net earnings for 2000 increased $418 million from 1999. A
decrease in working capital increased 2001 operating cash flow by $280 million.
Working capital changes decreased 2000 and 1999 operating cash flow by $146 and
$32 million, respectively. Depreciation and amortization expense was $1.9
billion in 2001 and 2000, and $1.7 billion in 1999.
INVESTMENT ACTIVITIES
Capital spending was $1.0 billion in 2001, or 56% of depreciation and
amortization (52% for ongoing businesses) as compared to $1.4 billion, or 71% of
depreciation and amortization in 2000, and $1.1 billion, or 68% of depreciation
and amortization in 1999. The increase in spending in 2000 was principally the
result of capital projects for Champion. We plan to continue to hold annual
capital spending well below annual depreciation and amortization expense.
Discretionary capital spending will be primarily for reducing costs, stabilizing
processes and improving services. The following table presents capital spending
by each of our business segments.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------
In millions 2001 2000 1999
- -------------------------------------------------------------------
<S> <C> <C> <C>
Printing Papers $ 374 $ 447 $ 382
Industrial and Consumer Packaging 246 296 246
Distribution 16 24 16
Forest Products 175 217 134
Carter Holt Harvey 85 100 99
Other Businesses 82 172 199
------ ------ ------
Subtotal 978 1,256 1,076
Corporate and other 71 96 63
------ ------ ------
Total $1,049 $1,352 $1,139
====== ====== ======
</TABLE>
25
<PAGE>
Management's Discussion and Analysis
Mergers and Acquisitions
In April 2001, Carter Holt Harvey acquired Norske Skog's Tasman Kraft pulp
manufacturing business for $130 million in cash.
In June 2000, International Paper completed the acquisition of Champion, a
leading manufacturer of paper for business communications, commercial printing
and publications with significant market pulp, plywood and lumber manufacturing
operations. Champion shareholders received $50 in cash per share and $25 worth
of International Paper common stock for each Champion share. Champion shares
were acquired for approximately $5 billion in cash and 68.7 million shares of
International Paper common stock with a fair market value of $2.4 billion.
Approximately $2.8 billion of Champion debt was assumed.
In April 2000, Carter Holt Harvey purchased CSR Limited's medium density
fiberboard and particleboard businesses and its Oberon sawmill for approximately
$200 million in cash.
In March 2000, International Paper acquired Shorewood, a leader in the
manufacture of premium retail packaging, for approximately $640 million in cash
and the assumption of $280 million of debt.
The merger with Union Camp was completed on April 30, 1999. Union Camp
shareholders received 1.4852 International Paper common shares for each Union
Camp share held. The total value of the transaction, including the assumption of
debt, was approximately $7.9 billion. International Paper issued 110 million
shares for 74 million Union Camp shares, including options. The merger was
accounted for as a pooling-of-interests.
Also in April 1999, Carter Holt Harvey acquired the corrugated packaging
business of Stone Australia, a subsidiary of Smurfit-Stone Container
Corporation. The business consists of two sites in Melbourne and Sydney, which
serve industrial and primary produce customers.
All of the above acquisitions were accounted for using the purchase method,
with the exception of the Union Camp acquisition, which was accounted for as a
pooling-of-interests. The operating results of those mergers and acquisitions
accounted for under the purchase method have been included in the consolidated
statement of earnings from the dates of acquisition.
In March 2001, International Paper and Carter Holt Harvey acquired a
combined 37.5% interest in International Paper Pacific Millennium Limited for
approximately $34 million. This investment is accounted for under the equity
method and is included in Investments in the accompanying consolidated balance
sheet.
Divestitures
In 2000, International Paper announced a divestment program following the
Champion acquisition and the completion of a strategic analysis to focus on
International Paper's core businesses. Through December 31, 2001, approximately
$2.7 billion has been realized under the program, including cash and notes
received plus debt assumed by the buyers.
Cash Transactions
In October 2001, International Paper sold its Mobile, Alabama Retail Packaging
facility to Ampac, resulting in a pre-tax loss of $9 million.
In September 2001, International Paper sold Masonite to Premdor Inc. of
Toronto, Canada for approximately $300 million in cash and a note receivable
with a face value of $113 million, resulting in a pre-tax loss of $87 million.
In August 2001, International Paper sold its Flexible Packaging business to
Exo-Tech Packaging, LLC, a company sponsored by the Sterling Group, L.P., for
approximately $85 million in cash and a $25 million note, resulting in a pre-tax
loss of $31 million.
In July 2001, International Paper sold its Curtis/Palmer hydroelectric
generating project in Corinth, New York to TransCanada Pipelines Limited for
approximately $285 million, resulting in a pre-tax gain of $215 million.
The net pre-tax gain of $88 million ($24 million after taxes) resulting
from the above transactions is netted with impairment charges of $717 million
(see Note 7) in Net losses on sales and impairments of businesses held for sale
in the accompanying consolidated statement of earnings.
In January 2001, International Paper also completed the sale of its
interest in Zanders, a European coated paper business, to M-Real (formerly Metsa
Serla) for approximately $120 million and the assumption of $80 million of debt.
This transaction resulted in an extraordinary loss of $245 million after taxes,
which was recorded in the third quarter of 2000 when the decision was made to
sell this business.
In November 2000, International Paper sold its interest in Bush Boake
Allen, a majority-owned subsidiary, for $640 million, resulting in an
extraordinary gain of $183 million after taxes and minority interest. Carter
Holt Harvey also sold its Plastics division in November, which resulted in an
extraordinary loss of $2 million after taxes and minority interest.
In January 2000, International Paper sold its equity interest in Scitex for
$79 million, and Carter Holt Harvey sold its equity interest in Compania de
Petroleos de Chile (COPEC) for just over $1.2 billion. These sales resulted in a
combined extraordinary gain of $134 million after taxes and minority interest.
26
<PAGE>
The gains on the sales in 2000 and the impairments of Zanders, Masonite,
Fine Papers, the Chemical Cellulose Pulp business and the Flexible Packaging
business in Argentina were recorded in the accompanying consolidated statement
of earnings as extraordinary items pursuant to the pooling-of-interests rules.
See Note 7 for additional information related to these divestitures.
Structured Transactions - Right of Offset
In March 2001, International Paper sold approximately 265,000 acres of
forestlands in the state of Washington for notes receivable (the Notes) that had
a value of approximately $480 million on the date of sale. The Notes, which do
not require principal payments prior to their March 2011 maturity, are
extendable at International Paper's option in five-year increments to March
2031, and are supported by irrevocable letters of credit obtained by the buyer
and issued by a money-center bank. The sale resulted in no profit or loss as the
timberlands, which were acquired in the Champion acquisition, had a carrying
value equal to fair value on the date of sale.
During 2001, International Paper transferred the Notes to an unconsolidated
entity that it does not control in exchange for a preferred interest in the
entity valued at approximately $480 million, and accounted for this transfer as
a sale of the Notes for financial reporting purposes with no associated gain or
loss. Also during 2001, the entity acquired approximately $561 million of other
International Paper debt obligations for cash. At December 31, 2001,
International Paper has offset, for financial reporting purposes, the $480
million preferred interest in the entity against $480 million of International
Paper debt obligations held by the entity since International Paper has, and
intends to effect, a legal right to net settle these two amounts.
In January 2001, International Paper sold its oil and gas properties and
fee mineral and royalty interests valued at $234 million to an unconsolidated
partnership for a non-controlling preferred limited partnership interest, and
recognized an extraordinary loss on this transfer of $8 million after taxes,
which is included as an extraordinary item in the accompanying consolidated
statement of earnings. Also in 2001, the unconsolidated partnership loaned $244
million to International Paper. At December 31, 2001, International Paper has
offset, for financial reporting purposes, its preferred interest in the
partnership against the note payable to the partnership since International
Paper has, and intends to effect, a legal right to net settle these two amounts.
FINANCING ACTIVITIES
Financing activities during 2001 included a net debt reduction of $1.4 billion,
primarily from proceeds from divestitures. Debt issuances in 2001 included $1
billion of 6.75% Senior Unsecured Notes due September 1, 2011, which yielded
proceeds of $993 million, and $2.1 billion of zero-coupon Convertible Senior
Debentures due June 20, 2021, which yielded proceeds of approximately $1.0
billion (see Note 13).
Financing activities during 2000 included $6.3 billion of debt issuances,
including $4.3 billion in long-term debt and $2 billion of short-term debt
instruments (largely commercial paper) issued mainly to finance the Champion and
Shorewood acquisitions. In addition, we assumed approximately $3 billion of debt
associated with acquisitions, and subsequently reduced the acquired debt
balances by $450 million. We repaid $600 million of maturing long-term debt and
$1.0 billion in short-term debt from divestiture proceeds and operating cash
flows, as well as $700 million of Carter Holt Harvey debt from proceeds received
on the sale of its interest in COPEC.
Financing activities during 1999 included an early extinguishment of $275
million of high interest debt that was assumed in the acquisition of Union Camp,
at an after tax cost of $16 million, which is reflected as an extraordinary item
in the 1999 statement of earnings. Other debt, primarily short-term, was reduced
by $540 million.
Dividend payments were $482 million, $447 million and $418 million in 2001,
2000 and 1999, respectively. On a per share basis, dividend payments were $1.00
in 2001, $1.00 in 2000 and $1.01 in 1999. The International Paper dividend
remained at $1.00 per share during the three-year period. However, dividend
payments on a per share basis for 1999 have been restated to include dividends
paid by Union Camp.
At December 31, cash and temporary investments totaled $1.2 billion in both
2001 and 2000.
CAPITAL RESOURCES OUTLOOK FOR 2002
International Paper has the ability to fund capital expenditures, service and
reduce existing debt, and meet working capital and dividend requirements during
2002 through various sources of short- and long-term capital.
In addition to existing cash balances and cash provided from operations,
short-term liquidity requirements can be met using commercial paper funding.
International Paper currently holds short-term credit ratings from Standard &
Poors and Moody's Investors Services of A-2 and P-2, respectively. In the event
of a ratings downgrade, our ability to issue commercial paper under this program
would be substantially diminished. However, the commercial paper
27
<PAGE>
Management's Discussion and Analysis
program is also backed by committed revolving credit facilities in excess of $2
billion that could also be utilized for these purposes. In addition,
International Paper has the ability to issue up to $500 million of commercial
paper on a committed basis through an asset-backed accounts receivable
securitization program established in December 2001. At December 31, 2001, these
facilities were unused. Furthermore, at December 31, 2001, $2.9 billion of
contractually committed bank credit agreements were unused. International Paper
believes that these sources will be adequate to fund working capital
requirements in 2002.
International Paper has approximately $1.7 billion of debt scheduled for
repayment in 2002, including an $800 million bank term loan due in June 2002. We
anticipate using cash from operations, supplemented by existing cash balances
and proceeds from sales of businesses previously identified for divestiture, and
sales of non-strategic assets to repay maturing balances. Contractual
obligations for future payments under existing debt and lease commitments at
December 31, 2001 were as follows in millions:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
In millions 2002 2003 2004 2005 2006 Thereafter
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Long-term debt $ 957 $1,477 $2,035 $1,249 $617 $7,079
Lease obligations 169 147 129 113 93 286
------ ------ ------ ------ ---- ------
Total $1,126 $1,624 $2,164 $1,362 $710 $7,365
====== ====== ====== ====== ==== ======
</TABLE>
The majority of International Paper's debt is accessed through global public
capital markets where we have a wide base of investors.
OTHER FINANCIAL STATEMENT ITEMS
Net interest expense increased to $929 million in 2001 compared with $816
million in 2000 and $541 million in 1999. The increase was reflective of a full
year of debt in 2001 and half-year in 2000 related to the Champion acquisition.
Proceeds received from the sale of assets in 2001, 2000 and 1999, as well as
proceeds from the issuance of preferred securities, were used to reduce debt and
for other general corporate purposes.
Minority interest decreased to $147 million of expense in 2001, compared with
$238 million in 2000 and $163 million in 1999. The decrease was a reflection of
lower earnings and divestitures in 2001. The increase in minority interest
expense from 1999 to 2000 was mainly due to the minority shareholders' portion
of the gain on the sale of Carter Holt Harvey's investment in COPEC in January
2000.
Net periodic pension and postretirement plan income included in operating
results was as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
In millions 2001 2000 1999
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Pension income - U.S. plans (non-cash) $(141) $(101) $(49)
Pension expense - non-U.S. plans 19 24 16
Postretirement benefit cost - U.S. plans 56 45 31
----- ----- ----
Net Income $ (66) $ (32) $ (2)
===== ===== ====
</TABLE>
The increase was primarily due to the inclusion of the return on Champion
plan assets that were added to the plans after the acquisition date. Pension
income in 2002 is expected to decline by approximately $60 million with a
decrease in the expected long-term return on plan assets from 10% to 9.25%.
Actual rates of return earned on plan assets for each of the last 10 years
were:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Year Return Year Return
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
2001 (2.4)% 1996 13.3%
2000 (1.4)% 1995 19.9%
1999 21.4% 1994 0.7%
1998 10.0% 1993 11.8%
1997 17.2% 1992 5.6%
</TABLE>
At December 31, 2001, a prepaid pension cost asset of $1.6 billion related to
International Paper's U.S. qualified pension plans was included in Deferred
charges and other assets in the consolidated balance sheet. If the fair value of
plan assets ($6.5 billion at December 31, 2001) were to fall below the plans'
accumulated benefit obligation ($5.9 billion at December 31, 2001), this asset
would be charged off, net of taxes, directly to equity, resulting in a reduction
in equity of about $1 billion with no impact on earnings per share or cash. The
most significant variable that could cause this charge is actual return on plan
assets. In the event that this actual return was negative in 2002 and
International Paper chose to not make up the differential through cash
contributions, such a reduction could occur. This would not, however, result in
a violation of existing debt covenants.
CRITICAL ACCOUNTING POLICIES AND JUDGMENTAL MATTERS
Accounting policies whose application may have a significant effect on the
reported results of operations and financial position of International Paper,
and that can require judgments by management that affect their application,
include SFAS No. 5, "Accounting for Contingencies," SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for
28
<PAGE>
Long-Lived Assets to Be Disposed Of," and SFAS No. 87, "Employers' Accounting
for Pensions," as amended by SFAS No. 132, "Employers' Disclosures about
Pensions and Other Postretirement Benefits."
SFAS No. 5 requires management judgments regarding the probability and
estimated amount of possible future contingent liabilities, including legal and
environmental matters (see Note 11). SFAS No. 121 requires judgments regarding
future operating or disposition plans for marginally performing assets and
estimates of expected realizable values for assets to be sold (see Notes 6 and
7). The application of both of these policies has affected the amount and timing
of charges to operating results that have been significant in recent years. The
application of SFAS No. 87 requires judgments regarding certain actuarial
assumptions that affect the amounts recorded for estimated plan obligations and
related income and expense. The primary assumptions are the expected long-term
rate of return on plan assets, the rate of increase in future compensation costs
and the discount rate used to calculate the present value of the pension
obligation. These assumptions, discussed in Note 16, are evaluated annually by
management based on recommendations from our consulting actuary.
Other accounting policies that are significant to the Forest Products
industry include those relating to estimated charges for cost of timber
harvested (COTH), depreciation of plants, properties and equipment, and
inventory valuation. International Paper's policies for these matters, which are
described in Note 1, are in accordance with generally accepted accounting
principles. Management believes that their application results in a fair
presentation in the consolidated financial statements of International Paper's
annual operating results and financial position.
SPECIAL ITEMS INCLUDING RESTRUCTURING AND BUSINESS IMPROVEMENT ACTIONS
International Paper continually evaluates its operations for opportunities for
improvement. These evaluations are targeted to (a) focus our portfolio on our
core businesses of paper, packaging and forest products, (b) operate fewer
facilities with the same revenue capability, (c) reduce costs, and (d)
rationalize and realign capacity. Annually, operating plans are developed by
each of our businesses to ensure that they will achieve a return at least equal
to their cost of capital over an economic cycle. If it subsequently becomes
apparent that a facility's operating plan will not be achieved, a decision is
then made to either (a) shut down the facility and record the corresponding
charge, or (b) evaluate the expected recovery of the carrying value of the
facility to determine if an impairment of the asset value of the facility has
occurred under SFAS No. 121.
In recent years, this policy has led to the shutdown of a number of
facilities and the recording of significant asset impairment charges and
severance costs. As this profit improvement initiative is ongoing, it is
possible that significant additional charges and costs will be incurred in
future periods in our core businesses should such triggering events occur.
Special items reduced 2001 net earnings by $1.4 billion, 2000 net earnings
by $601 million and 1999 net earnings by $352 million.
2001: The following table and discussion presents the impact of special items
for 2001:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
In millions 2001
- -------------------------------------------------------------------------------------
Earnings (Loss) Earnings (Loss)
Before Income After Income
Taxes and Taxes and
Minority Interest Minority Interest
- -------------------------------------------------------------------------------------
<S> <C> <C>
Before special and extraordinary items
and cumulative effect of accounting change $ 506 $ 214
Merger-related expenses (42) (28)
Restructuring and other charges (892) (606)
Provision for legal reserves (225) (146)
Reversal of reserves no longer required 17 11
Net losses on sales and impairments of
businesses held for sale (Notes 5 and 7) (629) (587)
------- -------
After special items $(1,265) $(1,142)
======= =======
</TABLE>
During 2001, special charges before taxes and minority interest of $1.8
billion ($1.4 billion after taxes and minority interest) were recorded. These
special items included net losses on sales and impairments of businesses held
for sale of $629 million before taxes ($587 million after taxes) discussed in
Notes 5 and 7, a $42 million pre-tax charge ($28 million after taxes) for
merger-related expenses, an $892 million charge before taxes and minority
interest ($606 million after taxes and minority interest) for asset shutdowns of
excess internal capacity and cost reduction actions, a $225 million pre-tax
charge ($146 million after taxes) for additional Masonite legal reserves and a
$17 million pre-tax credit ($11 million after taxes) for the reversal of
reserves no longer required. A further discussion of the Masonite legal reserves
can be found in Note 11.
29
<PAGE>
Management's Discussion and Analysis
The merger-related expenses of $42 million consisted primarily of systems
integration, employee retention, travel, and other one-time cash costs related
to the Champion acquisition.
The $892 million charge for the asset shutdowns of excess internal capacity
and cost reduction actions consisted of a $171 million charge in the fourth
quarter of 2001, a $256 million charge in the third quarter of 2001 and a $465
million charge in the second quarter of 2001.
The fourth-quarter charge of $171 million consisted of $84 million of asset
write-downs and $87 million of severance and other charges. The third-quarter
charge of $256 million consisted of $183 million of asset write-downs and $73
million of severance and other charges.
The second-quarter charge of $465 million consisted of $240 million of
asset write-downs and $225 million of severance and other charges.
The $17 million reversal of reserves no longer required consisted of excess
1999, and 2000 second and fourth-quarter, restructuring reserves.
The following table presents a roll forward of the severance and other
costs included in the 2001 restructuring plans:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Severance
In millions and Other
- --------------------------------------------------------------------------------
<S> <C>
Opening Balance (second quarter 2001) $ 225
Additions (third quarter 2001) 73
Additions (fourth quarter 2001) 87
2001 Activity
Cash charges (131)
-----
Balance, December 31, 2001 $ 254
=====
</TABLE>
The severance charges recorded in the second, third and fourth quarters of
2001 related to 6,089 employees. As of December 31, 2001, 3,383 employees had
been terminated.
2000: The following table and discussion presents the impact of special items
for 2000:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
In millions 2000
- --------------------------------------------------------------------------------
Earnings (Loss) Earnings (Loss)
Before Income After Income
Taxes and Taxes and
Minority Interest Minority Interest
- --------------------------------------------------------------------------------
<S> <C> <C>
Before special and extraordinary items $1,692 $ 969
Merger-related expenses (54) (33)
Restructuring and other charges (824) (509)
Provision for legal reserves (125) (80)
Reversal of reserves no longer required 34 21
------ -----
After special items $ 723 $ 368
====== =====
</TABLE>
During 2000, special charges before taxes and minority interest of $969
million ($601 million after taxes and minority interest) were recorded. These
special items included a $54 million pre-tax charge ($33 million after taxes)
for merger-related expenses, an $824 million charge before taxes and minority
interest ($509 million after taxes and minority interest) for asset shutdowns of
excess internal capacity and cost reduction actions, a $125 million pre-tax
charge ($80 million after taxes) for additional Masonite legal reserves and a
$34 million pre-tax credit ($21 million after taxes) for the reversal of
reserves no longer required. A further discussion of the Masonite legal reserves
can be found in Note 11.
The merger-related expenses of $54 million consisted primarily of systems
integration, employee retention, travel, and other one-time cash costs related
to the Champion acquisition and Union Camp merger.
The $824 million charge for the asset shutdowns of excess internal capacity
and cost reduction actions consisted of a $753 million charge in the fourth
quarter of 2000 and a $71 million charge in the second quarter of 2000.
The fourth-quarter charge of $753 million consisted of $536 million of
asset write-downs and $217 million of severance and other charges. The
second-quarter charge of $71 million consisted of $40 million of asset
write-downs and $31 million of severance and other charges.
The $34 million reversal of reserves no longer required included a pre-tax
credit of $28 million for excess 1999 second and fourth-quarter restructuring
reserves and a pre-tax credit of $6 million for excess Union Camp merger-related
termination benefits reserves.
The following table presents a roll forward of the severance and other
costs included in the 2000 restructuring plans:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
In millions Severance
and Other
- --------------------------------------------------------------------------------
<S> <C>
Opening Balance (second quarter 2000) $ 31
Additions (fourth quarter 2000) 217
2000 Activity
Cash charges (19)
2001 Activity
Cash charges (148)
Reversal of reserves no longer required (14)
-----
Balance, December 31, 2001 $ 67
=====
</TABLE>
The severance charges recorded in the second and fourth quarters of 2000
related to 4,243 employees. As of December 31, 2001, 3,777 employees had been
terminated. Reserves of $14 million were determined to no longer be required and
reversed to income in the fourth quarter of 2001.
30
<PAGE>
1999: The following table and discussion presents the impact of special items
for 1999:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
In millions 1999
- ----------------------------------------------------------------------------------
Earnings (Loss) Earnings (Loss)
Before Income After Income
Taxes and Taxes and
Minority Interest Minority Interest
- ----------------------------------------------------------------------------------
<S> <C> <C>
Before special and extraordinary items $1,005 $551
Union Camp merger-related
termination benefits (148) (97)
Merger-related expenses (107) (78)
Restructuring and other charges (298) (180)
Environmental remediation charge (10) (6)
Provision for legal reserves (30) (18)
Reversal of reserves no longer required 36 27
------ ----
After special items $ 448 $199
====== ====
</TABLE>
During 1999, special charges before taxes and minority interest of $557
million ($352 million after taxes and minority interest) were recorded. These
special items included a $148 million pre-tax charge ($97 million after taxes)
for Union Camp merger-related termination benefits, a $107 million pre-tax
charge ($78 million after taxes) for merger-related expenses, a $298 million
pre-tax charge ($180 million after taxes and minority interest) for asset
shutdowns of excess internal capacity and cost reduction actions, a $10 million
pre-tax charge ($6 million after taxes) to increase existing environmental
remediation reserves related to certain former Union Camp facilities, a $30
million pre-tax charge ($18 million after taxes) to increase existing legal
reserves, and a $36 million pre-tax credit ($27 million after taxes) for the
reversal of reserves that were no longer required.
The Union Camp merger-related termination benefits charge of $148 million
related to employees terminating after the effective date of the merger under an
integration benefits program. Under this program, 1,218 employees of the
combined company were originally identified for termination. An additional 346
employees left the company after the merger was announced, but were not eligible
for benefits under the integration benefits program completed in the third
quarter of 2000. Benefits payable under this program for certain senior
executives and managers were paid from the general assets of International
Paper. Benefits for remaining employees were primarily paid from plan assets of
our qualified pension plan. In total, 1,062 employees were terminated. Related
cash payments approximated $71 million (including payments related to our
nonqualified pension plans). The remainder of the costs incurred primarily
represented an increase in the projected benefit obligation of our qualified
pension plan. Upon termination of the program in the third quarter of 2000, $6
million of the original reserve of $148 million was reversed to income.
The following table is a roll forward of the Union Camp merger-related
termination benefit charge:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Termination
Dollars in millions Benefits
- -------------------------------------------------------------------------------
<S> <C>
Special charge (1,218 employees) $ 148
1999 incurred costs (787 employees) (116)
2000 incurred costs ( 275 employees) (26)
Reversal of reserves no longer required (6)
-----
Balance, December 31, 2000 $ -
=====
</TABLE>
Note: Benefit costs are treated as incurred on the termination date of the
employee.
The merger-related expenses of $107 million consisted of $49 million of
merger costs and $58 million of post-merger expenses. The merger costs were
primarily investment banker, consulting, legal and accounting fees. Post-merger
integration expenses included costs related to employee retention, such as stay
bonuses, and other cash costs related to the integration of Union Camp.
The $298 million charge for asset shutdowns of excess internal capacity
consisted of a $185 million charge in the fourth quarter of 1999 and a $113
million charge in the second quarter of 1999.
The $185 million fourth-quarter charge for shutdowns of excess internal
capacity and cost reduction actions included $92 million of asset write-downs
and $93 million of severance and other charges. The second-quarter $113 million
charge for the asset shutdowns of excess internal capacity and cost reduction
actions included $57 million of asset write-downs and $56 million of severance
and other charges.
The $30 million pre-tax charge to increase existing legal reserves included
$25 million added to our reserve for hard-board siding claims. A further
discussion of this charge can be found in Note 11.
The $36 million pre-tax credit for reserves no longer required consisted of
$30 million related to a retained exposure at the Lancey mill in France and $6
million of excess severance reserves previously established by Union Camp.
31
<PAGE>
Management's Discussion and Analysis
The following table presents a roll forward of severance and other costs
included in the 1999 restructuring plans:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Severance
In millions and Other
- -------------------------------------------------------------------------------
<S> <C>
Opening Balance (second quarter 1999) $ 56
Additions (fourth quarter 1999) 93
1999 Activity
Cash charges (34)
2000 Activity
Cash charges (75)
Other charges (13)
Reversal of reserves no longer required (14)
2001 Activity
Cash charges (10)
Reversal of reserves no longer required (3)
----
Balance, December 31, 2001 $ -
====
</TABLE>
The severance reserves recorded in the second and fourth quarters of 1999
related to 3,163 employees. At December 31, 2001, all 3,163 employees had been
terminated. Reserves of $3 million and $14 million were determined to no longer
be required and reversed to income in the fourth quarter of 2001 and 2000,
respectively.
See Note 6 on pages 49 to 58 for a more detailed discussion of these
charges including the effects on the reporting segments.
INCOME TAXES
Before special and extraordinary items and cumulative effect of accounting
change, the 2001, 2000 and 1999 effective income tax rates were 28% of pre-tax
earnings. The effective income tax rates were less than the U.S. Federal
statutory tax rate primarily because of the geographic mix of taxable earnings
and the impact of state tax credits. After special items, the effective income
tax rate was 21%, 16% and 19% for 2001, 2000 and 1999, respectively. We estimate
that the 2002 effective income tax rate will be approximately 30% based on
expected earnings and business conditions, which are subject to change.
The following tables present the impact of the special items on the
effective income tax rate for the three years. Taxes on special charges were
provided at statutory rates except for those charges that represent tax
deductions that management does not believe will be realized.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
In millions 2001
- ----------------------------------------------------------------------------------------
Earnings (Loss)
Before Income
Income Taxes Tax Effective
and Minority Provision Tax
Interest (Benefit) Rate
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Before special and extraordinary
items and cumulative effect
of accounting change $ 506 $ 142 28%
Merger-related expenses (42) (14) 33%
Restructuring and other charges (892) (283) 32%
Provision for legal reserves (225) (79) 35%
Net losses on sales and impairments
of businesses held for sale (629) (42) 7%
Reversal of reserves no longer required 17 6 35%
------- -----
After special items $(1,265) $(270) 21%
======= =====
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
In millions 2000
- ----------------------------------------------------------------------------------------
Earnings (Loss)
Before Income
Income Taxes Tax Effective
and Minority Provision Tax
Interest (Benefit) Rate
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Before special and extraordinary items $1,692 $ 480 28%
Merger-related expenses (54) (21) 39%
Restructuring and other charges (824) (310) 38%
Provision for legal reserves (125) (45) 36%
Reversal of reserves no longer required 34 13 38%
------ -----
After special items $ 723 $ 117 16%
====== =====
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
In millions 1999
- ----------------------------------------------------------------------------------------
Earnings (Loss)
Before Income
Income Taxes Tax Effective
and Minority Provision Tax
Interest (Benefit) Rate
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Before special and extraordinary items $1,005 $ 281 28%
Union Camp merger-related
termination benefits (148) (51) 34%
Merger-related expenses (107) (29) 27%
Restructuring and other charges (298) (108) 36%
Environmental remediation charge (10) (4) 40%
Provision for legal reserves (30) (12) 40%
Reversal of reserves no longer required 36 9 25%
------ -----
After special items $ 448 $ 86 19%
====== =====
</TABLE>
32
<PAGE>
RECENT ACCOUNTING DEVELOPMENTS
Impairment and Disposal of Long-Lived Assets
In October 2001, the Financial Accounting Standards Board (FASB) issued SFAS No.
144, "Accounting for the Impairment of Long-Lived Assets." It is effective in
2002 on a prospective basis. It establishes a single accounting model for the
impairment of long-lived assets to be held and used or to be disposed of by sale
or abandonment and broadens the definition of discontinued operations.
International Paper believes that the adoption of SFAS No. 144 will not have a
material impact on its consolidated financial position or results of operations.
Asset Retirement Obligations
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations" which is effective in 2003. It requires the recording of an asset
and a liability equal to the present value of the estimated costs associated
with the retirement of long-lived assets where a legal or contractual obligation
exists. The asset is required to be depreciated over the life of the related
equipment or facility, and the liability accreted each year based on a present
value interest rate. International Paper has not yet evaluated the impact of
adopting SFAS No. 143 on its consolidated financial position or results of
operations.
Goodwill
In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." It changes the accounting for goodwill by eliminating goodwill
amortization beginning in 2002. It will also require at least an annual
assessment of goodwill for impairment. The initial test for impairment must be
completed by June 30, 2002, but any impairment charges would be reflected as an
accounting change recorded retroactively in the first quarter of 2002.
International Paper is currently evaluating the impact of adopting SFAS No. 142.
Goodwill amortization will no longer be an expense in 2002, thus increasing
earnings. Goodwill amortization in 2002 would have been approximately $185
million. International Paper has not completed the impairment testing and
therefore cannot quantify the statement's impact on its consolidated financial
statements. It is possible that some goodwill will be required to be written off
in 2002. Neither a write-off nor the cessation of goodwill amortization will
impact cash flows.
Business Combinations
In June 2001, the FASB issued SFAS No. 141, "Business Combinations." It requires
that all business combinations initiated after June 30, 2001 be accounted for
using the purchase method, eliminating the use of the pooling-of-interests
method. It also specifies that the purchase price must first be allocated to
specific tangible and intangible assets before determining any residual
goodwill.
Derivatives and Hedging
On January 1, 2001, International Paper adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," as amended by SFAS Nos. 137 and
138. The cumulative effect of adopting SFAS No. 133 was a $25 million charge to
net earnings before taxes and minority interest ($16 million after taxes and
minority interest), and a net decrease of $9 million after taxes to Accumulated
Other Comprehensive Income (Loss) (OCI). The charge to net earnings primarily
resulted from recording the fair value of certain interest rate swaps, which do
not qualify under the new rules for hedge accounting treatment. The decrease to
OCI primarily resulted from adjusting the foreign currency contracts used as
hedges of net investments in foreign operations to fair value.
LEGAL AND ENVIRONMENTAL ISSUES
International Paper is subject to extensive federal and state environmental
regulation as well as similar regulations in all other jurisdictions in which we
operate. Our continuing objectives are to: (1) control pollutants discharged
into the air, water and groundwater to avoid adverse impacts on the environment,
(2) make continual improvements in environmental performance, and (3) maintain
100% compliance with applicable laws and regulations. A total of $128 million
was spent in 2001 for capital projects to control environmental releases into
the air and water, and to assure environmentally sound management and disposal
of waste. We expect to spend approximately $82 million in 2002 for similar
capital projects, including the costs to comply with the Environmental
Protection Agency's (EPA) Cluster Rule regulations. Amounts to be spent for
environmental control projects in future years will depend on new laws and
regulations and changes in legal requirements and environmental concerns. Taking
these uncertainties into account, our preliminary estimate for additional
environmental appropriations during the year 2003 is approximately $138 million
and during the year 2004 is approximately $123 million.
33
<PAGE>
Management's Discussion and Analysis
On April 15, 1998, the EPA issued final Cluster Rule regulations that
established new requirements regarding air emissions and wastewater discharges
from pulp and paper mills to be met by 2006. The projected costs included in our
estimate related to the Cluster Rule regulations for the years 2002 through 2003
are $85 million. Included in this estimate are costs associated with combustion
source standards for the pulp and paper industry, which were issued by the EPA
on January 12, 2001. Total projected Cluster Rule costs for 2004 through 2006
are in the range of $175 million to $190 million. We estimate that annual
operating costs, excluding depreciation, will increase approximately $22 million
when these regulations are fully implemented.
Additional regulatory requirements that may affect future spending include
the EPA's requirements for states to assess current surface water loading from
industrial and area sources. This process, called Total Maximum Daily Load
(TMDL) allocation, could result in reduced allowable treated effluent discharges
from our manufacturing sites. To date there have been no significant impacts due
to the TMDL process, as the majority of our manufacturing sites operate at
levels significantly below allowable waste loadings.
In recent years, the EPA has undertaken significant air quality initiatives
associated with nitrogen oxide emissions, regional haze, and national ambient
air quality standards. When regulatory requirements for new and changing
standards are finalized, we will add any resulting future cost projections to
our expenditure forecast.
International Paper has been named as a potentially liable party in a
number of environmental remediation actions under various federal and state
laws, including the Comprehensive Environmental Response, Compensation and
Liability Act (CERCLA). Related costs are recorded in the financial statements
when they are probable and reasonably estimable. As of December 31, 2001, CERCLA
liabilities totaled approximately $55 million. In addition, other remediation
costs recorded in the financial statements are approximately $103 million.
Completion of these actions is not expected to have a material adverse effect on
our financial condition or results of operations. A discussion of CERCLA
proceedings can be found under "Other Environmental."
Masonite Litigation: Three nationwide class action lawsuits filed against
International Paper have been settled in recent years. In connection with one of
these lawsuits, International Paper commenced a lawsuit against certain
insurance carriers relating to their refusal to indemnify International Paper
and, in the case of one insurance carrier, also for its refusal to provide a
defense. See Note 11 for a detailed discussion of these matters.
Other Litigation: In March and April 2000, Champion and 10 members of its board
of directors were served with six lawsuits that have been filed in the Supreme
Court for the State of New York, New York County. Each of the suits purports to
be a class action filed on behalf of Champion shareholders and alleges that the
defendants breached their fiduciary duties in connection with the proposed
merger with UPM-Kymmene Corporation and the merger proposal from International
Paper. Champion has filed a motion to dismiss, which as of February 28, 2002 has
not been decided.
On May 14, 1999, and May 18, 1999, two lawsuits were filed in federal court
in the Eastern District of Pennsylvania against International Paper, the former
Union Camp Corporation and other manufacturers of linerboard. These suits allege
that the defendants conspired to fix prices for linerboard and corrugated sheets
during the period October 1, 1993, through November 30, 1995. These lawsuits
seek injunctive relief as well as treble damages and other costs associated with
the litigation. The cases have been consolidated. The plaintiffs in these
consolidated cases sought certification on behalf of both corrugated sheet
purchasers and corrugated container purchasers. On September 4, 2001, the
district court certified both classes. Defendants promptly filed a petition
appealing the certification order, which the Court of Appeals for the Third
Circuit, in its discretion, granted. The appeal is currently pending, with
briefing scheduled for the spring of 2002.
In 2000, purchasers of high-pressure laminates filed a number of purported
class actions under the federal antitrust laws alleging that International
Paper's Nevamar division (now Decorative Products division) participated in a
price-fixing conspiracy with competitors. These lawsuits seek injunctive relief
as well as treble damages and other costs associated with the litigation. These
cases have been consolidated in federal district court in New York. In 2000 and
2001, indirect purchasers of high-pressure laminates also filed similar
purported class action cases under various state antitrust and consumer
protection statutes in Arizona, California, Florida, Maine, Michigan, Minnesota,
New Mexico, New York, North Carolina, North Dakota, South Dakota, Tennessee,
West Virginia, Wisconsin and the District of Columbia. The case in New York
state court has been dismissed, while all of the other state cases, except for
California, have been stayed pending resolution of the federal cases. Discovery
in the federal cases is ongoing.
34
<PAGE>
Other Environmental: On December 30, 1999, Champion entered into a Consent Order
with the Florida Department of Environmental Protection relating to alleged
violations of the wastewater discharge permit at the Pensacola, Florida mill.
The Consent Order required Champion to take additional steps to control the
discharge of suspended solids, nutrients and oxygen-consuming material in the
mill's wastewater and to pay a civil penalty of $137,730. The Consent Order
became effective in April 2001, when an administrative challenge of the Consent
Order was resolved.
In April 1999, the Franklin, Virginia mill received a Notice of Violation
(NOV) from the EPA, Region 3 in Philadelphia, and an NOV from the Commonwealth
of Virginia alleging that the Mill violated the Prevention of Significant
Deterioration (PSD) regulations. The Franklin mill was owned by Union Camp at
the time of the alleged violations and was one of seven paper mills in Region 3
owned by different companies that received similar NOVs. On May 11, 2001, the
Commonwealth of Virginia informed International Paper that it does not intend to
pursue the allegations identified in the NOV, and we do not anticipate further
enforcement action from the EPA. The Franklin mill's NOVs were issued in
connection with the EPA's well-publicized PSD air permit enforcement initiative
against the paper industry. The EPA has also issued requests for information
related to air permit compliance to five other International Paper mills. These
administrative reviews are still pending.
On June 19, 2000, before International Paper completed the acquisition of
Champion, Champion entered into a Consent Order with the Maine Department of
Environment Protection that resolved allegations of past wastewater and
reporting deficiencies at Champion's lumber mills in Milford and Passadumkeag,
Maine. The U.S. EPA and the U.S. Attorney's Office in Maine commenced a grand
jury investigation of the same allegations. On August 15, 2001, the U.S.
Attorney's Office in Maine noticed International Paper that it would not
prosecute the matters earlier resolved with the Maine Department of
Environmental Protection.
As of February 28, 2002, there were no other pending judicial proceedings,
brought by government authorities against International Paper, for alleged
violations of applicable environmental laws or regulations. International Paper
is engaged in various other proceedings that arise under applicable
environmental and safety laws or regulations, including approximately 114 active
proceedings under 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 CERCLA, as a practical matter, liability for CERCLA cleanups is
allocated among the many potentially responsible parties. Based upon previous
experience with respect to the cleanup of hazardous substances and upon
presently available information, International Paper believes the potential
liability associated with all of the CERCLA proceedings is approximately $55
million.
International Paper is 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, we
believe that the outcome of any proceeding, lawsuit or claim that is pending or
threatened, or all of them combined, will not have a material adverse effect on
our consolidated financial position or results of operations.
IMPACT OF EURO
The introduction of the euro for noncash transactions took place on January 1,
1999, with 11 countries participating in the first wave: Austria, Belgium,
Finland, France, Germany, Ireland, Italy, Luxembourg, Netherlands, Portugal and
Spain. The euro has been trading on world currency exchanges since 1999 and is
used by our businesses in transactions. On January 2, 2002, new euro-denominated
bills and coins were issued and legacy currencies were withdrawn from
circulation. The introduction of the euro has increased price transparency for
our products and reduced the complexity and cost of managing our business.
Over the three-year transition period, our computer systems have been
updated to ensure euro compliance. Also, we have reviewed our marketing and
operational policies and procedures to ensure our ability to continue to
successfully conduct all aspects of our business in this new market. In general,
our product lines are likely to become somewhat more international, with some
leveling of prices that is not expected to significantly impact our operations.
Total costs in connection with the euro conversion have not been material.
Further, we do not anticipate that the conversion from the legacy currencies to
the euro will have a material adverse effect on our consolidated financial
position or results of operations.
EFFECT OF INFLATION
General inflation has had minimal impact on our operating results in the last
three years. Sales prices and volumes are more strongly influenced by supply and
demand factors in specific markets and by exchange rate fluctuations than by
inflationary factors.
35
<PAGE>
Management's Discussion and Analysis
MARKET RISK
We use financial instruments, including fixed and variable rate debt, to finance
operations, for capital spending programs and for general corporate purposes.
Additionally, financial instruments, including various derivative contracts, are
used to hedge exposures to interest rate, commodity and foreign currency risks.
We do not use financial instruments for trading purposes.
Our exposure to market risk for changes in interest rates relates primarily
to investments in marketable securities, and short- and long-term debt
obligations. We invest in investment grade securities of financial institutions
and industrial companies and limit exposure to any one issuer. Our investments
in marketable securities at December 31, 2001 were not significant. Our debt
obligations outstanding as of December 31, 2001, expressed in U.S. dollar
equivalents, are summarized as to their principal cash flows and related
weighted average interest rates by year of maturity in the following table.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
U.S. dollars in millions 2002 2003 2004 2005 2006 Thereafter Total Fair Value
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. commercial paper
and bank notes - 2.7%
average interest rate $ - $ - $ 100 $ - $ - $ - $ 100 $ 100
Chinese renminbi bank
notes - 5.8% average
interest rate - - 15 - - - 15 15
Euro fixed rate notes -
5 3/8% average
interest rate - - - - 225 - 225 225
Fixed rate debt - 6.8%
average interest rate 157 1,432 910 1,178 333 4,922 8,932 8,598
Medium term notes - 8.1%
average interest rate - 30 89 - 13 30 162 170
Environmental and
industrial development
bonds - 6.2% average
interest rate - 5 285 71 41 2,018 2,420 2,476
Floating rate notes -
2.9% average interest
rate 800 - 528 - - - 1,328 1,324
Other - 10 108 - 5 109 232 249
---- ------ ------ ------ ---- ------ ------- -------
Total Debt $957 $1,477 $2,035 $1,249 $617 $7,079 $13,414 $13,157
==== ====== ====== ====== ==== ====== ======= =======
</TABLE>
For debt obligations, the table above presents principal cash flows and
related weighted average interest rates by year of maturity. Variable interest
rates disclosed represent the weighted average rates at the end of the period.
For financial statement classification, $750 million of tenderable bonds,
commercial paper and bank notes, and current maturities of long-term debt have
been classified as long-term pursuant to line of credit agreements maturing
beyond 2002.
International Paper uses cross-currency and interest rate swap transactions
to manage the composition of our domestic and foreign, fixed and floating rate
debt portfolio. Some of our cross-currency swaps are used as hedges of certain
of our foreign net investments and others are used to hedge foreign debt. See
Note 14 for additional information. Our cross-currency and interest rate swap
agreements outstanding at December 31, 2001, expressed in U.S. dollar
equivalents, by year of maturity, are presented in the following table.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
U.S. dollars in millions 2002 2003 2004 2005 2006 Thereafter Total Fair Value
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. dollar variable to fixed rate swaps
Average pay rate 7.7% /Average receive rate 2.1% $ 45 $200 $300 $ - $150 $363 $1,058 $(141)
U.S. dollar fixed to variable rate swaps
Average pay rate 2.2%/Average receive rate 5.9% 45 550 700 650 300 500 2,745 145
U.S. dollar to New Zealand dollar cross-currency swaps 404 - - - - - 404 -
New Zealand dollar to Australian dollar cross-currency
swaps 150 - 254 - - - 404 32
U.S. dollar to European euro cross-currency swaps - 450 - - - - 450 3
</TABLE>
36
<PAGE>
International Paper transacts business in many currencies and is also subject
to currency exchange rate risk through investments and businesses owned and
operated in foreign countries. We address these risks through a risk management
program that involves financing a portion of our investments in overseas
operations with borrowings denominated in the same currency as the investment or
by entering into foreign currency exchange contracts, including forwards and
options. See Note 14 for additional information.
The following table presents information about our foreign currency forward
contracts outstanding as of December 31, 2001, expressed in U.S. dollar
equivalents. The contracts mature in 5 years or less.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------
Weighted Net
Average Unrealized
Contract Exchange Gain
U.S. dollars in millions Amount Rate (Loss)
- --------------------------------------------------------------------------
<S> <C> <C> <C>
Receive Canadian dollars/
Pay U.S. dollars $312 1.58 $ 4
Receive European euros/
Pay British pounds 114 1.60 -
Receive European euros/
Pay Polish zloty 45 0.26 (2)
Receive New Zealand dollars/
Pay Australian dollars 216 1.22 (2)
Receive New Zealand dollars/
Pay U.S. dollars 464 2.48 (2)
Receive U.S. dollars/
Pay European euros 112 0.89 (1)
Receive U.S. dollars/
Pay New Zealand dollars 400 0.42 4
Receive U.S. dollars/
Pay Swedish kronas 28 0.10 -
</TABLE>
Note: International Paper has an additional $82 million in a number of smaller
forward contracts to purchase or sell other currencies with a related net
immaterial unrealized gain.
Foreign currency option contracts outstanding at December 31, 2001 amounted
to approximately $150 million with a fair value of $5 million. The majority of
the contract terms are 12 months or less.
International Paper is exposed to changes in the price of commodities used in
its operations. Swap contracts are currently used to manage risks associated
with market fluctuations in energy prices, primarily natural gas. At December
31, 2001, the net fair value liability of such contracts was $29 million. The
potential loss in fair value resulting from a 10% adverse change in the
underlying commodity prices would be approximately $5 million. This amount
excludes the offsetting impact of the price risk inherent in the physical
purchase of the underlying commodities. See Note 14 for additional information.
FORWARD-LOOKING STATEMENTS
Certain statements in this 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 interest 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.
37
<PAGE>
Financial Information by Industry Segment and Geographic Area
For information about our industry segments, see the "Description of Industry
Segments" included in management's discussion and analysis of financial
condition and results of operations.
For management purposes, we report the operating performance of each business
based on earnings before interest and income taxes ("EBIT") excluding special
and extraordinary items and gains or losses on sales of businesses. Our Carter
Holt Harvey segment includes our share, about half, of their operating earnings
adjusted for U.S. generally accepted accounting principles. The remaining half
is included in the minority interest adjustment. Intersegment sales and
transfers are recorded at current market prices.
External Sales by Major Product is determined by aggregating sales from each
segment based on similar products or services. External sales are defined as
those that are made to parties outside International Paper's consolidated group
whereas sales by segment in the Net Sales table are determined by the management
approach and include intersegment sales.
Capital Spending by Industry Segment is reported on page 25 of management's
discussion and analysis of financial condition and results of operations.
INFORMATION BY INDUSTRY SEGMENT(a)
- --------------------------------------------------------------------------------
Net Sales
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
In millions 2001 2000 1999
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Printing Papers $ 7,815 $ 7,210 $ 5,215
Industrial and Consumer Packaging 6,280 6,625 6,020
Distribution 6,790 7,255 6,850
Forest Products 2,855 2,380 2,070
Carter Holt Harvey 1,710 1,675 1,605
Other Businesses(b) 2,325 4,230 4,245
Corporate and Intersegment Sales(c) (1,412) (1,195) (1,432)
------- ------- -------
Net Sales $26,363 $28,180 $24,573
======= ======= =======
Assets
<CAPTION>
- -------------------------------------------------------------------------------------------
In millions 2001 2000 1999
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Printing Papers $ 9,742 $10,580 $7,181
Industrial and Consumer Packaging 7,338 7,437 6,647
Distribution 1,662 1,986 1,893
Forest Products 5,106 6,610 2,662
Carter Holt Harvey(d) 3,295 3,141 4,183
Other Businesses(b) 657 2,579 4,143
Corporate 9,358 9,776 3,559
------- ------- -------
Assets $37,158 $42,109 $30,268
======= ======= =======
Operating Profit
<CAPTION>
- -------------------------------------------------------------------------------------------
In millions 2001 2000 1999
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Printing Papers $ 538 $ 930 $ 232
Industrial and Consumer Packaging 508 741 520
Distribution 21 120 105
Forest Products 655 564 653
Carter Holt Harvey(e) 13 71 39
Other Businesses(b) 52 233 259
Corporate(c) - 26 -
------- ------- -------
Operating Profit 1,787 2,685 1,808
Interest expense, net (929) (816) (541)
Minority interest adjustment(e) 17 108 74
Corporate items, net (369) (285) (336)
Merger integration costs (42) (54) (255)
Restructuring and other charges (1,117) (949) (338)
Reversals of reserves no longer required 17 34 36
Net losses on sales and impairments
of businesses held for sale (629) - -
------- ------- -------
Earnings Before Income Taxes,
Minority Interest, Extraordinary Items
and Cumulative Effect of
Accounting Change $(1,265) $ 723 $ 448
======= ======= =======
</TABLE>
38
<PAGE>
Restructuring and Other Charges
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
In millions 2001 2000 1999
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Printing Papers $ 185 $425 $ 48
Industrial and Consumer Packaging 534 255 87
Distribution 46 22 23
Forest Products 34 35 -
Carter Holt Harvey 10 10 27
Other Businesses (b) 8 69 113
Corporate 300 133 40
------ ---- ----
Restructuring and Other Charges $1,117 $949 $338
====== ==== ====
Depreciation and Amortization (f)
<CAPTION>
- --------------------------------------------------------------------------------
In millions 2001 2000 1999
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Printing Papers $ 716 $ 623 $ 506
Industrial and Consumer Packaging 424 447 421
Distribution 31 35 32
Forest Products 214 216 126
Carter Holt Harvey 194 177 201
Other Businesses (b) 39 224 255
Corporate 252 194 124
------ ------ ------
Depreciation and Amortization $1,870 $1,916 $1,665
====== ====== ======
External Sales by Major Product
<CAPTION>
- --------------------------------------------------------------------------------
In millions 2001 2000 1999
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Printing Papers $ 7,042 $ 7,169 $ 5,039
Industrial and Consumer Packaging 7,263 8,052 7,361
Distribution 6,961 7,275 6,926
Forest Products 4,297 4,243 3,759
Other (b,g) 800 1,441 1,488
------- ------- -------
Net Sales $26,363 $28,180 $24,573
======= ======= =======
</TABLE>
(a) Certain reclassifications and adjustments have been made to conform with
current presentation.
(b) Principally includes businesses identified in our divestiture program.
(c) Includes results from operations of Champion from date of acquisition, June
20, 2000 through June 30, 2000.
(d) Includes equity investments (in millions) of $29 in 2001, $16 in 2000 and
$876 in 1999.
(e) Includes equity earnings (in millions) of $1 in 2001, $11 in 2000 and $54
in 1999. Half of these equity earnings amounts are in the Carter Holt
Harvey segment and half are in the minority interest adjustment.
(f) Includes cost of timber harvested.
(g) Includes sales of products not included in our major product lines.
<TABLE>
<CAPTION>
INFORMATION BY GEOGRAPHIC AREA(a)
================================================================================
Net Sales (h)
- --------------------------------------------------------------------------------
In millions 2001 2000 1999
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
United States (i) $20,555 $22,131 $19,152
Europe (j) 2,630 3,353 3,257
Pacific Rim (j,k) 1,888 1,923 1,865
Americas, other than U.S. (m) 1,290 773 299
------- ------- -------
Net Sales $26,363 $28,180 $24,573
======= ======= =======
European Sales by Industry Segment
<CAPTION>
- --------------------------------------------------------------------------------
In millions 2001 2000 1999
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Printing Papers $1,110 $1,047 $ 979
Industrial and Consumer Packaging 694 709 723
Distribution 353 370 347
Other Businesses (b) 473 1,227 1,208
------ ------ ------
European Sales $2,630 $3,353 $3,257
====== ====== ======
Long-Lived Assets(l)
<CAPTION>
- --------------------------------------------------------------------------------
In millions 2001 2000 1999
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
United States (j) $13,472 $16,493 $12,325
Europe 1,179 1,217 1,888
Pacific Rim (k) 2,325 2,324 2,625
Americas, other than U.S. (m) 1,447 1,612 77
Corporate 235 452 387
------- ------- -------
Long-Lived Assets $18,658 $22,098 $17,302
======= ======= =======
</TABLE>
(h) Net sales are attributed to countries based on location of seller.
(i) Export sales to unaffiliated customers (in billions) were $1.3 in 2001,
$1.6 in 2000 and $1.5 in 1999.
(j) Decrease in 2001 primarily due to divestitures.
(k) Operations in New Zealand and Australia account for most of the Pacific Rim
amounts.
(l) Long-Lived Assets includes Forestlands and Plants, Properties and
Equipment, net.
(m) Increases in 2001 and 2000 reflect operations in Brazil and Canada acquired
with Champion.
39
<PAGE>
REPORT OF MANAGEMENT ON FINANCIAL STATEMENTS
The management of International Paper Company is responsible for the fair
presentation of the information contained in the financial statements in this
annual report. The statements are prepared in accordance with U.S. generally
accepted accounting principles and reflect management's best judgment as to our
financial position, results of operations and cash flows.
International Paper maintains a system of internal accounting controls
designed to provide reasonable assurance that transactions are properly recorded
and summarized so that reliable financial records and reports can be prepared
and assets safeguarded.
An important part of the internal controls system is our ethics program
which includes: our long-standing policy on Ethical Business Conduct, which
requires employees to maintain the highest ethical and legal standards in their
conduct of International Paper business; a toll-free telephone help line whereby
any employee may report suspected violations of law or International Paper's
policy; and an office of ethics and business practices. The internal controls
system further includes careful selection and training of supervisory and
management personnel, appropriate delegation of authority and division of
responsibility, dissemination of accounting and business policies throughout
International Paper, and an extensive program of internal audits with management
follow-up.
The independent public accountants provide an objective, independent review
of management's discharge of its responsibility for the fairness of our
financial statements. They review our internal accounting controls and conduct
tests of procedures and accounting records to enable them to form the opinion
set forth in their report.
The Board of Directors monitors management's administration of
International Paper's financial and accounting policies and practices, and the
preparation of these financial statements. The Audit and Finance Committee
(Committee), which consists of five non-employee directors, meets regularly with
representatives of management, the independent public accountants and the
Internal Auditor to review their activities. The Committee has reviewed and
discussed the consolidated financial statements for the year ended December 31,
2001 with management and the independent public accountants. The Committee's
report recommending the inclusion of such financial statements in this Annual
Report is set forth in our Proxy Statement.
The independent public accountants and the Internal Auditor both have free
access to the Committee and meet regularly with the Committee, with and without
management representatives in attendance.
/s/ John V. Faraci
John V. Faraci
Executive Vice President and Chief Financial Officer
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of International Paper Company:
We have audited the accompanying consolidated balance sheets of International
Paper Company (a New York corporation) and subsidiaries as of December 31, 2001
and 2000, and the related statements of earnings, common shareholders' equity
and cash flows for each of the three years ended December 31, 2001. These
financial statements are the responsibility of International Paper's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of International Paper Company
and subsidiaries as of December 31, 2001 and 2000, and the results of their
operations and their cash flows for each of the three years ended December 31,
2001 in conformity with accounting principles generally accepted in the United
States.
As explained in Notes 4 and 14 to the financial statements, effective
January 1, 2001, International Paper changed its method of accounting for
derivative instruments and hedging activities.
/s/ Arthur Anderson LLP
New York, N.Y.
February 12, 2002
40
<PAGE>
International Paper Consolidated Statement of Earnings
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
In millions, except per share amounts, for the years ended December 31 2001 2000 1999
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net Sales $26,363 $28,180 $24,573
------- ------- -------
Costs and Expenses
Cost of products sold 19,409 20,082 17,960
Selling and administrative expenses 2,279 2,283 2,083
Depreciation and amortization 1,870 1,916 1,665
Distribution expenses 1,105 1,104 1,098
Taxes other than payroll and income taxes 265 287 226
Equity earnings from investment in Scitex - - (5)
Merger integration costs 42 54 255
Restructuring and other charges 1,117 949 338
Net losses on sales and impairments of businesses held for sale 629 - -
------- ------- -------
Total Costs and Expenses 26,716 26,675 23,620
Reversals of reserves no longer required 17 34 36
------- ------- -------
Earnings (Loss) Before Interest, Income Taxes, Minority Interest,
Extraordinary Items and Cumulative Effect of Accounting Change (336) 1,539 989
Interest expense, net 929 816 541
------- ------- -------
Earnings (Loss) Before Income Taxes, Minority Interest, Extraordinary Items
and Cumulative Effect of Accounting Change (1,265) 723 448
Income tax provision (benefit) (270) 117 86
Minority interest expense, net of taxes 147 238 163
------- ------- -------
Earnings (Loss) Before Extraordinary Items and
Cumulative Effect of Accounting Change (1,142) 368 199
Net losses on sales and impairments of investments and
businesses held for sale, net of taxes and minority interest (46) (226) -
Loss on extinguishment of debt, net of taxes - - (16)
Cumulative effect of change in accounting for derivatives and
hedging activities, net of taxes and minority interest (16) - -
------- ------- -------
Net Earnings (Loss) $(1,204) $ 142 $ 183
======= ======= =======
Basic and Diluted Earnings Per Common Share
Earnings (loss) before extraordinary items and accounting change $ (2.37) $ 0.82 $ 0.48
Extraordinary items (0.10) (0.50) (0.04)
Cumulative effect of accounting change (0.03) - -
------- ------- -------
Net earnings (loss) $ (2.50) $ 0.32 $ 0.44
======= ======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
41
<PAGE>
Consolidated Balance Sheet International Paper
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
In millions at December 31 2001 2000
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Current Assets
Cash and temporary investments $ 1,224 $ 1,198
Accounts and notes receivable, less allowances of $179 in 2001 and $128 in 2000 2,650 3,456
Inventories 2,733 3,294
Assets of businesses held for sale 648 1,566
Other current assets 1,057 752
------- -------
Total Current Assets 8,312 10,266
------- -------
Plants, Properties and Equipment, net 14,461 16,132
Forestlands 4,197 5,966
Investments 239 269
Goodwill 6,543 6,310
Deferred Charges and Other Assets 3,406 3,166
------- -------
Total Assets $37,158 $42,109
======= =======
Liabilities and Common Shareholders' Equity
Current Liabilities
Notes payable and current maturities of long-term debt $ 957 $ 2,115
Accounts payable 1,719 2,145
Accrued payroll and benefits 423 518
Liabilities of businesses held for sale 215 475
Other accrued liabilities 2,060 2,133
------- -------
Total Current Liabilities 5,374 7,386
------- -------
Long-Term Debt 12,457 12,648
Deferred Income Taxes 3,977 4,699
Other Liabilities 1,980 2,182
Minority Interest 1,274 1,355
International Paper - Obligated Mandatorily Redeemable Preferred Securities
of Subsidiaries Holding International Paper Debentures - Note 8 1,805 1,805
Commitments and Contingent Liabilities - Note 11
Common Shareholders' Equity
Common stock, $1 par value, 2001 - 484.3 shares, 2000 - 484.2 shares 484 484
Paid-in capital 6,465 6,501
Retained earnings 4,622 6,308
Accumulated other comprehensive income (loss) (1,175) (1,142)
------- -------
10,396 12,151
Less: Common stock held in treasury, at cost, 2001 - 2.7 shares, 2000 - 2.7 shares 105 117
------- -------
Total Common Shareholders' Equity 10,291 12,034
------- -------
Total Liabilities and Common Shareholders' Equity $37,158 $42,109
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
42
<PAGE>
<TABLE>
<CAPTION>
International Paper Consolidated Statement of Cash Flows
- -------------------------------------------------------------------------------
In millions for the years ended December 31 2001 2000 1999
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Operating Activities
Net earnings (loss) $(1,204) $ 142 $ 183
Cumulative effect of accounting change 16 - -
Depreciation and amortization 1,870 1,916 1,665
Deferred income tax benefit (584) (323) (208)
Payments related to restructuring reserves,
legal reserves and merger integration costs (431) (291) (363)
Merger integration costs 42 54 255
Restructuring and other charges 1,117 949 338
Reversal of reserves no longer required (17) (34) (36)
Gains on sales of investments and businesses, net (16) (748) -
Loss on extinguishment of debt - - 26
Impairment losses on businesses held for sale 717 833 -
Other, net (76) 78 (100)
Changes in current assets and liabilities
Accounts and notes receivable 417 (59) (361)
Inventories 300 (143) (121)
Accounts payable (289) (147) 75
Accrued liabilities (56) 166 374
Other (92) 37 1
------- ------- -------
Cash Provided By Operations 1,714 2,430 1,728
------- ------- -------
Investment Activities
Invested in capital projects
Ongoing businesses (975) (1,194) (950)
Businesses sold and held for sale (74) (158) (189)
Mergers and acquisitions, net of cash acquired (150) (5,677) (54)
Proceeds from divestitures 1,552 2,116 119
Other 106 (1) (11)
------- ------- -------
Cash Provided By (Used For) Investment Activities 459 (4,914) (1,085)
------- ------- -------
Financing Activities
Issuance of common stock 25 25 246
Issuance of debt 2,889 6,328 1,023
Reduction of debt (4,268) (2,770) (1,563)
Change in bank overdrafts (171) 118 102
Dividends paid (482) (447) (418)
Other (91) 140 (96)
------- ------- -------
Cash (Used For) Provided By Financing Activities (2,098) 3,394 (706)
------- ------- -------
Effect of Exchange Rate Changes on Cash (49) (165) (17)
------- ------- -------
Change In Cash and Temporary Investments 26 745 (80)
Cash and Temporary Investments
Beginning of the year 1,198 453 533
------- ------- -------
End of the year $ 1,224 $ 1,198 $ 453
======= ======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
43
<PAGE>
Consolidated Statement of Common Shareholders' Equity International Paper
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Accumulated Total
Common Stock Issued Other Treasury Stock Common
In millions, except per ------------------- Paid-In Retained Comprehensive -------------- Shareholders'
share amounts in thousands Shares Amount Capital Earnings Income (Loss) Shares Amount Equity
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1999 413,185 $413 $3,896 $6,848 $ (395) 552 $ 24 $10,738
Issuance of stock for
various plans 1,399 2 182 - - (1,866) (87) 271
Repurchase of stock - - - - - 2,530 126 (126)
Cash dividends - Common
stock ($1.01 per share) - - - (418) - - - (418)
Comprehensive income (loss):
Net earnings - - - 183 - - - 183
Minimum pension liability
adjustment (less tax
expense of $1) - - - - 2 - - 2
Change in cumulative
foreign currency
translation adjustment
(less tax expense of $31) - - - - (346) - - (346)
-------
Total comprehensive loss (161)
------- ---- ------ ------ ------- ------ ---- -------
Balance, December 31, 1999 414,584 415 4,078 6,613 (739) 1,216 63 10,304
Issuance of stock for merger 68,706 69 2,360 - - - - 2,429
Issuance of stock for
various plans 870 - 63 - - (236) (12) 75
Repurchase of stock - - - - - 1,710 66 (66)
Cash dividends - Common
stock ($1.00 per share) - - - (447) - - - (447)
Comprehensive income (loss):
Net earnings - - - 142 - - - 142
Minimum pension liability
adjustment (less tax
benefit of $13) - - - - (23) - - (23)
Change in cumulative
foreign currency
translation adjustment
(less tax expense of $123) - - - - (380) - - (380)
-------
Total comprehensive loss (261)
------- ---- ------ ------ ------- ------ ---- -------
Balance, December 31, 2000 484,160 484 6,501 6,308 (1,142) 2,690 117 12,034
Issuance of stock for
various plans 121 - (36) - - (1,727) (76) 40
Repurchase of stock - - - - - 1,730 64 (64)
Cash dividends - Common
stock ($1.00 per share) - - - (482) - - - (482)
Comprehensive income (loss):
Net loss - - - (1,204) - - - (1,204)
Minimum pension liability
adjustment (less tax
benefit of $4) - - - - (6) - - (6)
Change in cumulative
foreign currency
translation adjustment
(less tax benefit of $23) - - - - 71 - - 71
Realized foreign currency
translation adjustments
related to businesses
sold (less tax
benefit of $36) - - - - (81) - - (81)
Net losses on cash flow
hedging derivatives - - - - (17) - - (17)
-------
Total comprehensive loss (1,237)
------- ---- ------ ------ ------- ------ ---- -------
Balance, December 31, 2001 484,281 $484 $6,465 $4,622 $(1,175) 2,693 $105 $10,291
======= ==== ====== ====== ======= ====== ==== =======
</TABLE>
The cumulative foreign currency translation adjustment (in millions) was
$(1,119), $(1,113) and $(733) at December 31, 2001, 2000 and 1999, respectively,
and is included as a component of accumulated other comprehensive income (loss).
The accompanying notes are an integral part of these financial statements.
44
<PAGE>
Notes to Consolidated Financial Statements
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
================================================================================
NATURE OF OUR BUSINESS
International Paper 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 U.S., 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. For a further discussion of our business, see
pages 18 through 37 of management's discussion and analysis of financial
condition and results of operations.
FINANCIAL STATEMENTS
The preparation of these financial statements in conformity with U.S. generally
accepted accounting principles requires the use of management's estimates. For a
further discussion of significant estimates and assumptions that affect the
reported amounts of assets and liabilities, results of operations, and
disclosure of contingent assets and liabilities, see the legal and environmental
issues section beginning on page 33. Actual future results could differ from
management's estimates. See pages 28, 29 and 37 for a description of factors
that could cause future results to differ from management's estimates.
On June 20, 2000, International Paper acquired Champion International
Corporation (Champion) in a transaction accounted for as a purchase. The
accompanying financial statements include Champion's results of operations from
the date of acquisition.
On April 30, 1999, International Paper completed the merger with Union Camp
Corporation (Union Camp) in a transaction accounted for as a
pooling-of-interests. The accompanying financial statements include the
financial position and results of operations for both Union Camp and
International Paper for all periods presented.
REVENUE RECOGNITION
Revenues are recognized when goods are shipped, except for export and timberland
sales. Export sales revenue is recognized at the point title passes, generally
at the destination port. Timberland sales revenue is recognized when title and
risk of loss pass to the buyer.
SHIPPING AND HANDLING COSTS
Shipping and handling costs, such as freight to our customers' destinations, are
included in distribution expenses in the consolidated statement of earnings.
These costs, when included in the sales price charged for our products, are
recognized in net sales.
CONSOLIDATION
The consolidated financial statements include the accounts of International
Paper and its subsidiaries. Minority interest represents minority shareholders'
proportionate share of the equity in several of our consolidated subsidiaries,
primarily Carter Holt Harvey Limited, Timberlands Capital Corp. II, Georgetown
Equipment Leasing Associates, L.P., Trout Creek Equipment Leasing, L.P. and,
prior to their sales in 2001 and 2000, respectively, Zanders Feinpapiere AG
(Zanders), and Bush Boake Allen. All significant intercompany balances and
transactions are eliminated.
Investments in affiliated companies are accounted for by the equity method,
including companies owned 20% to 50% and our 13% investment in Scitex
Corporation, Ltd. prior to its sale in 2000. International Paper's share of
affiliates' earnings is included in the consolidated statement of earnings.
TEMPORARY INVESTMENTS
Temporary investments with an original maturity of three months or less are
treated as cash equivalents and are stated at cost, which approximates market.
INVENTORIES
Inventory values include all costs directly associated with manufacturing
products: materials, labor and manufacturing overhead. These values are
presented at cost or market, if it is lower. In the U.S., costs of raw materials
and finished pulp and paper products are generally determined using the last-in,
first-out method. Other inventories are primarily stated using the first-in,
first-out or average cost method.
PLANTS, PROPERTIES AND EQUIPMENT
Plants, properties and equipment are stated at cost, less accumulated
depreciation. Expenditures for betterments are capitalized whereas normal
repairs and maintenance are expensed as incurred. For financial reporting
purposes, the units-of-production method of depreciation is used for major pulp
and paper mills and certain wood products facilities and the straight-line
method for other plants and equipment. Annual straight-line depreciation rates
are, for buildings,
45
<PAGE>
Notes to Consolidated Financial Statements
2 1/2% to 8 1/2%, and, for machinery and equipment, 5% to 33%. For tax purposes,
depreciation is computed using accelerated methods.
Interest costs related to the development of certain long-term assets are
capitalized and amortized over the related assets' estimated useful lives.
Capitalized net interest costs were $13 million in 2001, $25 million in 2000 and
$29 million in 1999. Interest payments made during 2001, 2000 and 1999 were $986
million, $816 million and $594 million, respectively. Total interest expense was
$1.1 billion in 2001, $938 million in 2000 and $611 million in 1999.
FORESTLANDS
At December 31, 2001, International Paper and its subsidiaries controlled about
10.4 million acres of forestlands in the U.S., 1.5 million acres in Brazil,
810,000 acres in New Zealand, and had, through licenses and forest management
agreements, harvesting rights on government-owned timberlands in Canada and
Russia. Forestlands include owned property as well as certain timber harvesting
rights with terms of one or more years, and are stated at cost, less cost of
timber harvested. Costs attributable to timber are charged against income as
trees are cut. The rate charged is determined annually based on the relationship
of incurred costs to estimated current volume. Cost of timber harvested is
included in depreciation and amortization in the consolidated statement of
earnings.
GOODWILL
Goodwill is amortized over its estimated period of benefit on a straight-line
basis, not to exceed 40 years. Accumulated amortization was $702 million and
$574 million at December 31, 2001 and 2000, respectively. Goodwill amortization
is included in depreciation and amortization in the consolidated statement of
earnings. Effective January 1, 2002, International Paper will adopt Statement of
Financial Accounting Standards (SFAS) No. 142, eliminating the periodic charge
to earnings for goodwill amortization for 2002 and future years. See Note 4 for
additional disclosures related to SFAS No. 142.
IMPAIRMENT OF LONG-LIVED ASSETS
Long-lived assets, including allocated goodwill, are reviewed for impairment
upon the occurrence of events or changes in circumstances that indicate that the
carrying value of the assets may not be recoverable, as measured by comparing
their net book value to the estimated future cash flows generated by their use.
Impaired assets are recorded at the lesser of their carrying value or fair
market value.
Enterprise-level goodwill is periodically reviewed for impairment by
comparing expected undiscounted cash flows to the carrying value of goodwill.
Enterprise-level goodwill would be written down to fair market value if it were
impaired.
STOCK-BASED COMPENSATION
Stock options and other stock-based compensation awards are accounted for using
the intrinsic value method prescribed by Accounting Principles Board Opinion
(APB) No. 25, "Accounting for Stock Issued to Employees," and related
interpretations.
ENVIRONMENTAL REMEDIATION COSTS
Costs associated with environmental remediation obligations are accrued when
such costs are probable and reasonably estimable. Such accruals are adjusted as
further information develops or circumstances change. Costs of future
expenditures for environmental remediation obligations are discounted to their
present value when the expected cash flows are reliably determinable.
TRANSLATION OF FINANCIAL STATEMENTS
Balance sheets of international operations are translated into U.S. dollars at
year-end exchange rates, while statements of earnings are translated at average
rates. Adjustments resulting from financial statement translations are included
as cumulative translation adjustments in Accumulated Other Comprehensive Income
(Loss). See Note 14 related to derivatives and hedging activities.
RECLASSIFICATIONS
Certain reclassifications have been made to prior-year amounts to conform with
the current year presentation.
NOTE 2 EARNINGS PER COMMON SHARE
================================================================================
Earnings per common share before extraordinary items and cumulative effect of
accounting change are computed by dividing earnings before extraordinary items
and cumulative effect of accounting change by the weighted average number of
common shares outstanding. Earnings per common share before extraordinary items
and cumulative effect of accounting
46
<PAGE>
change, assuming dilution, are computed assuming that all potentially dilutive
securities were converted into common shares at the beginning of each year. A
reconciliation of the amounts included in the computation of earnings per common
share before extraordinary items and cumulative effect of accounting change, and
earnings per common share before extraordinary items and cumulative effect of
accounting change, assuming dilution, is as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
In millions, except per share amounts 2001 2000 1999
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Earnings (loss) before extraordinary items and
cumulative effect of accounting change $(1,142) $ 368 $ 199
Effect of dilutive securities - - -
------- ------ ------
Earnings (loss) before extraordinary items and
cumulative effect of accounting change -
assuming dilution $(1,142) $ 368 $ 199
======= ====== ======
Average common shares outstanding 482.6 449.6 413.0
Effect of dilutive securities
Long-term incentive plan deferred compensation (1.0) - -
Stock options - 0.4 3.1
------- ------ ------
Average common shares outstanding - assuming
dilution 481.6 450.0 416.1
======= ====== ======
Earnings (loss) per common share before
extraordinary items and cumulative
effect of accounting change $ (2.37) $ 0.82 $ 0.48
======= ====== ======
Earnings (loss) per common share before
extraordinary items and cumulative effect of
accounting change - assuming dilution $ (2.37) $ 0.82 $ 0.48
======= ====== ======
</TABLE>
Note: If an amount does not appear in the above table, the security was
antidilutive for the period presented.
NOTE 3 INDUSTRY SEGMENT INFORMATION
================================================================================
Financial information by industry segment and geographic area for 2001, 2000 and
1999 is presented on pages 38 and 39.
NOTE 4 RECENT ACCOUNTING DEVELOPMENTS
================================================================================
IMPAIRMENT AND DISPOSAL OF LONG-LIVED ASSETS
In October 2001, the Financial Accounting Standards Board (FASB) issued SFAS No.
144, "Accounting for the Impairment of Long-Lived Assets." It is effective in
2002 on a prospective basis. It establishes a single accounting model for the
impairment of long-lived assets to be held and used or to be disposed of by sale
or abandonment and broadens the definition of discontinued operations.
International Paper believes that the adoption of SFAS No. 144 will not have a
material impact on its consolidated financial position or results of operations.
ASSET RETIREMENT OBLIGATIONS
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations" which is effective in 2003. It requires the recording of an asset
and a liability equal to the present value of the estimated costs associated
with the retirement of long-lived assets where a legal or contractual obligation
exists. The asset is required to be depreciated over the life of the related
equipment or facility, and the liability accreted each year based on a present
value interest rate. International Paper has not yet evaluated the impact of
adopting SFAS No. 143 on its consolidated financial position or results of
operations.
GOODWILL
In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." It changes the accounting for goodwill by eliminating goodwill
amortization beginning in 2002. It will also require at least an annual
assessment of goodwill for impairment. The initial test for impairment must be
completed by June 30, 2002, but any impairment charges would be reflected as an
accounting change recorded retroactively in the first quarter of 2002.
International Paper is currently evaluating the impact of adopting SFAS No. 142.
Goodwill amortization will no longer be an expense in 2002, thus increasing
earnings. Goodwill amortization in 2002 would have been approximately $185
million. International Paper has not completed the impairment testing and
therefore cannot quantify the statement's impact on its consolidated financial
statements. It is possible that some goodwill will be required to be written off
in 2002. Neither a write-off nor the cessation of goodwill amortization will
impact cash flows.
BUSINESS COMBINATIONS
In June 2001, the FASB issued SFAS No. 141, "Business Combinations." It requires
that all business combinations initiated after June 30, 2001 be accounted for
using the purchase method, eliminating the use of the pooling-of-interests
method. It also specifies that the purchase price must first be allocated to
specific tangible and intangible assets before determining any residual
goodwill.
47
<PAGE>
Notes to Consolidated Financial Statements
DERIVATIVES AND HEDGING
On January 1, 2001, International Paper adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," as amended by SFAS Nos. 137 and
138. The cumulative effect of adopting SFAS No. 133 was a $25 million charge to
net earnings before taxes and minority interest ($16 million after taxes and
minority interest), and a net decrease of $9 million after taxes to Accumulated
Other Comprehensive Income (Loss) (OCI). The charge to net earnings primarily
resulted from recording the fair value of certain interest rate swaps, which do
not qualify under the new rules for hedge accounting treatment. The decrease to
OCI primarily resulted from adjusting the foreign currency contracts used as
hedges of net investments in foreign operations to fair value.
NOTE 5 MERGERS, ACQUISITIONS AND DIVESTITURES
================================================================================
MERGERS AND ACQUISITIONS
In April 2001, Carter Holt Harvey acquired Norske Skog's Tasman Kraft pulp
manufacturing business for $130 million in cash.
In June 2000, International Paper completed the acquisition of Champion, a
leading manufacturer of paper for business communications, commercial printing
and publications with significant market pulp, plywood and lumber manufacturing
operations. Champion shareholders received $50 in cash per share and $25 worth
of International Paper common stock for each Champion share. Champion shares
were acquired for approximately $5 billion in cash and 68.7 million shares of
International Paper common stock with a fair market value of $2.4 billion.
Approximately $2.8 billion of Champion debt was assumed.
In April 2000, Carter Holt Harvey purchased CSR Limited's medium density
fiberboard and particleboard businesses and its Oberon sawmill for approximately
$200 million in cash.
In March 2000, International Paper acquired Shorewood Packaging
Corporation, a leader in the manufacture of premium retail packaging, for
approximately $640 million in cash and the assumption of $280 million of debt.
The merger with Union Camp was completed on April 30, 1999. Union Camp
shareholders received 1.4852 International Paper common shares for each Union
Camp share held. The total value of the transaction, including the assumption of
debt, was approximately $7.9 billion. International Paper issued 110 million
shares for 74 million Union Camp shares, including options. The merger was
accounted for as a pooling-of-interests.
Also in April 1999, Carter Holt Harvey acquired the corrugated packaging
business of Stone Australia, a subsidiary of Smurfit-Stone Container
Corporation. The business consists of two sites in Melbourne and Sydney, which
serve industrial and primary produce customers.
All of the above acquisitions were accounted for using the purchase method,
with the exception of the Union Camp acquisition, which was accounted for as a
pooling-of-interests. The operating results of those mergers and acquisitions
accounted for under the purchase method have been included in the consolidated
statement of earnings from the dates of acquisition.
In March 2001, International Paper and Carter Holt Harvey acquired a
combined 37.5 % interest in International Paper Pacific Millennium Limited for
approximately $34 million. This investment is accounted for under the equity
method and is included in Investments in the accompanying consolidated balance
sheet.
DIVESTITURES
In 2000, International Paper announced a divestment program following the
Champion acquisition and the completion of a strategic analysis to focus on
International Paper's core businesses. Through December 31, 2001, approximately
$2.7 billion has been realized under the program, including cash and notes
received plus debt assumed by the buyers.
Cash Transactions
In October 2001, International Paper sold its Mobile, Alabama Retail Packaging
facility to Ampac, resulting in a pre-tax loss of $9 million.
In September 2001, International Paper sold Masonite Corporation (Masonite)
to Premdor Inc. of Toronto, Canada for approximately $300 million in cash and a
note receivable with a face value of $113 million, resulting in a pre-tax loss
of $87 million.
In August 2001, International Paper sold its Flexible Packaging business to
Exo-Tech Packaging, LLC, a company sponsored by the Sterling Group, L.P., for
approximately $85 million in cash and a $25 million note, resulting in a pre-tax
loss of $31 million.
In July 2001, International Paper sold its Curtis/Palmer hydroelectric
generating project in Corinth, New York to TransCanada Pipelines Limited for
approximately $285 million, resulting in a pre-tax gain of $215 million.
The net pre-tax gain of $88 million ($24 million after taxes) resulting
from the above transactions is netted with impairment charges of $717 million
(see Note 7) in Net losses on sales and impairments of businesses held for sale
in the accompanying consolidated statement of earnings.
48
<PAGE>
In January 2001, International Paper also completed the sale of its
interest in Zanders, a European coated paper business, to M-Real (formerly Metsa
Serla) for approximately $120 million and the assumption of $80 million of debt.
This transaction resulted in an extraordinary loss of $245 million after taxes
and minority interest, which was recorded in the third quarter of 2000 when the
decision was made to sell this business.
In November 2000, International Paper sold its interest in Bush Boake
Allen, a majority-owned subsidiary, for $640 million, resulting in an
extraordinary gain of $183 million after taxes and minority interest. Carter
Holt Harvey also sold its Plastics division in November, which resulted in an
extraordinary loss of $2 million after taxes and minority interest.
In January 2000, International Paper sold its equity interest in Scitex for
$79 million, and Carter Holt Harvey sold its equity interest in Compania de
Petroleos de Chile (COPEC) for just over $1.2 billion. These sales resulted in a
combined extraordinary gain of $134 million after taxes and minority interest.
The gains on the sales in 2000 and the impairments of Zanders, Masonite,
Fine Papers, the Chemical Cellulose Pulp business and the Flexible Packaging
business in Argentina were recorded in the accompanying consolidated statement
of earnings as extraordinary items pursuant to the pooling-of-interests rules.
See Note 7 for additional information related to these divestitures.
Structured Transactions - Right of Offset
In March 2001, International Paper sold approximately 265,000 acres of
forestlands in the state of Washington for notes receivable (the Notes) that had
a value of approximately $480 million on the date of sale. The Notes, which do
not require principal payments prior to their March 2011 maturity, are
extendable at International Paper's option in five-year increments to March
2031, and are supported by irrevocable letters of credit obtained by the buyer
and issued by a money-center bank. The sale resulted in no profit or loss as the
timberlands, which were acquired in the Champion acquisition, had a carrying
value equal to fair value on the date of sale.
During 2001, International Paper transferred the Notes to an unconsolidated
entity that it does not control in exchange for a preferred interest in the
entity valued at approximately $480 million, and accounted for this transfer as
a sale of the Notes for financial reporting purposes with no associated gain or
loss. Also during 2001, the entity acquired approximately $561 million of other
International Paper debt obligations for cash. At December 31, 2001,
International Paper has offset, for financial reporting purposes, the $480
million preferred interest in the entity against $480 million of International
Paper debt obligations held by the entity since International Paper has, and
intends to effect, a legal right to net settle these two amounts.
In January 2001, International Paper sold its oil and gas properties and
fee mineral and royalty interests valued at $234 million to an unconsolidated
partnership for a non-controlling preferred limited partnership interest, and
recognized an extraordinary loss on this transfer of $8 million after taxes,
which is included as an extraordinary item in the accompanying consolidated
statement of earnings. Also in 2001, the unconsolidated partnership loaned $244
million to International Paper. At December 31, 2001, International Paper has
offset, for financial reporting purposes, its preferred interest in the
partnership against the note payable to the partnership since International
Paper has, and intends to effect, a legal right to net settle these two amounts.
NOTE 6 SPECIAL ITEMS INCLUDING RESTRUCTURING AND BUSINESS IMPROVEMENT ACTIONS
================================================================================
2001: Special items reduced 2001 net earnings by $1.4 billion, 2000 net earnings
by $601 million and 1999 net earnings by $352 million. The following table and
discussion presents the impact of special items for 2001:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
In millions 2001
- --------------------------------------------------------------------------------
Earnings
(Loss)
Earnings (Loss) After Income
Before Income Taxes and
Taxes and Minority
Minority Interest Interest
- --------------------------------------------------------------------------------
<S> <C> <C>
Before special and extraordinary items
and cumulative effect of
accounting change $ 506 $ 214
Merger-related expenses (42) (28)
Restructuring and other charges (892) (606)
Provision for legal reserves (225) (146)
Reversal of reserves no longer required 17 11
Net losses on sales and impairments of
businesses held for sale (Notes 5 and 7) (629) (587)
------- -------
After special items $(1,265) $(1,142)
======= =======
</TABLE>
During 2001, special charges before taxes and minority interest of $1.8
billion ($1.4 billion after taxes and minority interest) were recorded. These
special items included net losses on sales and impairments of businesses held
for sale of $629 million before taxes ($587 million after taxes) discussed in
Notes 5 and 7, a $42 million pre-tax charge ($28 million after taxes) for
merger-related expenses, an $892 million charge before taxes and minority
interest ($606 million after taxes and minority interest) for asset shutdowns of
excess internal capacity and cost reduction actions, a $225 million pre-tax
charge ($146 million after taxes) for additional Masonite legal reserves and a
$17 million pre-tax credit ($11 million after taxes) for the reversal of
reserves no longer
49
<PAGE>
Notes to Consolidated Financial Statements
required. A further discussion of the Masonite legal reserves can be found in
Note 11.
The merger-related expenses of $42 million consisted primarily of systems
integration, employee retention, travel, and other one-time cash costs related
to the Champion acquisition.
The $17 million reversal of reserves no longer required represents excess
1999, and 2000 second and fourth-quarter, restructuring reserves.
The $892 million charge for the asset shutdowns of excess internal capacity
and cost reduction actions consisted of a $171 million charge in the fourth
quarter of 2001, a $256 million charge in the third quarter of 2001 and a $465
million charge in the second quarter of 2001.
The fourth-quarter charge of $171 million consisted of $84 million of asset
write-downs and $87 million of severance and other charges. The following table
and discussion presents additional detail related to this charge:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Asset Severance
In millions Write-downs and Other Total
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Printing Papers (a) $ - $18 $ 18
Consumer Packaging (b) 29 21 50
Industrial Packaging (c) 41 25 66
Forest Products (d) 12 9 21
Distribution (e) 2 14 16
--- --- ----
$84 $87 $171
=== === ====
</TABLE>
(a) The Printing Papers business recorded a fourth-quarter charge of $10
million to cover severance costs related to the reorganization of its
Riegelwood, North Carolina mill, and an $8 million charge to cover
additional severance costs related to the Erie, Pennsylvania mill shutdown.
The total charge covers the termination of 108 employees.
(b) The Consumer Packaging business implemented a plan to reduce excess
internal capacity and improve profitability across its domestic converting
business. The plan includes $29 million for plant and production line
shutdowns, severance of $12 million to cover the termination of 593
employees, and other cash costs of $9 million.
(c) The Industrial Packaging business announced the shutdown of the Oswego, New
York containerboard mill as part of ongoing optimization efforts. Charges
associated with this shutdown included $17 million to write down assets to
salvage value, $7 million of severance costs covering the termination of
102 employees, and other exit costs of $2 million. The Oswego mill had
revenues of $39 million, $44 million and $37 million in 2001, 2000 and
1999, respectively. This mill had operating earnings of $8 million, $10
million and $6 million in 2001, 2000 and 1999, respectively.
Management also approved a plan to reconfigure facility assets at the
Savannah, Georgia mill. This was the second phase in the mill's
rationalization program involving the shutdown of several boilers and
washers. Charges associated with the Savannah plan included $14 million of
asset write-downs to salvage value, $11 million of severance costs covering
the termination of 150 employees, and other cash costs of $1 million.
The Industrial Packaging charge also included $4 million of additional
asset write-offs at the previously shut down Gardiner, Oregon mill, a $4
million charge to cover demolition costs at the Durham Paper mill in
Rieglesville, Pennsylvania, a $3 million asset write-off related to the
announced shutdown of the Jackson, Mississippi sheet plant, and a $3
million write-off of deferred software costs related to the discontinued
implementation of a Union Camp order management system.
(d) The Forest Products business approved a plan to shut down the Morton,
Mississippi lumber mill. Charges associated with the shutdown included $12
million of asset write-downs to salvage value, $3 million of severance
costs covering the termination of 185 employees, and $6 million of other
exit costs. The Morton mill had sales of $35 million, $38 million and $51
million in 2001, 2000 and 1999, respectively, and operating losses of $4
million and $3 million in 2001 and 2000, respectively, and operating income
of $3 million in 1999.
(e) xpedx implemented a plan to consolidate duplicate facilities and eliminate
excess internal capacity. Charges associated with this plan included $2
million of asset write-downs, $11 million of severance costs covering the
termination of 325 employees, and other cash costs of $3 million.
The third-quarter charge of $256 million consisted of $183 million of asset
write-downs and $73 million of severance and other charges. The following table
and discussion presents additional detail related to this charge:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Asset Severance
In millions Write-downs and Other Total
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Printing Papers (a) $ 92 $43 $135
Consumer Packaging (b) 89 27 116
Distribution (c) 2 3 5
---- --- ----
$183 $73 $256
==== === ====
</TABLE>
(a) The Printing Papers business approved a plan to shut down the Erie,
Pennsylvania mill due to excess capacity in pulp and paper and
non-competitive cost of operations. Charges associated with the Erie
shutdown included $92 million to write the assets down to their estimated
50
<PAGE>
salvage value, $24 million of severance costs covering the termination of
797 employees, and other cash costs of $19 million. The mill had revenues
of $167 million, $206 million and $193 million in 2001, 2000 and 1999,
respectively. The mill had an operating loss of $33 million in 2001,
operating income of $3 million in 2000 and an operating loss of $20 million
in 1999. At December 31, 2001, 183 employees had been terminated.
(b) The Consumer Packaging business implemented a plan to exit the Aseptic
Packaging business. The plan includes the shutdown or sale of various
Aseptic Packaging facilities. Included in this charge are $89 million to
write the assets down to their estimated realizable value of $35 million,
$15 million of severance costs covering the termination of 300 employees,
and $12 million of other cash costs. At December 31, 2001, 105 employees
had been terminated.
(c) xpedx approved the shutdown of its Nationwide Kansas City, Missouri
distribution center to eliminate excess internal capacity. The xpedx
Olathe, Kansas facility will continue to service Kansas City and outlying
cities in the states of Missouri and Kansas. Charges associated with the
shutdown included $2 million of asset write-downs, $2 million of severance
costs covering the termination of 79 employees, and other cash costs of $1
million. At December 31, 2001, 4 employees had been terminated.
The second-quarter charge of $465 million consisted of $240 million of asset
write-downs and $225 million of severance and other charges. The following table
and discussion presents additional detail related to this charge:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Asset Severance
In millions Write-downs and Other Total
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Printing Papers (a) $ 9 $ 23 $ 32
Consumer Packaging (b) 151 69 220
Industrial Packaging (c) 62 20 82
Industrial Papers (d) 3 5 8
Forest Products (e) 1 12 13
Distribution (f) 4 21 25
Carter Holt Harvey (g) 10 - 10
Administrative Support Groups (h) - 75 75
---- ---- ----
$240 $225 $465
==== ==== ====
</TABLE>
(a) The Printing Papers business shut down the Hudson River mill No. 3 paper
machine located in Corinth, New York due to excess internal capacity. The
machine was written down by $9 million to its estimated fair value of zero.
A severance charge of $10 million was recorded to cover the termination of
208 employees. At December 31, 2001, 207 employees had been terminated.
Also, the Printing Papers business implemented a plan to streamline and
realign administrative functions at several of its locations. Charges
associated with this plan included $6 million of severance costs covering
the termination of 82 employees, and other cash costs of $7 million. At
December 31, 2001, all 82 employees had been terminated.
(b) In June 2001, the Consumer Packaging business shut down the Moss Point,
Mississippi mill and announced the shutdown of its Clinton, Iowa facility
due to excess internal capacity. Charges associated with the Moss Point
shutdown included $138 million to write the assets down to their estimated
salvage value, $21 million of severance costs covering the termination of
363 employees, and other cash costs of $20 million. The Moss Point mill had
revenues of $37 million, $127 million and $162 million in 2001, 2000 and
1999, respectively. The mill had an operating loss of $11 million in 2001,
and operating earnings of $4 million and zero in 2000 and 1999,
respectively. At December 31, 2001, 360 employees had been terminated.
Charges associated with the Clinton shutdown included $7 million to write
the assets down to their estimated salvage value, $7 million of severance
costs covering the termination of 327 employees, and other cash costs of $3
million. The Clinton facility had revenues of $51 million, $100 million and
$105 million in 2001, 2000 and 1999, respectively. The facility had no
operating income in 2001, an operating loss of $1 million in 2000 and
operating income of $1 million in 1999. At December 31, 2001, 302 employees
had been terminated. Additionally, the Consumer Packaging business
implemented a plan to reduce excess internal capacity and streamline
administrative functions at several of its locations. Charges associated
with this plan included $6 million of asset write-downs, $15 million of
severance costs covering the termination of 402 employees, and other cash
costs of $3 million. At December 31, 2001, 390 employees had been
terminated.
(c) The Industrial Packaging business shut down the Savannah, Georgia mill No.
2, No. 4 and No. 6 paper machines due to excess internal capacity. The
machines were written down by $62 million to their estimated fair value of
zero, with severance charges of $11 million also recorded to cover the
termination of 290 employees. At December 31, 2001, all 290 employees had
been terminated. Also, Industrial Packaging implemented a plan to
streamline and realign administrative functions at several of its
locations, resulting in a severance charge of $9 million covering the
termination of 146 employees. At December 31, 2001, all 146 employees had
been terminated.
(d) Industrial Papers implemented a plan to reduce excess
51
<PAGE>
Notes to Consolidated Financial Statements
internal capacity and streamline administrative functions at several of its
locations. Charges associated with this plan included asset write-downs of
$3 million and severance costs of $5 million covering the termination of
123 employees. At December 31, 2001, 105 employees had been terminated.
(e) The Forest Products business charge of $13 million reflects the
reorganization of its regional operating structure and streamlining of
administrative functions. The charge included $1 million of asset
write-downs, $9 million of severance costs covering the termination of 130
employees, and other cash costs of $3 million. At December 31, 2001, all
130 employees had been terminated.
(f) xpedx implemented a plan to consolidate duplicate facilities and eliminate
excess internal capacity. Charges associated with this plan included $4
million of asset write-downs, $14 million of severance costs covering the
termination of 394 employees, and other cash costs of $7 million. At
December 31, 2001, 291 employees had been terminated.
(g) The Carter Holt Harvey charge of $10 million was recorded to write down
the assets of its Mataura mill to their estimated fair value of zero as a
result of the decision to permanently shut down this facility, which had
previously been indefinitely idled.
(h) During the second quarter of 2001, International Paper implemented a cost
reduction program to realign its administrative functions across all
business and staff support groups. As a result, a $75 million severance
charge was recorded covering the termination of 985 employees. At December
31, 2001, 788 employees had been terminated.
The following table presents a roll forward of the severance and other costs
included in the 2001 restructuring plans:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Severance
In millions and Other
- --------------------------------------------------------------------------------
<S> <C>
Opening Balance (second quarter 2001) $225
Additions (third quarter 2001) 73
Additions (fourth quarter 2001) 87
2001 Activity
Cash charges (131)
----
Balance, December 31, 2001 $254
====
</TABLE>
The severance charges recorded in the second, third and fourth quarters of
2001 related to 6,089 employees. As of December 31, 2001, 3,383 employees had
been terminated.
2000: The following table and discussion presents the impact of special items
for 2000:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
In millions 2000
- --------------------------------------------------------------------------------
Earning (Loss) Earnings (Loss)
Before Income After Income
Taxes and Taxes and
Minority Interest Minority Interest
- --------------------------------------------------------------------------------
<S> <C> <C>
Before special and extraordinary items $1,692 $ 969
Merger-related expenses (54) (33)
Restructuring and other charges (824) (509)
Provision for legal reserves (125) (80)
Reversal of reserves no longer required 34 21
------ -----
After special items $ 723 $ 368
====== =====
</TABLE>
During 2000, special charges before taxes and minority interest of $969
million ($601 million after taxes and minority interest) were recorded. These
special items included a $54 million pre-tax charge ($33 million after taxes)
for merger-related expenses, an $824 million charge before taxes and minority
interest ($509 million after taxes and minority interest) for asset shutdowns of
excess internal capacity and cost reduction actions, a $125 million pre-tax
charge ($80 million after taxes) for additional Masonite legal reserves and a
$34 million pre-tax credit ($21 million after taxes) for the reversal of
reserves no longer required. A further discussion of the Masonite legal reserves
can be found in Note 11.
The merger-related expenses of $54 million consisted primarily of systems
integration, employee retention, travel, and other one-time cash costs related
to the Champion acquisition and Union Camp merger.
The $34 million reversal of reserves no longer required included a pre-tax
credit of $28 million for excess 1999 second and fourth-quarter restructuring
reserves and a pre-tax credit of $6 million for excess Union Camp merger-related
termination benefits reserves.
The $824 million charge for the asset shutdowns of excess internal capacity
and cost reduction actions consisted of a $753 million charge in the fourth
quarter of 2000 and a $71 million charge in the second quarter of 2000.
52
<PAGE>
The fourth-quarter charge of $753 million consisted of $536 million of asset
write-downs and $217 million of severance and other charges. The following table
and discussion presents additional detail related to this charge:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Asset Severance
In millions Write-downs and Other Total
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Printing Papers (a) $293 $103 $396
Consumer Packaging (b) 86 7 93
Industrial Packaging (c) 114 46 160
Chemicals and Petroleum (d) 16 18 34
Forest Products (e) 15 20 35
Distribution (f) 3 19 22
Carter Holt Harvey (g) 1 4 5
Other (h) 8 - 8
---- ---- ----
$536 $217 $753
==== ==== ====
</TABLE>
(a) The Printing Papers business announced the shutdowns of the Mobile, Alabama
and the Lock Haven, Pennsylvania mills. The announcements were in
conjunction with the business's plan to realign and rationalize papermaking
capacity to benefit future operations. Charges associated with the Mobile
shutdown included $223 million to write assets down to their salvage value,
$31 million of severance costs covering the termination of 760 employees,
and other exit costs of $41 million. The Mobile mill had revenues of $274
million and $287 million in 2000 and 1999, respectively. This mill had
operating earnings of $34 million and $8 million in 2000 and 1999,
respectively. At December 31, 2001, all 760 employees had been terminated.
Charges associated with the Lock Haven shutdown included $70 million to
write the assets down to their salvage value, $16 million of severance
costs covering the termination of 589 employees, and other exit costs of
$15 million. The Lock Haven mill had revenues of $267 million and $225
million in 2000 and 1999, respectively. This mill had an operating loss of
$21 million in 2000 and operating earnings of $12 million in 1999. At
December 31, 2001, 327 employees had been terminated.
(b) The Consumer Packaging business shut down the Beverage Packaging converting
plant in Jamaica in December 2000, and the packaging facility in
Cincinnati, Ohio in March 2001. Production at the Jamaica plant was moved
to Venezuela to increase plant utilization. The Cincinnati facility was
closed in order to better align our manufacturing system with customer
demand. Charges associated with these shutdowns include $6 million of asset
write-downs, $5 million of severance costs covering the termination of 239
employees, and other exit costs of $2 million. At December 31, 2001, 237
employees had been terminated. The Consumer Packaging charge also included
an $80 million asset impairment due to continuing losses in its aseptic
business. The aseptic assets were written down to their estimated fair
market value based on expected future discounted cash flows.
(c) The Industrial Packaging business charge of $160 million is related to the
shutdown of the Camden, Arkansas mill, the shutdown of the Pedemonte, Italy
container plant and the write-down of the Walsum No. 10 paper machine. The
Camden mill, which produced unbleached kraft and multi-wall paper, was
closed in December 2000 due to the declining kraft paper market, excess
internal capacity and shrinking customer demand. The mill's assets were
written down $102 million to their salvage value, and severance costs of
$24 million were recorded to cover the termination of 613 employees. Other
exit costs totaled $15 million. The Camden mill had revenues of $151
million and $162 million and operating earnings of $14 million and $22
million in 2000 and 1999, respectively. At December 31, 2001, all 613
employees had been terminated. Charges associated with the Pedemonte plant
shutdown included $2 million of asset write-downs, $3 million of severance
costs covering the termination of 83 employees, and $4 million of other
exit costs. The Pedemonte plant had revenues of $9 million and $11 million
in 2000 and 1999, respectively. This plant had operating losses of $2
million in both 2000 and 1999. At December 31, 2001, all 83 employees had
been terminated. The business also wrote-down the Walsum No. 10 paper
machine acquired in the Union Camp merger by $10 million to its estimated
fair market value.
(d) The Chemicals and Petroleum business charge of $34 million was related to
the announced shutdown of the Oakdale, Louisiana plant. This is part of the
business's Asset Rationalization Program to increase earnings, improve
plant efficiencies and reduce excess internal capacity. A portion of the
facility was shut down at the end of 2000, with the remainder to be closed
in early 2002. The charge included $16 million to write the assets down to
their estimated fair market value of zero, $1 million of severance costs
covering the termination of 61 employees, and $17 million of other exit
costs. The Oakdale plant had revenues of $16 million, $31 million and $30
million in 2001, 2000 and 1999, respectively, and no operating earnings in
2001, $3 million in 2000 and no operating earnings in 1999. At December 31,
2001, 23 employees had been terminated.
(e) The Forest Products business charge of $35 million was primarily related to
the announced shutdown of the
53
<PAGE>
Notes to Consolidated Financial Statements
Washington, Georgia lumber mill and restructuring costs associated with the
Mobile mill closure. The Washington lumber mill was closed in January 2001
due to unfavorable market conditions and excess internal capacity. The mill
had revenues of $54 million and $66 million in 2000 and 1999, respectively.
This facility had an operating loss of $6 million in 2000 and operating
income of $2 million in 1999. The total Forest Products business charge
included $15 million of asset write-downs, $7 million of severance costs
covering the termination of 264 employees, and $13 million of other exit
costs. At December 31, 2001, 208 employees had been terminated.
(f) xpedx, our distribution business, implemented a restructuring plan to
consolidate duplicate facilities, eliminate excess internal capacity and
increase productivity. The $22 million charge associated with this plan
included $3 million of asset write-downs, $15 million of severance costs
covering the termination of 433 employees, and $4 million of other cash
costs. At December 31, 2001, 325 employees had been terminated.
(g) The Carter Holt Harvey charge of $5 million is related to cost reduction
actions primarily associated with the tissue and packaging businesses. This
charge included $1 million of asset write-downs and $4 million of severance
costs covering the termination of 145 employees. At December 31, 2001, all
145 employees had been terminated.
(h) This $8 million charge relates to the write-down of our investment in
PaperExchange.com, an online provider of e-commerce for the paper industry,
to its estimated fair market value.
The second-quarter charge of $71 million consisted of $40 million