INTERNATIONAL PAPER CO /NEW/
8-K, 1995-01-13
PAPERBOARD MILLS
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT

                    Pursuant to Section 13 or 15 (d) of the
                        Securities Exchange Act of 1934

                               January 10, 1995
               Date of Report (Date of Earliest Event Reported)

                          INTERNATIONAL PAPER COMPANY
            (Exact name of Registrant as specified in its charter)

New York                            1-3157                      13-0872805
(State of                          (Commission                 (IRS Employer
Incorporation)                     File)                       Identification
                                                               Number)

                 Two Manhattanville Road, Purchase, NY  10577
                   (Address of Principal executive offices)

                                 914-397-1500
                                (Telephone No.)


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

ITEM 1.       CHANGES IN CONTROL OF REGISTRANT

              N/A

ITEM 2.       ACQUISITION OR DISPOSITION OF ASSETS

              N/A

ITEM 3.       BANKRUPTCY OR RECEIVERSHIP

              N/A

ITEM 4.       CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

              N/A

ITEM 5.       OTHER EVENTS

              A press release was issued on January 10, 1995 regarding
              1994 fourth-quarter unaudited net earnings of $154 million
              or $1.23 per common share verses 1993 fourth-quarter net
              earnings of $100 million or $.81 a common share.

ITEM 6.       RESIGNATIONS OF REGISTRANT'S DIRECTORS

              N/A

ITEM 7.       FINANCIAL STATEMENTS AND EXHIBITS

              (a) Financial Statements:

              N/A
              
              (b) Pro Forma Financial Information:

              N/A

                                       2

              (c) Exhibits:

                     
                     (99) Press Release, dated January 10, 1995

ITEM 8.       CHANGES IN FISCAL YEAR

              N/A

                                       3

                                  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:  January 13, 1995                   /s/ SYVERT E. NERHEIM
       Purchase, NY                       Syvert E. Nerheim
                                          Assistant Secretary

                                       4

                                 EXHIBIT INDEX

              (99) Press Release, dated January 10, 1995



                                                                     EXHIBIT 99
INTERNATIONAL PAPER
                                                       2 MANHATTANVILLE ROAD
                                                       PURCHASE, NY 10577

News Release

   Media Contacts:                            Analyst Contacts:
   Carl Gagliardi                             Carol S. Tutundgy
   (914) 397-1666                             (914) 397-1632
   Mike Goodwin                               Linda Decker
   (914) 397-1652                             (914) 397-1623

INTERNATIONAL PAPER REPORTS 1994 FOURTH 
QUARTER EARNINGS UP 52 PERCENT OVER 1993 FOURTH QUARTER

For Immediate Release
Tuesday, January 10, 1995

PURCHASE, N.Y. -- International Paper today reported preliminary fourth-quarter
1994 net earnings of $154 million or $1.23 per share, a 52 percent increase over
fourth-quarter 1993 net earnings of $100 million or $.81 per share and a 41
percent increase over the third-quarter 1994 net earnings of $109 million or
$.87 per share.

Fourth-quarter 1994 sales were $4.1 billion, a 21 percent increase over
fourth-quarter 1993 sales of $3.4 billion and 8 percent more than third-quarter
1994 sales of $3.8 billion.

1994 reported net earnings were $357 million or $2.86 per share after a charge
of $65 million or $.52 per share for a change in accounting for start-up costs. 
These net earnings were 22 percent higher than 1993 reported net earnings of
$289 million or $2.34 per share after a $25 million or $.20 per share charge to
revalue deferred taxes.

Before the effect of accounting changes and other unusual items, full-year 1994
earnings were $422 million or $3.38 per share, a 33 percent increase over 1993
earnings of $314 million or $2.54 per share. Full-year 1994 sales were $15
billion, a 9 percent increase over 1993 sales of $13.7 billion.

"We expect to see sharply higher profits in 1995 as the supply of all of our
paper and packaging products remains tight against very high demand," said John
A. Georges, chairman and chief executive officer. "Our U.S. operations built up
very strong momentum in the fourth quarter, and that should continue well into
1995. Our overseas business is once again solidly profitable and is expected to
improve still further. Overall, the outlook is extremely positive.

"We are well positioned to take full advantage of the higher demand and price
levels as the benefits of our cost-reduction and organizational redesign
programs coincide with the rapidly improving economy."

The packaging and printing papers businesses led the company's solid performance
in the fourth quarter. The industrial packaging business benefited from both
strong demand and higher prices for containerboard and corrugated cartons. In

printing papers, price increases in both the United States and Europe,
propelled by a strengthening pulp market, led to a resurgence in earnings.

Specialty products results were mixed, but earnings overall improved over both
the previous quarter and year-earlier levels. Forest products continued to
perform well, although earnings were below last year's record fourth-quarter
forest products profits because of decreased harvest levels.

As a result of a company-wide benchmarking program, the company's management
decided to change its method of accounting for machine start-up costs. These
costs will now be expensed as they are incurred, rather than capitalized and
amortized over future periods. The company's management felt the accounting
change represents a more conservative approach to reporting start-up expenses.

International Paper, headquartered in Purchase, N.Y., is a worldwide producer of
printing and writing papers, paperboard and packaging products and wood
products. The company also operates specialty products businesses and
distributes paper and wood products. International Paper has manufacturing
operations in 26 countries and exports its products to more than 130 nations.

                                     # # #

                       Summary of Consolidated Earnings
                           Preliminary and Unaudited
             (In millions except for net sales and per share data)

                              Three Months Ended      Twelve Months Ended
                                 December 31,             December 31,
                              ------------------      -------------------
                                1994      1993         1994(a)    1993
                               ------    ------        ------    ------
Net Sales (In Billions)        $  4.1    $  3.4        $ 15.0    $ 13.7
                               ------    ------        ------    ------
Earnings Before Interest,
 Income Taxes and Cumulative
 Effect of Accounting
 Change                           329       237         1,013       810

   Interest expense, net           94        79           349       310
                               ------    ------        ------    ------
Earnings Before Income Taxes
 and Cumulative Effect of
 Accounting Change                235       158           664       500

   Provision for income
    taxes                          81        58           232       211
                               ------    ------        ------    ------
Earnings Before Cumulative
 Effect of Accounting Change      154       100           432(b)    289(c)

   Cumulative effect of
    change in accounting for
    start up costs                                        (75)(a)
                               ------    ------        ------    ------
Net Earnings                   $  154    $  100        $  357       289(c)
                               ======    ======        ======    ======
Earnings Per Common Share

   Earnings Before Cumulative
    Effect of Accounting
    Change                     $ 1.23    $ 0.81        $ 3.46(b)   2.34(c)

   Cumulative effect of
    change in accounting for
    start up costs                                      (0.60)(a)
                               ------    ------        ------    ------
Earnings Per Common Share      $ 1.23    $ 0.81        $ 2.86      2.34(c)
                               ======    ======        ======    ======
Average Shares Outstanding      125.6     123.6         124.9     123.2
                               ======    ======        ======    ======

(a) Effective January 1, 1994 a pre-tax charge of $125 million ($75 million
    after taxes or $0.60 per share) was recorded as the cumulative effect of the
    change in accounting for start up costs. The change in accounting for
    start up costs also resulted in additional operating income during 1994 of
    $17 million ($10 million after taxes or $0.08 per share) for a net

    after-tax impact of $65 million or $0.52 per share. Quarterly earnings
    were restated to reflect the cumulative effect charge and the additional
    current-year income.

(b) $422 million or $3.38 per share before $17 million ($10 million after taxes
    or $.08 per share) of additional income for the current-year effect of the
    change in accounting for start up costs which impacted the first three
    quarters of 1994 as follows: first quarter, $4 million or $0.03 per share;
    second quarter, $4 million or $0.03 per share; and third quarter, $2
    million or $0.02 per share. There was no impact on the fourth quarter. Net
    earnings and earnings per share as restated for both the cumulative effect
    charge and current-year impact of the change in accounting for start up
    costs are as follows: first quarter, $1 million or $0.01 per share; second
    quarter, $91 million or $0.73 per share; and third quarter, $111 million
    or $0.89 per share.

(c) $314 million ($2.54 per share) for the year before a $25 million ($.20 per
    share) charge to revalue deferred tax balances.


INTERNATIONAL PAPER
SALES BY BUSINESS SEGMENT
Preliminary and Unaudited
(In Millions)
                             Three Months         Twelve Months
                                Ended                 Ended
                             December 31           December 31
                           ----------------     -----------------
                            1994      1993        1994      1993
                           ------    ------     -------   -------
Printing Papers            $1,275    $  920     $ 4,400   $ 3,905

Packaging                     920       775       3,375     3,095

Distribution                  960       810       3,470     3,140

Specialty Products            675       615       2,590     2,460

Forest Products               415       445       1,715     1,700

Less: Intersegment Sales     (118)     (153)       (584)     (615)
                           ------    ------     -------   -------
                           $4,127    $3,412     $14,966   $13,685
                           ======    ======     =======   =======


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