<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
--------------------------------------
For Quarter Ended June 30, 1995 Commission file number 1-3157
INTERNATIONAL PAPER COMPANY
(Exact name of registrant as specified in its charter)
New York 13 0872805
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
Two Manhattanville Road, Purchase, NY 10577
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 914-397-1500
Indicate by check mark whether the registrant (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
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No____
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Common stock outstanding on July 31, 1995: 127,289,103
<PAGE>
INTERNATIONAL PAPER COMPANY
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C> <C>
PART I. Financial Information
Item 1. Financial Statements
Consolidated Statement of Earnings -
Three Months and Six Months Ended June 30,
1995 and 1994 3
Consolidated Balance Sheet -
June 30, 1995 and December 31, 1994 4-5
Consolidated Statement of Cash Flows -
Six Months Ended June 30, 1995 and 1994 6
Notes to Consolidated Financial
Statements 7-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-11
Item 3. Other Financial Information 12-13
PART II. Other Information
Item 1. Legal Proceedings 14
Item 2. Changes in Securities *
Item 3. Defaults upon Senior Securities *
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 5. Other Information *
Item 6. Exhibits and Reports on Form 8-K 16
Signatures 17
</TABLE>
* Omitted since no answer is called for, answer is in the negative or
inapplicable.
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
----------------------------
INTERNATIONAL PAPER COMPANY
Consolidated Statement of Earnings
(Unaudited)
(In millions, except per-share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------ -----------------
1995 1994 1995 1994
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net Sales $ 5,084 $ 3,633 $ 9,576 $ 7,047
------- ------- ------- -------
Costs and Expenses
Cost of products sold 3,532 2,702 6,756 5,253
Depreciation and amortization 264 219 498 435
Distribution expenses 205 175 384 329
Selling and administrative expenses 346 258 650 502
Taxes other than payroll and income taxes 45 40 86 78
------- ------- ------- -------
Total Costs and Expenses 4,392 3,394 8,374 6,597
======= ======= ======= =======
Earnings Before Interest, Income Taxes, Minority
Interest and Cumulative Effect of Accounting
Change 692 239 1,202 450
Interest expense, net 138 86 242 163
------- ------- ------- -------
Earnings Before Income Taxes, Minority Interest
and Cumulative Effect of Accounting Change 554 153 960 287
Provision for income taxes 195 50 341 93
Minority interest expense, net of taxes 43 12 57 27
------- ------- ------- -------
Earnings Before Cumulative Effect of Accounting Change 316 91 562 167
Cumulative effect of change in accounting
for start-up costs (less tax benefit of $50) (75)
------- ------- ------- -------
Net Earnings $ 316 $ 91 $ 562 $ 92
======= ======= ======= =======
Earnings per Common Share
Earnings before cumulative effect of accounting change $ 2.49 $ 0.73 $ 4.44 $ 1.34
Cumulative effect of change in accounting for start-up costs (0.60)
------- ------- ------- -------
Earnings per Common Share $ 2.49 $ 0.73 $ 4.44 $ 0.74
======= ======= ======= =======
Average Shares of Common Stock Outstanding 126.8 124.6 126.6 124.4
======= ======= ======= =======
Cash Dividends per Common Share $ 0.42 $ 0.42 $ 0.84 $ 0.84
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
INTERNATIONAL PAPER COMPANY
Consolidated Balance Sheet
(Unaudited)
(In millions)
June 30, December 31,
1995 1994
-------- ------------
Assets
Current Assets
Cash and temporary investments $ 347 $ 270
Accounts and notes receivable, net 2,884 2,241
Inventories 2,687 2,075
Other current assets 284 244
-------- --------
Total Current Assets 6,202 4,830
-------- --------
Plants, Properties and Equipment, Net 10,577 9,139
Forestlands 2,871 802
Investments 1,426 1,032
Goodwill 1,275 763
Deferred Charges and Other Assets 1,387 1,270
-------- --------
Total Assets $23,738 $17,836
======== ========
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
INTERNATIONAL PAPER COMPANY
Consolidated Balance Sheet
(Unaudited)
(In millions)
June 30, December 31,
1995 1994
------- -----------
Liabilities and Common Shareholders' Equity
Current Liabilities
Notes payable and current maturities
of long-term debt $ 3,721 $ 2,083
Accounts payable and accrued liabilities 2,502 1,951
------- -------
Total Current Liabilities 6,223 4,034
------- -------
Long-Term Debt 5,641 4,464
Deferred Income Taxes 1,876 1,612
Other Liabilities 873 870
Minority Interest 1,966 342
Common Shareholders' Equity
Common stock, $1 par value, issued
1995 - 128.7 shares, 1994 - 128.2 shares 129 128
Paid-in capital 1,944 1,786
Retained earnings 5,167 4,711
------- -------
7,240 6,625
Less: Common stock held in treasury, at cost;
1995 - 1.7 shares, 1994 - 2.3 shares 81 111
------- -------
Total Common Shareholders' Equity 7,159 6,514
------- -------
Total Liabilities and
Common Shareholders' Equity $23,738 $17,836
======= =======
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
INTERNATIONAL PAPER COMPANY
Consolidated Statement of Cash Flows
(Unaudited)
(In millions)
Six Months Ended
June 30,
1995 1994
------- -------
Operating Activities
Net earnings $ 562 $ 92
Cumulative effect of accounting change 75
Noncash items
Depreciation and amortization 498 435
Deferred income taxes 76 7
Other, net 9 (16)
Changes in current assets and liabilities
Accounts and notes receivable (303) (258)
Inventories (215) (29)
Other current assets (31) (1)
Accounts payable and accrued liabilities 144 14
------- -------
Cash Provided by Operations 740 319
------- -------
Investment Activities
Invested in capital projects (573) (418)
Acquisitions and investments, net of
cash acquired (1,074) (299)
Consolidation of equity investment 241
Other (92) (60)
------- -------
Cash Used for Investment Activities (1,498) (777)
------- -------
Financing Activities
Issuance of common stock 31 52
Issuance of debt 1,343 685
Reduction of debt (390) (56)
Change in bank overdrafts (3) (119)
Dividends paid (106) (105)
Other (50) (50)
------- -------
Cash Provided by Financing Activities 825 407
------- -------
Effect of Exchange Rate Changes on Cash 10 2
------- -------
Change in Cash and Temporary Investments 77 (49)
Cash and Temporary Investments
Beginning of the period 270 242
------- -------
End of the period $ 347 $ 193
======= =======
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
INTERNATIONAL PAPER COMPANY
Notes to Consolidated Financial Statements
(Unaudited)
1. The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and, in the
opinion of Management, include all adjustments (consisting only of normal
recurring accruals) which are necessary for the fair presentation of
results for the interim periods. It is suggested that these consolidated
financial statements be read in conjunction with the audited financial
statements and the notes thereto incorporated by reference in the
Company's Form 10-K for the year ended December 31, 1994, which has
previously been filed with the Commission.
2. In late April 1995, the Company acquired from Brierley Investments Limited,
131.8 million shares of Carter Holt Harvey Limited, a major New Zealand
forest products and paper company (representing approximately 8% of the
company) for NZ $470 million (approximately $316 million). This purchase
increased the Company's ownership of CHH to 31.3%. Also in late April, an
additional 325.8 million CHH shares were acquired through open-market
purchases for NZ $3.80 per share (approximately $834 million) bringing the
Company's total ownership in CHH to 50.2% on a fully diluted basis. All of
the above share purchases, including the acquisition from Brierley, were
financed with additional borrowings totaling approximately $1.1 billion. The
Company's financial statements reflect the consolidation of Carter Holt
Harvey effective May 1, 1995.
In January 1995, the Company acquired both Seaman-Patrick Paper Company
and Carpenter Paper Company, two Michigan-based paper distribution
companies, by issuing approximately 442,000 shares of Company common stock
for all of the outstanding shares of these companies.
In March 1994, the Company acquired from Brierley Investments Limited
an additional 8% interest in Carter Holt Harvey. The purchase increased the
Company's ownership of Carter Holt Harvey to approximately 24 percent. In
December 1994, the Company completed a merger with Kirk Paper Corporation,
a California-based paper distribution company. Also in December, the
Company acquired additional stock of Zanders Feinpapiere AG, a
majority-owned subsidiary.
With the exception of Kirk Paper Corporation, which was accounted for as a
pooling-of-interests, all of the 1995 and 1994 acquisitions were accounted
for using the purchase method.
The consolidated balance sheet at June 30, 1995, includes preliminary
purchase price allocations for Seaman-Patrick and Carpenter Paper Companies
and the additional purchases of Carter Holt Harvey and Zanders. The
consolidated balance sheet at December 31, 1994 includes a preliminary
purchase price allocation for Zanders. Except for Carter Holt Harvey, final
allocations for the above acquisitions will be completed in 1995. Final
allocations for Carter Holt Harvey will be completed in 1996.
7
<PAGE>
3. Inventories by major category include:
June 30, December 31,
1995 1994
-------- ------------
(In millions)
Raw materials $ 542 $ 365
Finished pulp, paper and packaging products 1,274 1,067
Finished imaging products 169 152
Finished lumber and panel products 141 77
Operating supplies 377 335
Other 184 79
------ ------
Total $2,687 $2,075
====== ======
4. Interest payments made during the six months ended June 30, 1995 and 1994
were $263 million and $164 million, respectively, including payments of
$149 million and $76 million for the 1995 and 1994 second quarters. Income
tax payments made during each of the six-month periods ended June 30, 1995
and 1994 were $209 million and $67 million respectively.
5. Temporary investments with a maturity of three months or less are treated
as cash equivalents and are stated at cost. Temporary investments totaled
$194 million and $102 million at June 30, 1995 and December 31, 1994,
respectively.
6. Certain reclassifications have been made to prior-year amounts to conform
with the current-year presentation.
7. In the Company's consolidated statement of cash flows, the acquisition of
the additional 26% interest in Carter Holt Harvey in late April 1995 is
presented net of 26% of the cash acquired. As a result of the consolidation
of Carter Holt Harvey, the consolidated statement of cash flows also
reflects $241 million of Carter Holt Harvey's cash and temporary investments
balance as of the acquisition date. This cash and temporary investments
balance was previously not included in the Company's consolidated cash and
temporary investments balance because the equity method was used to
account for the investment in Carter Holt Harvey before a controlling
interest was acquired.
8. Subsequent Events
Effective for the third quarter of 1995, the quarterly dividend will be
increased from $.42 to $.50 per common share. Additionally, a two-for-one
common stock split was announced for the third quarter which will make the
quarterly dividend $.25 per common share.
On July 20, 1995, $450 million of tax deductible convertible preferred
securities were issued. The proceeds from the issuance of these securities
will be used to retire short-term indebtedness and for general corporate
purposes.
On August 2, 1995, the Company called $200 million of 5 3/4% convertible
subordinated debentures. Substantially all of the debentures were
converted to Company common stock resulting in approximately 2.9 million
additional shares being issued.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
International Paper reported record quarterly earnings of $316 million or
$2.49 per share for the second quarter of 1995, a more than threefold increase
over 1994 second-quarter net earnings of $91 million or $.73 per share and a
28% increase over first-quarter 1995 net earnings of $246 million or $1.95 per
share. Six-month net earnings were $562 million or $4.44 per share compared
with $92 million or $.74 per share ($167 million or $1.34 per share before a
change in accounting for start-up costs) for the six months of 1994.
The primary reason for the increase in revenues over 1994 were strong price
gains in the printing papers and packaging business segments. Second-quarter
net sales were a quarterly record of $5.1 billion. Second-quarter net sales
were a 40% increase over 1994 second-quarter sales of $3.6 billion and a 13%
increase over first-quarter 1995 sales of $4.5 billion. Net sales for the six
months were $9.6 billion compared with $7.0 billion for the 1994 six-month
period. Second-quarter earnings indicate that the favorable markets for the
industry are continuing. Essentially all paper and packaging product lines are
experiencing good demand which is expected to continue. The continuation of
non-inflationary economic growth in the U.S. and Europe, and limited industry
capacity additions, is expected to support demand for most of the Company's
products.
The consolidation of Carter Holt Harvey beginning in May 1995 accounted for
about six percent of International Paper's consolidated second-quarter sales.
Carter Holt Harvey's results are included in each business segment, but its
consolidation had a significant impact on year-to-year sales and earnings
trends only in the forest and specialty products segments (see the
consolidation of Carter Holt Harvey section for other relevant information).
Carter Holt Harvey's segment results have been adjusted to conform with
International Paper's segment classifications.
Printing Papers 1995 second-quarter net sales increased to $1.6 billion from
$1.0 billion in the 1994 second quarter. Less than 10% of the increase was
attributable to Carter Holt Harvey. Six-month sales in 1995 totaled $3.1
billion compared with $2.0 billion for the 1994 six-month period. Led by
strong price gains in the U.S. and European operations, Printing Papers
earnings, including pulp, increased nearly 50% from the previous quarter and
were well ahead of the negative results posted in the 1994 second quarter.
Paper grades remained in tight supply.
Packaging 1995 second-quarter net sales rose to $1.2 billion from $825 million
in the comparable 1994 quarter with Carter Holt Harvey contributing about 30%
of the increase. Sales were also up 21% over the first quarter of 1995 due to
strong markets and contributions from Carter Holt Harvey. Net sales for the
1995 six-month period were $2.1 billion compared with $1.6 billion in 1994.
Second-quarter 1995 Packaging earnings increased approximately threefold over
the 1994 second quarter.
9
<PAGE>
Distribution net sales for the 1995 second quarter increased 57% to $1.3
billion from $820 million in the 1994 second quarter and were up slightly from
the 1995 first quarter. Carter Holt Harvey's contribution was not significant.
Six-month 1995 sales increased to $2.5 billion from $1.6 billion in the same
period of 1994. Operating profits for the distribution businesses were up
significantly from the 1994 second quarter, and increased slightly over the
1995 first quarter, reflecting price gains and tight supply conditions for
printing papers. The 1995 results were also favorably impacted by the 1995
acquisitions of Seaman Patrick and Carpenter Paper and the 1994 merger with
Kirk Paper Corporation.
Specialty Products 1995 second-quarter net sales increased to $815 million
from $640 million in the 1994 second quarter with approximately 60% of the
increase relating to Carter Holt Harvey. Six-month net sales increased to $1.5
billion. Operating earnings in the second quarter of 1995 were lower than the
1994 second quarter, but were higher than the 1995 first quarter. Both sales
and earnings for the 1995 second quarter reflect significant contributions from
the consolidation of Carter Holt Harvey.
Forest Products 1995 second-quarter net sales increased to $515 million from
$445 million in the 1994 second quarter with all of the increase coming from
Carter Holt Harvey. Without Carter Holt Harvey, sales would have decreased
moderately. Six-month sales were $900 million and $870 million for 1995 and
1994, respectively. Operating earnings were down from the prior year and were
lower than the 1995 first quarter reflecting weak demand for wood products and
reduced housing starts.
CONSOLIDATION OF CARTER HOLT HARVEY
The Company acquired approximately 26% of Carter Holt Harvey, a New
Zealand-based forest and paper products company, in late April 1995 for $1.1
billion. The acquisition increased International Paper's ownership to just
over 50%. As a result, Carter Holt Harvey was consolidated into International
Paper's financial statements beginning on May 1, 1995. Prior to this date, the
equity accounting method had been utilized.
Approximately 20% of the $1.5 billion increase in second-quarter net sales
from 1994 to 1995 was the result of this consolidation. Similarly, the effect
of this consolidation on the increases in the components of costs and expenses
ranged from 20% to 60%. In addition, interest expense increased as the result
of higher International Paper short-term debt used to acquire the additional
ownership. The higher short-term debt level also was the major factor in the
$817 million reduction in working capital.
Each of the increases in property, plant and equipment, forestlands,
goodwill, long-term debt and the minority interest liability were primarily the
result of the consolidation of Carter Holt Harvey. Such consolidation also
contributed, but to a lesser extent, to the 29% increase in accounts
receivable (primarily the result of sales volume and price gains).
The consolidated balance sheet reflects a preliminary allocation of the
purchase price.
10
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Operating cash flow totaled $740 million for the first six months of 1995, up
from $319 million in the comparable 1994 period. Significantly higher earnings
and noncash charges exceeded increased working capital requirements leading to
the improvement over the prior-year period.
Investments in capital projects totaled $573 million for the six months, up
from $418 million for the 1994 six-month period.
The acquisition of the additional interest in Carter Holt Harvey in late April
1995 for $1.1 billion was financed primarily with short-term borrowings. On
July 20, 1995, $450 million of tax deductible convertible preferred securities
were issued. The proceeds from the issuance of these securities will be used to
retire short-term indebtedness and for general corporate purposes.
Dividend payments were $106 million or $.84 per common share for the six-month
period. Effective for the third quarter of 1995, the quarterly dividend will
be increased from $.42 to $.50 per common share. A two-for-one common stock
split effective August 18, 1995, which will make the quarterly dividend $.25 per
common share, was also declared for the third quarter.
The Company anticipates that cash flow generated by operations, supplemented
as necessary by short- or long-term borrowings, will be adequate to fund its
capital expenditures, which are expected to be about $1.5 billion for 1995.
MINORITY INTEREST
The current and prior-year financial statements have been adjusted to present
minority interest expense separately. Minority interest expense was previously
included as a component of cost of products sold, and a reduction in operating
profit, because the amounts were not material. Additionally, both current and
prior-year segment operating profit amounts reflect 100% of all majority-owned
subsidiaries. Segment operating profit amounts do not include equity earnings
from unconsolidated subsidiaries or minority interest expense related to
minority shareholders of consolidated subsidiaries. Minority interest expense
represents the relative share of earnings attributable to minority
shareholders of consolidated subsidiaries.
11
<PAGE>
ITEM 3. OTHER FINANCIAL INFORMATION
Industry Segment Data
(Unaudited)
Sales by Industry Segment (In millions)
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ------------------
1995 1994 1995 1994
------- ------- ------- -------
Printing Papers $ 1,600 $ 1,035 $ 3,075 $ 1,990
Packaging 1,160 825 2,115 1,580
Distribution 1,290 820 2,485 1,620
Specialty Products 815 640 1,530 1,265
Forest Products 515 445 900 870
Less: Intersegment Sales (296) (132) (529) (278)
------- ------- ------- -------
Net Sales $ 5,084 $ 3,633 $ 9,576 $ 7,047
======= ======= ======= =======
Operating Profit by Industry Segment (In millions)
Six Months Ended
June 30,
------------------
1995 1994
------- -------
Printing Papers $ 495 $ (65)
Packaging 345 105
Distribution 63 34
Specialty Products 135 151
Forest Products 162 230
------- -------
Operating Profit 1 1,200 455
Interest expense, net (242) (163)
Corporate items, net 2 (5)
------- -------
Earnings Before Income Taxes, Minority Interest
and Cumulative Effect of Accounting Change 960 287
Provision for income taxes (341) (93)
Minority interest expense, net of taxes 1 (57) (27)
------- -------
Earnings Before Cumulative Effect of Accounting Change $ 562 $ 167
======= =======
1 Operating profit amounts include 100 percent of consolidated results for
all majority-owned subsidiaries before reductions for minority interests.
The increase in minority interest expense resulted principally from the
May 1, 1995 consolidation of Carter Holt Harvey. (Note: Minority interest
expense is the share of profit attributable to the other shareholders of
consolidated subsidiaries.)
12
<PAGE>
ITEM 3. OTHER FINANCIAL INFORMATION - CONTINUED
Production by Products
(Unaudited)
Production by Products
Three Months Ended Six Months Ended
June 30, June 30,
1995(D) 1994 1995(D) 1994
------- ---- ------- ----
Printing Papers
(In thousands of tons)
White Papers and Bristols 887 713 1,736 1,523
Coated Papers 310 250 632 506
Market Pulp (A) 412 406 840 825
Newsprint 22 19 43 29
Packaging
(In thousands of tons)
Containerboard 631 552 1,174 1,041
Bleached Packaging Board 274 279 539 527
Industrial Papers 161 192 321 343
Industrial and Consumer
Packaging (B) 782 732 1,561 1,471
Forest Products (In millions)
Panels (sq. ft. 3/8"
basis)(C) 210 209 416 416
Lumber (board feet) 274 242 492 475
(A) This excludes market pulp purchases.
(B) A significant portion of this tonnage was fabricated from paperboard and
paper produced at the Company's own mills and included in the
containerboard, bleached packaging board, and industrial papers amounts
in this table.
(C) Panels include plywood and oriented strand board.
(D) Includes amounts for Carter Holt Harvey as applicable from May 1, 1995.
13
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
DIOXIN LITIGATION
As reported in the quarterly report on Form 10-Q for the quarter ended March
31, 1995 (the "10-Q"), five remaining cases in the U.S. Federal District Court
for the Southern District of Mississippi alleging that the Company polluted
and damaged the Pascagoula and Escatawpa Rivers by releasing dioxin and 40
other chemicals were set for trial on April 17, 1995. On April 4th, the
Federal judge entered a Summary Judgment in favor of the Company in three of the
five cases remaining and Partial Summary Judgment in the other two. The
following morning the plaintiffs in these two cases filed Motions to Dismiss
their remaining claims. Notwithstanding the Company's opposition to these
motions, the court granted dismissals without prejudice but awarded court costs
and reasonable defense costs to the Company.
The Annual Report on Form 10-K for the year ended December 31, 1994 (the
"Annual Report") and 10-Q reported that there were 70 dioxin cases pending in
Mississippi State Court and six pending in Federal Court for a total of 76
Mississippi cases as of February 28, 1995. Based on the dismissals reported
above, there are now 68 State Court cases and one Federal Court case pending
for a total number of plaintiffs in these cases of 5,082 versus 5,090 as
reported in the Annual Report and 5,087 as reported in the 10-Q.
OTHER LITIGATION
The Company's majority owned subsidiary, Carter Holt Harvey Limited, a New
Zealand corporation ("CHH"), has an indirect shareholding of 30.05% in Chile's
largest industrial company, Copec. This shareholding is held through CHH's
joint venture with Inversiones Socoroma S.A., a Chilean investment company
("Socoroma"). In late 1993, CHH commenced several actions in Chilean courts
seeking direct control of its investment in Copec. In December 1994, Socoroma
commenced an arbitration action seeking to expel CHH from its Copec investment
at a price which is less than the carrying value. Although the Company believes
that the eventual resolution of this CHH litigation should not have a material
adverse effect on the Company, the actual resolution of each of these actions
cannot be predicted because of the uncertainties involved in litigation of this
nature and the lengthy preliminary procedural contests prior to these actions
being heard on the merits.
14
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of shareholders of the common stock of the Company was held
on May 9, 1995. The shareholders voted on*:
(a) the election of four directors to Class I and two directors to Class III.
The votes for and those withheld for each nominee were:
Class I
Mr. Dillon For: 108,097,093 Withheld: 911,819
Mr. Gault For: 108,096,492 Withheld: 912,420
Mr. Hansen For: 108,088,174 Withheld: 920,738
Mr. Smith For: 107,624,014 Withheld: 1,384,898
Class III
Mr. Eaton For: 108,162,749 Withheld: 846,163
Mr. Shoemate For: 108,126,464 Withheld: 882,448
(b) the appointment of Arthur Andersen LLP as independent auditors for 1995
was approved and the votes were: for 108,413,169, against 319,337 and
abstentions 276,406.
--------------------
* If a specific vote category for, against withheld, abstentions and broker
non-votes is omitted, the number is zero.
15
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(11) Statement of Computation of Per Share Earnings
(27) Financial Data Schedule
(b) Reports on Form 8-K
A report on Form 8-K was filed on July 11, 1995.
16
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTERNATIONAL PAPER COMPANY
(Registrant)
Date: August 14, 1995 By /s/ ROBERT C. BUTLER
Robert C. Butler
Senior Vice President
and Chief Financial Officer
Date: August 14, 1995 By /s/ ANDREW R. LESSIN
Andrew R. Lessin
Controller and Chief
Accounting Officer
(Exhibit 11)
INTERNATIONAL PAPER COMPANY
STATEMENT OF COMPUTATION OF PER SHARE EARNINGS
(Unaudited)
(In millions, except per-share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------ -----------------
1995 1994 1995 1994
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net earnings $ 316 $ 91 $ 562 $ 92
Debenture interest savings, net of taxes, assuming
conversion of convertible subordinated debentures 2 2 4 *
------- ------- ------- -------
Primary and fully diluted per earnings $ 318 $ 93 $ 566 $ 92
======= ======= ======= =======
Earnings per common share $ 2.49 $ 0.73 $ 4.44 $ 0.74
======= ======= ======= =======
Primary earnings per share $ 2.45 $ 0.73 $ 4.36 $ 0.74
======= ======= ======= =======
Fully diluted earnings per share $ 2.44 $ 0.73 $ 4.35 $ 0.74
======= ======= ======= =======
PRIMARY SHARES
Average shares outstanding 126.8 124.6 126.6 124.4
Shares assumed to be repurchased using
long-term incentive plan
deferred compensation at average
market price (0.3) (0.3) (0.3) (0.3)
Shares assumed to be issued upon exercise of
stock options, net of treasury
buyback at average market price 0.6 0.3 0.5 0.4
Shares assumed to be issued upon conversion of
convertible subordinated debentures 2.9 2.9 2.9 *
------- ------- ------- -------
Primary shares 130.0 127.5 129.7 124.5
======= ======= ======= =======
FULLY DILUTED SHARES
Average shares outstanding 126.8 124.6 126.6 124.4
Shares assumed to be repurchased using long-term
incentive plan deferred compensation at period-end
market price (if higher than average market price) (0.3) (0.3) (0.3) (0.3)
Shares assumed to be issued upon exercise of stock options,
net of treasury buyback at period-end
market price (if higher than average market price) 0.9 0.3 0.9 0.4
Shares assumed to be issued upon conversion of
convertible subordinated debentures 2.9 2.9 2.9 *
------- ------- ------- -------
Fully diluted shares 130.3 127.5 130.1 124.5
======= ======= ======= =======
</TABLE>
Note: The Company reports earnings per common share as the effect of dilutive
securities is less than 3%.
* Convertible subordinated debentures were antidilutive.
<TABLE> <S> <C>
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0
0
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