<PAGE>
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 11, 2000
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Date of Report (Date of Earliest Event Reported)
INTERNATIONAL PAPER COMPANY
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(Exact name of Registrant as specified in its charter)
New York 1-3157 13-0872805
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(State of (Commission (IRS Employer
Incorporation) File) Identification Number)
Two Manhattanville Road, Purchase, NY 10577
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(Address of Principal executive offices)
914-397-1500
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(Telephone No.)
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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
The Company announced 1999 fourth-quarter earnings of $227
million ($.55 per share) before special items, an increase of
20 per cent or $35 million ($.09 per share) compared to third
quarter 1999 net earnings. All previous periods have been
restated to include Union Camp Corporation.
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
(c) Exhibits
(99) Press release dated January 11, 2000 announcing earnings
for the fourth quarter of 1999.
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ITEM 8. CHANGES IN FISCAL YEAR
N/A
SIGNATURE
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 12, 2000 /s/ Carol M. Samalin
Purchase, NY -----------------------------------
Carol M. Samalin
Assistant Secretary
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Exhibit 99
[INTERNATIONAL PAPER LETTERHEAD]
NEWS RELEASE
MEDIA CONTACT: Jack Cox, 914-397-1952
ANALYST CONTACTS: Carol Tutundgy, 914-397-1632
Rochelle Weitzner, 914-397-1623
INTERNATIONAL PAPER REPORTS IMPROVED EARNINGS FOR FOURTH QUARTER, YEAR
January 11, 2000
Purchase, N.Y.--International Paper reported fourth-quarter 1999 earnings of
$227 million ($.55 per share) before special items. This is an increase of
20 percent or $35 million ($.09 per share) compared to third-quarter 1999
net earnings, which were $192 million ($.46 per share) before special and
extraordinary items. Fourth-quarter 1998 earnings before special items were
$58 million ($.14 a share). Fourth-quarter 1999 net sales were $ 6.3 billion,
the same as the previous quarter. All previous periods have been restated to
include Union Camp Corporation.
"As we move into a new year, International Paper is poised to deliver very good
profit performance," said John Dillon, chairman and chief executive officer. "We
anticipate continued earnings improvement, with our largest businesses--paper
and packaging--looking particularly strong."
"We are determined to deliver a greater return for our shareholders," Dillon
said. "We have well underway an aggressive program to improve margins, and we
are focused on more than cost reduction. We've changed the way we pay people,
the way we allocate capital and how we measure success, and we have raised the
bar on expectations and accountability. The results of these efforts are kicking
in at the same time we are realizing the benefits of improvements in pricing."
"Looking at the industry as a whole, conditions are very solid. Supply is well
balanced with demand and there is very little new capacity expected within the
next few years. At the same time, the global consolidation trend is likely to
continue," Dillon said. "As a consequence, I am very optimistic about the
future."
International Paper reported net earnings of $80 million ($.19 per share) in the
fourth quarter of 1999 after special items. Special items amounted to $147
million after tax and minority interest ($.36 per share). The special items
included restructuring costs primarily in packaging, chemicals and xpedx, and
integration costs associated with the Union Camp merger.
Full-year 1999 earnings before special items were $551 million ($1.33 per share)
compared with earnings before special items of $345 million ($.84 per share) in
1998. Sales in 1999 of $24.6 billion were up from $24.0 billion in sales for
1998. Full year 1999 net earnings after special and extraordinary items were
$183 million ($.44 per share). For 1998, International Paper reported a net
earnings of $247 million ($.60 per share) after special items.
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INTERNATIONAL PAPER, CONTINUED.
PAGE 2
The timetable for achieving the expected Union Camp merger benefits remains on
schedule. The company generated $130 million in savings last year and expects
that to increase to a previously announced $425 million by the end of this year.
In the U.S. Printing Papers segment, much was accomplished last year. Project
FAST, which addresses mill simplification and machine alignment, is having
excellent success and further progress is expected in 2000 and beyond. The
Printing Papers business took significant downtime in uncoated paper production
at the end of the year to balance supply with demand. The segment's coated
business showed improvement throughout the course of the year. Pulp markets
closed the year on a strong note.
The European Papers segment performed well in 1999 despite the fact that prices
were below the prior year levels until December. The company's Eastern European
strategy continues to be successful and the company's mills in Poland and Russia
performed extremely well.
Within the Industrial Packaging segment, very strong profit gains were realized
as we moved through the year. Demand remains healthy and backlogs are in line
with expectations. The company recently announced a price increase of $50 for
linerboard and $60 for medium effective Feb. 1.
Consumer Packaging opened the new year with higher order intake levels. Bleached
board prices also increased during the year, and current backlogs are very
strong.
The Building Products segment realized significant benefits from product mix
enrichment in lumber in 1999, which are expected to continue into 2000.
International Paper (www.internationalpaper.com) is the world's largest forest
products company. Businesses include printing paper, packaging, building
materials, chemical products and distribution. As the largest private landowner
in the U.S., the company manages its forest under the principles of the
Sustainable Forestry Initiative (SFIsm) program, a system that ensures the
perpetual growing and harvesting of trees while protecting wildlife, plants,
soil, air and water quality. Headquartered in the United States at Purchase,
N.Y., IP has operations in nearly 50 countries, employs nearly 100,000 people
and exports its products to more than 130 nations.
# # # #
This news release contains certain forward looking statements on certain
financial and market conditions. Future results may differ from these
expectations due to pricing levels, the continued strength of markets and
whether cost-cutting initiatives are achieved.
All numbers stated are preliminary and unaudited.
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INTERNATIONAL PAPER, CONTINUED.
PAGE 3
INTERNATIONAL PAPER
SALES BY INDUSTRY SEGMENT
Preliminary and Unaudited
(In millions)
<TABLE>
<CAPTION>
Three Months Ended Twelve Months Ended
December 31, December 31,
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1999 1998 1999 1998
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<S> <C> <C> <C> <C>
Printing & Communications $1,550 $ 1,395 $ 5,930 $ 5,915
Papers
Industrial & Consumer Packaging 1,835 1,725 7,050 7,010
Distribution 1,735 1,805 6,850 6,280
Chemicals & Petroleum 375 355 1,455 1,465
Forest Products 780 775 3,205 2,930
Carter Holt Harvey 430 380 1,605 1,505
Less: Intersegment Sales (411) (327) (1,522) (1,126)
---- ---- ------ ------
$6,294 $ 6,108 $24,573 $23,979
====== ======= ======= =======
</TABLE>
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INTERNATIONAL PAPER, CONTINUED.
PAGE 4
INTERNATIONAL PAPER
SUMMARY OF CONSOLIDATED EARNINGS
Preliminary and Unaudited
(In millions except for net sales and per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Twelve Months Ended
December 31, December 31,
------------------ -------------------
1999 1998 (e) 1999 (e) 1998 (e)
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<S> <C> <C> <C> <C>
Net Sales (In billions) $6.3 $6.1 $24.6 $24.0
Earnings Before Interest, Income
Taxes, Minority Interest and
Extraordinary Item 289 (a) 243 (c) 989 (b) 1,043 (d)
Interest expense, net 141 153 541 614
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Earnings (Loss) Before Income
Taxes, Minority Interest and
Extraordinary Item 148 (a) 90 (c) 448 (b) 429 (d)
Income tax (benefit) provision 22 (a) 6 (c) 86 (b) 95 (d)
Minority interest expense, 46 38 163 87
net of taxes -- -- --- --
Earnings (Loss) Before Extraordinary
Item 80 (a) 46 (c) 199 (b) 247 (d)
Loss on extinguishment of debt 16
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Net Earnings (Loss) $80 (a) $46 (c) $183 (b) $247 (d)
=== === ==== ====
Earnings (Loss) Per Common Share
Before Extraordinary Item $0.19 $0.11 $0.48 $0.60
Loss on extinguishment of debt $(0.04)
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Earnings (Loss) Per Common Share $0.19 $0.11 $0.44 $0.60
===== ===== ===== =====
Earnings (Loss) Per Common Share--
Assuming Dilution $0.19 $0.11 $0.44 $0.60
===== ===== ===== =====
Average Common Shares Outstanding 413.3 412.2 413.0 411.0
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</TABLE>
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(a) Includes a $185 million pretax charge ($111 million after taxes and minority
interest) for restructuring and other charges, a $30 million pretax charge ($18
million after taxes) for merger integration costs, and a $30 million pretax
charge ($18 million after taxes) for the establishment of additional legal
reserves
(b) Includes a $255 million pretax charge ($175 million after taxes) for merger
integration costs, $36 million of pretax earnings ($27 million after taxes) from
the reversal of restructuring reserves no longer required, restructuring and
other charges totaling $298 million before taxes ($180 million after taxes and
minority interest), a $10 million pretax
charge ($6 million after taxes) for the establishment of additional
environmental remediation reserves, and a $30 million pretax charge ($18
million after taxes) for the establishment of additional legal reserves.
(c) Includes $38 million of pretax earnings ($23 million after taxes) from the
reversal of previously established restructuring and asset impairment reserves
no longer required, and $56 million of pretax oil and gas impairment charges
($35 million after taxes).
(d) Includes a $20 million pretax gain ($12 million after taxes) on the sale of
the Veratec nonwovens business, $83 million of pretax earnings ($50 million
after taxes) from the reversal of previously established reserves that were no
longer required, $111 million of pretax oil and gas impairment charges ($68
million after taxes), new restructuring and other charges totaling $145 million
($82 million after taxes and minority interest), and a $16 million pretax charge
($10 million after taxes) for our share of charges taken by Scitex, a 13% owned
investee company, for the write-off of in-process research and development
related to an acquisition and costs to exit the digital video business.
(e) Amounts have been restated to reflect the merger with Union Camp.
