Amendment No. 1 to Form 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(amendment No. 1)
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2009
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or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from
to
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Commission File No. 1-3157
INTERNATIONAL PAPER COMPANY
(Exact name of registrant as specified in its charter)
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| New York |
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13-0872805 |
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(I.R.S. Employer Identification No.) |
6400
Poplar Avenue
Memphis, Tennessee
(Address of principal executive offices)
38197
(Zip Code)
Registrant’s
telephone number, including area code: (901) 419-7000
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
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Name of each exchange on which registered |
| Common Stock, $1 per share par value |
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New York Stock Exchange |
Securities Registered Pursuant to
Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.
Yes x
No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ¨ No x
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 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 whether the registrant has
submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (paragraph 232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (paragraph 229.405 of this chapter) 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. ¨
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in
Rule 12b-2 of the Exchange Act. (Check one):
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| Large accelerated filer x
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Accelerated filer ¨
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Non-accelerated filer ¨
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Smaller reporting company ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
The aggregate market value of the Company’s
outstanding common stock held by non-affiliates of the registrant, computed by reference to the closing price as reported on the New York Stock Exchange, as of the last business day of the registrant’s most recently completed second fiscal
quarter (June 30, 2009) was approximately $6,494,044,065.
The number of shares outstanding of the Company’s common stock, as of February 19, 2010
was 436,149,732.
Documents incorporated by reference:
Portions of the registrant’s proxy statement filed within 120 days of the close of the registrant’s fiscal year in connection with registrant’s 2010 annual meeting of shareholders are incorporated by reference into Parts III
and IV of this Form 10-K.
International Paper Company
Table of Contents
2009 Form 10-K/A
1
Explanatory Note
This Amendment No. 1 amends International Paper Company’s (the “Company”) Annual Report on Form 10-K for the year
ended December 31, 2009, which was filed with the Securities and Exchange Commission on February 25, 2010 (the “Original Filing”). The Company is filing this Amendment No. 1 for the sole purpose of correcting printing errors in the
exhibit listing of the Original Filing. Accordingly, this Amendment No. 1 sets forth Part IV, Item 15, Exhibits and Financial Statement Schedules, Part (a)(3) Exhibits, as amended and restated, in its entirety. This Amendment No.
1 does not include the entire Form 10-K.
Except as described above, no other changes have been made to the Original
Filing. The Original Filing continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events which occurred subsequent to the filing of the Original Filing, or to
modify the disclosures contained in the Original Filing other than to reflect the changes described above.
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PART IV.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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(a)(3) |
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Exhibits: |
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(3.1) |
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Restated Certificate of Incorporation of International Paper Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K
dated May 16, 2008). |
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(3.2) |
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By-laws of International Paper Company, as amended through May 11, 2009 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated
May 12, 2009). |
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(4.1) |
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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 the
Company’s Current Report on Form 8-K dated June 16, 2000). |
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(4.2) |
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Supplemental Indenture (including the form of Notes), dated as of June 4, 2008, between International Paper Company and The Bank of New York, as Trustee (incorporated
by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated June 4, 2008). |
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(4.3) |
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Supplemental Indenture (including the form of Notes), dated as of May 11, 2009, between International Paper Company and The Bank of New York Mellon, as trustee.
(incorporated by reference to Exhibit 4.1 to the Company Current Report on Form 8-K dated May 11, 2009). |
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(4.4) |
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Supplemental Indenture (including the form of Notes), dated as of August 10, 2009, between International Paper Company and The Bank of New York Mellon, as trustee.
(incorporated by reference to Exhibit 4.1 to the Company Current Report on Form 8-K dated August 10, 2009). |
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(4.5) |
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Supplemental Indenture (including the form of Notes), dated as of December 7, 2009, between International Paper Company and The Bank of New York Mellon Trust
Company, N.A., as trustee. (incorporated by reference to Exhibit 4.1 to the Company Current Report on Form 8-K dated December 7, 2009). |
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(4.6) |
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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. |
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(10.1) |
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Purchase Agreement between International Paper Company and Weyerhaeuser Company dated as of March 15, 2008 (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K dated March 20, 2008). |
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(10.2) |
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2009 Management Incentive Plan, amended and restated as of January 1, 2009. + * |
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(10.3) |
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2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company Current Report on Form 8-K dated May 12, 2009). + |
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(10.4) |
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Executive Management Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company Current Report on Form 8-K dated May 12, 2009). + |
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(10.5) |
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Restricted Stock and Deferred Compensation Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.3 to the Company Current Report on Form 8-K dated
May 12, 2009). + |
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(10.6) |
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Form of individual non-qualified stock option award agreement under the LTICP (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2001). + |
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(10.7) |
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Form of individual executive continuity award under the LTICP (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). + |
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(10.8) |
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Form of Restricted Stock Award. + * |
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(10.9) |
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Form of Restricted Stock Unit award (cash settled). + * |
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(10.10) |
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Form of Restricted Stock Unit award (stock settled). + * |
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(10.11) |
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Pension Restoration Plan for Salaried Employees (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March
31, 2009). + |
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(10.12) |
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Unfunded Supplemental Retirement Plan for Senior Managers, as amended and restated effective January 1, 2008 (incorporated by reference to Exhibit 10.21 to the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007). + |
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(10.13) |
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Amendment No. 1 to the International Paper Company Unfunded Supplemental Retirement Plan for Senior Managers, effective October 13, 2008 (incorporated by reference to
Exhibit 10.3 to the Company’s Current Report on Form 8-K dated October 17, 2008). + |
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(10.14) |
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Amendment No. 2 to the International Paper Company Unfunded Supplemental Retirement Plan for Senior Managers, effective October 14, 2008 (incorporated by reference to
Exhibit 10.5 to the Company’s Current Report on Form 8-K dated October 17, 2008). + |
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(10.15) |
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Amendment No. 3 to the International Paper Company Unfunded Supplemental Retirement Plan for Senior Managers, effective December 8, 2008. (incorporated by reference to
Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). + |
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(10.16) |
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Amendment No. 4 to Unfunded Supplemental Retirement Plan for Senior Managers, effective January 1, 2009 (incorporated by reference to Exhibit 10.1 to the Company’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2009). + |
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(10.17) |
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Amendment No. 5 to Unfunded Supplemental Retirement Plan for Senior Managers. + * |
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(10.18) |
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Form of Non-Competition Agreement, entered into by certain Company employees (including named executive officers) who have received restricted stock (incorporated by
reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). + |
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(10.19) |
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Form of Non-Solicitation Agreement entered into by certain Company employees (including named executive officers) who have received restricted stock (incorporated by
reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006). + |
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(10.20) |
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Form of Change of Control Agreement—Tier I, effective October 15, 2008 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A
dated January 28, 2009). + |
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(10.21) |
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Form of Change of Control Agreement—Tier II, effective October 15, 2008 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K
dated October 17, 2008). + |
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(10.22) |
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Form of Indemnification Agreement for Directors (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2003). + |
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(10.23) |
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Board Policy on Severance Agreements with Senior Executives (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October
17, 2005). + |
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(10.24) |
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Board Policy on Change of Control Agreements (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 17, 2005).
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(10.25) |
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Executive Employment Agreement between the Company and Paul Herbert, effective October 1, 2007 (incorporated by reference to Exhibit 10.31 to the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2007). + |
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(10.26) |
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International Paper Company Industrial Packaging Group Special Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form
10-Q for the quarter ended September 30, 2008). + |
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(10.27) |
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3-Year Credit Agreement, dated as of November 20, 2009, between International Paper Company, the Subsidiary Guarantors, the Lenders party hereto, and JPMorgan Chase
Bank, N.A., as administrative Agent. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 24, 2009). |
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(10.28) |
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Second Amended and Restated Credit and Security Agreement, dated as of March 13, 2008, among Red Bird Receivables, LLC, as Borrower, International Paper Company, as
Servicer, the Conduits and Liquidity Banks from time to time a party thereto, The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, as Gotham Agent, JPMorgan Chase Bank, N.A., as PARCO Agent, BNP Paribas, acting through its New York Branch, as
Starbird Agent, Citicorp North America, Inc., as CAFCO Agent and as Administrative Agent. Certain confidential portions have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential
treatment (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008). |
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(10.29) |
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Amendment No.1, dated as of January 23, 2009, to the Second Amended and Restated Credit and Security Agreement dated as of March 13, 2008. (incorporated by reference
to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009). |
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(10.30) |
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Omnibus Amendment No. 1 dated June 26, 2009 and comprised of Amendment No. 2 to Second Amended and Restated Credit and Security Agreement, and Amendment No. 1 to Fee
Letters (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009). |
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(10.31) |
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Receivables Sale and Contribution Agreement, dated as of March 13, 2008, between International Paper Company and Red Bird Receivables, LLC (incorporated by reference to
Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008). |
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(10.32) |
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Amendment No. 1 dated August 29, 2008, to the Receivables Sale and Contribution Agreement dated as of March 13, 2008 (incorporated by reference to Exhibit 10.1
to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008). |
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(10.33) |
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Amendment No. 2, dated January 23, 2009 to the Receivables Sale and Contribution Agreement dated as of March 13, 2008 (incorporated by reference to Exhibit 10.4 to the
Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009). |
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(10.34) |
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Debt Commitment Letter by and among International Paper Company and JPMorgan Chase Bank, N.A., Bank of America, N.A., UBS Loan Finance LLC, Deutsche Bank AG New York
Branch, The Royal Bank of Scotland PLC, J.P. Morgan Securities Inc., Banc of America Securities LLC, Deutsche Bank Securities Inc., UBS Securities LLC, Deutsche Bank AG Cayman Islands Branch and RBS Securities Corporation d/b/a RBS Greenwich Capital
dated March 15, 2008 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated March 20, 2008). |
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(10.35) |
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Amendment No. 1, dated May 27, 2008, to Debt Commitment Letter dated March 15, 2008 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form
8-K dated May 27, 2008). |
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(10.36) |
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Waiver, dated April 14, 2008, to the Debt Commitment Letter dated March 15, 2008 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on
Form 10-Q for the quarter ended June 30, 2008). |
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(10.37) |
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Credit Agreement, dated as of June 16, 2008, by and among the Company, the Lenders a party thereto, the subsidiary guarantors party thereto and JPMorgan Chase Bank,
N.A. as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 20, 2008). |
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(10.38) |
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Amendment No. 1, dated July 31, 2008, to the Credit Agreement dated as of June 16, 2008 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report
on Form 10-Q for the quarter ended September 30, 2008). |
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(10.39) |
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Amendment No. 2, dated February 26, 2009, to the Credit Agreement among International Paper Company and the Lenders parties thereto dated as of June 16, 2008 (incorporated
by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009). |
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(10.40) |
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IP Debt Security, dated December 7, 2006, issued by International Paper Company to Basswood Forests LLC (incorporated by reference to Exhibit 4.1 to the Company’s
Current Report on Form 8-K dated December 13, 2006). |
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(10.41) |
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IP Hickory Note, dated December 7, 2006, issued by International Paper Company to Hickory Forests LLC (incorporated by reference to Exhibit 4.2 to the Company’s
Current Report on Form 8-K dated December 13, 2006). |
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(10.42) |
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Loan Agreement, dated March 12, 2009, by and among International Paper Investments (Luxembourg) S.à r.l., International Paper Company as guarantor, the
Lenders party thereto and BNP Paribas as administrative agent (incorporated by reference to Exhibit 10.1 to the Company Current Report on Form 8-K dated March 16, 2009). |
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(11) |
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Statement of Computation of Per Share Earnings.* |
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(12) |
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Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.* |
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(21) |
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List of Subsidiaries of Registrant.* |
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(23) |
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Consent of Independent Registered Public Accounting Firm.* |
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(24) |
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Power of Attorney (contained on the signature page to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009). |
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(31.1) |
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Certification by John V. Faraci, Chairman and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.D |
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(31.2) |
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Certification by Tim S. Nicholls, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.D |
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(32) |
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Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.D |
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(101.INS) |
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XBRL Instance Document (furnished with Original Filing) |
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(101.SCH) |
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XBRL Taxonomy Extension Schema (furnished with Original Filing) |
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(101.CAL) |
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XBRL Taxonomy Extension Calculation Linkbase (furnished with Original Filing) |
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(101.DEF) |
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XBRL Taxonomy Extension Definition Linkbase (furnished with Original Filing) |
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(101.LAB) |
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XBRL Taxonomy Extension Label Linkbase (furnished with Original Filing) |
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(101.PRE) |
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XBRL Extension Presentation Linkbase (furnished with Original Filing) |
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Previously filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, which was filed with the Securities and
Exchange Commission on February 25, 2010 (the “Original Filing”). |
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Management contract or compensatory plan or arrangement. |
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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.
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| March 26, 2010 |
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INTERNATIONAL PAPER COMPANY |
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By: |
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/s/ MAURA ABELN
SMITH |
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Maura Abeln Smith Attorney-in-fact |
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