INTERNATIONAL PAPER CO /NEW/
10-Q/A, 1999-11-18
PAPER MILLS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                -----------------

                                    FORM 10-Q/A

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For Quarter Ended September 30, 1999               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 October 31, 1999: 414,078,621 shares.

<PAGE>

                          INTERNATIONAL PAPER COMPANY

                                     INDEX

                                                                        Page No.
                                                                        --------

PART I. Financial Information

Item 3. Other Financial Information                                       27

(Revised)
<PAGE>

                         PART I. FINANCIAL INFORMATION

ITEM 3. OTHER FINANCIAL INFORMATION

                    Financial Information by Industry Segment
                                   (Unaudited)
                                  (In millions)

Net Sales by Industry Segment

<TABLE>
<CAPTION>
                                             Three Months Ended           Nine Months Ended
                                                September 30,                September 30,
                                          -----------------------       -----------------------
                                            1999           1998           1999           1998
                                          --------       --------       --------       --------
<S>                                       <C>            <C>            <C>            <C>
Printing and Communications Papers        $  1,500       $  1,455       $  4,380       $  4,520
Industrial and Consumer Packaging            1,780          1,765          5,215          5,285
Distribution                                 1,740          1,685          5,115          4,475
Chemicals and Petroleum                        370            370          1,080          1,110
Forest Products                                825            725          2,425          2,155
Carter Holt Harvey                             410            345          1,175          1,125
Corporate and Intersegment Sales (1)          (374)          (313)        (1,111)          (799)
                                          --------       --------       --------       --------
Net Sales                                 $  6,251       $  6,032       $ 18,279       $ 17,871
                                          ========       ========       ========       ========
</TABLE>

Operating Profit by Industry Segment

<TABLE>
<CAPTION>
                                                   Three Months Ended         Nine Months Ended
                                                      September 30,             September 30,
                                                ---------------------       ---------------------
                                                  1999          1998          1999         1998
                                                -------       -------       -------       -------
<S>                                             <C>           <C>           <C>           <C>
Printing and Communications Papers              $    84       $    34       $   114       $   209
Industrial and Consumer Packaging                   171            95           369           295
Distribution                                         25            23            76            60
Chemicals and Petroleum                              38            34            85            95
Forest Products                                     199           154           548           415
Carter Holt Harvey (2)                               12            (1)           20            14
                                                -------       -------       -------       -------
Operating Profit                                    529           339         1,212         1,088
Interest expense, net                              (134)         (147)         (400)         (461)
Minority interest adjustment                         21             3            42            45
Corporate items, net (1) (3)                        (96)          (68)         (245)         (184)
Restructuring and other charges                                  (155)         (113)         (155)
Merger integration costs                            (68)                       (225)
Reversal of reserves no longer required                            45            36            45
Oil and gas impairment charge                                     (55)                        (55)
Environmental remediation charge                    (10)                        (10)
Gain on sale of business                                           20                          20
Scitex restructuring and other charges                              1             3            (4)
                                                -------       -------       -------       -------
Earnings (loss) before income taxes,
  minority interest and extraordinary item      $   242       $   (17)      $   300       $   339
                                                =======       =======       =======       =======
</TABLE>

(1) Includes results from operations that were disposed of in 1998.
(2) Includes equity earnings (in millions) of $14 and $2 for the 3 months ended
September 30, 1999 and 1998, respectively, and $36 and $13 for the nine months
ended September 30, 1999 and 1998, respectively. Half of these equity earnings
amounts are in the Carter Holt Harvey segment and half are in the minority
interest adjustment.
(3) Includes goodwill amortization related to Federal Paper Board (in millions)
of $10 for the three months ended September 30, 1999 and 1998 and $29 for the
nine months ended September 30, 1999 and 1998.

<PAGE>

Production by Product

<TABLE>
<CAPTION>
                                                     Three Months Ended           Nine Months Ended
                                                        September 30,                September 30,
                                                   --------------------          --------------------
                                                   1999           1998           1999           1998
                                                   -----          -----          -----          -----
<S>                                                <C>            <C>            <C>            <C>
Printing Papers (In thousands of tons)
   White Papers and Bristols (a)                   1,276(e)       1,294          3,981(e)       3,931
   Coated Papers                                     308            317            963            957
   Market Pulp (b)                                   545            494          1,538          1,500
   Newsprint                                          26             24             74             71

Packaging (In thousands of tons)
   Containerboard (a)                              1,230          1,185          3,600          3,535
   Bleached Packaging Board                          561            538          1,676          1,610
   Industrial Papers                                 227            212            677            657
   Industrial and Consumer Packaging (c)           1,263          1,249          3,765          3,646

Specialty Products (In thousands of tons)
   Tissue                                             37             39            118            111

Forest Products (In millions)
   Panels (sq. ft. 3/8" - basis) (d)                 518            464          1,497          1,347
   Lumber (board feet)                               715            695          2,213          2,050
   MDF (sq. ft. 3/4" - basis)                         53             75            167            233
   Particleboard (sq. ft. 3/4" - basis)               51             51            148            146
</TABLE>

(a)   Certain reclassifications and adjustments have been made to current and
      prior year amounts.
(b)   This excludes market pulp purchases.
(c)   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.
(d)   Panels include plywood and oriented strand board.
(e)   Amounts have been revised from the previously filed Form 10-Q for the
      third quarter ended September 30, 1999 filed on November 15, 1999.

<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:  November 18, 1999                  By /s/ JOHN V. FARACI
                                                  ------------------------------
                                               John V. Faraci
                                               Senior Vice President and Chief
                                               Financial Officer


     Date:  November 18, 1999                  By /s/ ANDREW R. LESSIN
                                                  ------------------------------
                                               Andrew R. Lessin
                                               Vice President and Controller and
                                               Chief Accounting Officer



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